Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 02, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36324 | ||
Entity Registrant Name | VARONIS SYSTEMS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 57-1222280 | ||
Entity Address, Address Line One | 1250 Broadway, 28th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10001 | ||
City Area Code | 877 | ||
Local Phone Number | 292-8767 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | VRNS | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,560 | ||
Entity Common Stock, Shares Outstanding | 109,103,721 | ||
Documents Incorporated by Reference | Portions of the Registrant’s Proxy Statement relating to the 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001361113 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | KOST FORER GABBAY & KASIERER |
Auditor Location | Tel-Aviv, Israel |
Auditor Firm ID | 1281 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 230,740 | $ 367,800 |
Marketable securities | 253,175 | 236,338 |
Short-term deposits | 49,800 | 128,350 |
Trade receivables (net of allowance of $1,487 and $3,453 at December 31, 2023 and December 31, 2022, respectively) | 169,116 | 135,979 |
Prepaid expenses and other current assets | 64,326 | 37,190 |
Total current assets | 767,157 | 905,657 |
Long-term assets: | ||
Long-term marketable securities | 211,063 | 0 |
Operating lease right-of-use assets | 51,838 | 56,772 |
Property and equipment, net | 33,964 | 39,043 |
Intangible assets, net | 1,263 | 2,788 |
Goodwill | 23,135 | 23,135 |
Other assets | 15,490 | 16,337 |
Total long-term assets | 336,753 | 138,075 |
Total assets | 1,103,910 | 1,043,732 |
Current liabilities: | ||
Trade payables | 672 | 2,962 |
Accrued expenses and other short-term liabilities | 125,057 | 115,231 |
Deferred revenues | 181,049 | 110,550 |
Total current liabilities | 306,778 | 228,743 |
Long-term liabilities: | ||
Convertible senior notes, net | 250,477 | 248,963 |
Operating lease liabilities | 51,313 | 57,627 |
Deferred revenues | 886 | 1,503 |
Other liabilities | 4,808 | 4,771 |
Total long-term liabilities | 307,484 | 312,864 |
Stockholders’ equity: | ||
Common stock of $0.001 par value - Authorized: 200,000,000 shares at December 31, 2023 and December 31, 2022; Issued and outstanding: 109,103,721 shares at December 31, 2023 and 107,673,052 shares at December 31, 2022 | 109 | 108 |
Accumulated other comprehensive loss | (8,649) | (9,557) |
Additional paid-in capital | 1,142,578 | 1,055,048 |
Accumulated deficit | (644,390) | (543,474) |
Total stockholders’ equity | 489,648 | 502,125 |
Total liabilities and stockholders’ equity | $ 1,103,910 | $ 1,043,732 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,487 | $ 3,453 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares, issued (in shares) | 109,103,721 | 107,673,052 |
Common stock, shares, outstanding (in shares) | 109,103,721 | 107,673,052 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Revenue | $ 499,160 | $ 473,634 | $ 390,134 |
Cost of revenues | 71,751 | 69,836 | 59,399 |
Gross profit | 427,409 | 403,798 | 330,735 |
Operating expenses: | |||
Research and development | 183,838 | 177,881 | 137,882 |
Sales and marketing | 277,893 | 275,090 | 230,314 |
General and administrative | 82,901 | 72,055 | 61,233 |
Total operating expenses | 544,632 | 525,026 | 429,429 |
Operating loss | (117,223) | (121,228) | (98,694) |
Financial income (expense), net | 30,305 | 10,413 | (12,145) |
Loss before income taxes | (86,918) | (110,815) | (110,839) |
Income taxes | (13,998) | (13,703) | (6,022) |
Net loss | $ (100,916) | $ (124,518) | $ (116,861) |
Net loss per share of common stock, basic (in USD per share) | $ (0.92) | $ (1.14) | $ (1.11) |
Net loss per share of common stock, diluted (in USD per share) | $ (0.92) | $ (1.14) | $ (1.11) |
Weighted average number of shares used in computing net loss per share of common stock, basic (in shares) | 109,141,894 | 109,281,368 | 105,305,957 |
Weighted average number of shares used in computing net loss per share of common stock, diluted (in shares) | 109,141,894 | 109,281,368 | 105,305,957 |
Subscriptions | |||
Revenues: | |||
Revenue | $ 400,907 | $ 366,144 | $ 270,832 |
Maintenance and services | |||
Revenues: | |||
Revenue | $ 98,253 | $ 107,490 | $ 119,302 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (100,916) | $ (124,518) | $ (116,861) |
Other comprehensive income (loss): | |||
Unrealized income (loss) on marketable securities, net of tax | 1,547 | (300) | (7) |
Income on marketable securities reclassified into earnings, net of tax | 401 | 23 | 4 |
Total | 1,948 | (277) | (3) |
Unrealized income (loss) on derivative instruments, net of tax | 13,216 | (19,181) | 5,616 |
Loss (income) on derivative instruments reclassified into earnings, net of tax | (14,256) | 3,818 | (8,901) |
Total | (1,040) | (15,363) | (3,285) |
Total other comprehensive income (loss) | 908 | (15,640) | (3,288) |
Comprehensive loss | $ (100,008) | $ (140,158) | $ (120,149) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common stock | Additional paid-in capital | Additional paid-in capital Cumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive income (loss) | Accumulated deficit | Accumulated deficit Cumulative Effect, Period of Adoption, Adjustment |
Balance (in shares) at Dec. 31, 2020 | 95,456,862 | |||||||
Balance at Dec. 31, 2020 | $ 94,071 | $ 95 | $ 395,347 | $ 9,371 | $ (310,742) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of Common stock in connection with follow-on offering, net of issuance costs of $17,466 (in shares) | 7,961,538 | |||||||
Issuance of Common stock in connection with follow-on offering, net of issuance costs of $17,466 | 500,034 | $ 8 | 500,026 | |||||
Stock-based compensation expense | 109,779 | 109,779 | ||||||
Common stock issued under employee stock plans (shares) | 4,090,696 | |||||||
Common stock issued under employee stock plans | 13,902 | $ 5 | 13,897 | |||||
Taxes paid related to net share settlement of equity awards | (1,044) | (1,044) | ||||||
Realized and unrealized income (loss) on derivative | (3,285) | (3,285) | ||||||
Unrealized income (loss) on available for sale securities, net of tax | (3) | (3) | ||||||
Net loss | (116,861) | (116,861) | ||||||
Balance (in shares) at Dec. 31, 2021 | 107,509,096 | |||||||
Balance at Dec. 31, 2021 | $ 596,593 | $ (22,147) | $ 108 | 1,018,005 | $ (30,794) | 6,083 | (427,603) | $ 8,647 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2020-06 [Member] | |||||||
Stock-based compensation expense | $ 142,862 | 142,862 | ||||||
Common stock issued under employee stock plans (shares) | 3,078,402 | |||||||
Common stock issued under employee stock plans | 12,496 | $ 3 | 12,493 | |||||
Taxes paid related to net share settlement of equity awards | (31,076) | (31,076) | ||||||
Repurchase of common stock (in shares) | (2,914,446) | |||||||
Repurchase of common stock | (56,445) | $ (3) | (56,442) | |||||
Realized and unrealized income (loss) on derivative | (15,363) | (15,363) | ||||||
Unrealized income (loss) on available for sale securities, net of tax | (277) | (277) | ||||||
Net loss | (124,518) | (124,518) | ||||||
Balance (in shares) at Dec. 31, 2022 | 107,673,052 | |||||||
Balance at Dec. 31, 2022 | 502,125 | $ 108 | 1,055,048 | (9,557) | (543,474) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense | 139,819 | 139,819 | ||||||
Common stock issued under employee stock plans (shares) | 2,931,316 | |||||||
Common stock issued under employee stock plans | 12,649 | $ 2 | 12,647 | |||||
Taxes paid related to net share settlement of equity awards | (21,415) | (21,415) | ||||||
Repurchase of common stock (in shares) | (1,500,647) | |||||||
Repurchase of common stock | (43,522) | $ (1) | (43,521) | |||||
Realized and unrealized income (loss) on derivative | (1,040) | (1,040) | ||||||
Unrealized income (loss) on available for sale securities, net of tax | 1,948 | 1,948 | ||||||
Net loss | (100,916) | (100,916) | ||||||
Balance (in shares) at Dec. 31, 2023 | 109,103,721 | |||||||
Balance at Dec. 31, 2023 | $ 489,648 | $ 109 | $ 1,142,578 | $ (8,649) | $ (644,390) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance costs | $ 17,466 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (100,916) | $ (124,518) | $ (116,861) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 11,703 | 12,176 | 10,888 |
Stock-based compensation | 139,819 | 142,862 | 109,779 |
Amortization of deferred commissions | 21,531 | 22,264 | 14,147 |
Noncash operating lease costs | 9,468 | 9,305 | 8,232 |
Amortization of debt discount and issuance costs | 1,514 | 1,486 | 6,870 |
Amortization of premium and accretion of discount on marketable securities | (9,354) | (344) | 0 |
Gain from sale of property and equipment | 0 | (21) | 0 |
Changes in assets and liabilities: | |||
Trade receivables | (33,137) | (18,800) | (22,950) |
Prepaid expenses and other current assets | (21,459) | (6,161) | (506) |
Deferred commissions | (21,964) | (22,033) | (21,151) |
Other long-term assets | (577) | 502 | 1,404 |
Trade payables | (2,290) | (2,362) | 4,474 |
Accrued expenses and other short-term liabilities | (5,278) | (9,115) | 5,850 |
Deferred revenues | 69,882 | 5,266 | 5,421 |
Other long-term liabilities | 474 | 1,364 | 1,581 |
Net cash provided by operating activities | 59,416 | 11,871 | 7,178 |
Cash flows from investing activities: | |||
Proceeds from sales and maturities of marketable securities | 301,350 | 41,600 | 34,117 |
Investment in marketable securities | (517,948) | (277,871) | 0 |
Proceeds from short-term and long-term deposits | 214,444 | 15,961 | 80,752 |
Investment in short-term and long-term deposits | (135,823) | (142,566) | (50,000) |
Proceeds from sale of property and equipment | 0 | 21 | 0 |
Purchases of property and equipment | (5,099) | (11,396) | (10,490) |
Net cash provided by (used in) investing activities | (143,076) | (374,251) | 54,379 |
Cash flows from financing activities: | |||
Proceeds from employee stock plans | 11,537 | 11,940 | 11,121 |
Taxes paid related to net share settlement of equity awards | (21,415) | (31,077) | (1,043) |
Repurchase of common stock | (43,522) | (56,444) | 0 |
Proceeds from follow-on offering, net | 0 | 0 | 500,034 |
Net cash provided by (used in) financing activities | (53,400) | (75,581) | 510,112 |
Increase (decrease) in cash and cash equivalents | (137,060) | (437,961) | 571,669 |
Cash and cash equivalents at beginning of period | 367,800 | 805,761 | 234,092 |
Cash and cash equivalents at end of period | 230,740 | 367,800 | 805,761 |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes | 16,089 | 7,354 | 8,507 |
Cash paid for interest | 3,196 | 3,167 | 3,168 |
Lease liabilities arising from obtaining right-of-use assets | $ 3,166 | $ 1,625 | $ 22,156 |
General
General | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | GENERAL Varonis Systems, Inc. ("VSI" and together with its subsidiaries, collectively, the “Company” or "Varonis") was incorporated under the laws of the State of Delaware on November 3, 2004, commenced operations on January 1, 2005 and has twelve wholly-owned subsidiaries. The Company's software specializes in data security, threat detection and response and data privacy and compliance. Varonis software enables enterprises of all sizes and industries to protect data stored in the cloud and on-premises including: sensitive files and emails; confidential personal data belonging to customers, patients and employees; financial records; source code, strategic and product plans; and other intellectual property. Recognizing the challenge of protecting data with growing volume, velocity, and variety, the Company has built an integrated platform to simplify and streamline data security, threat detection and response, and data privacy and compliance. The Company offers coverage for more than 40 of the most mission-critical cloud and on-premises data stores, SaaS applications and cloud infrastructures. In 2022, Varonis announced the availability of its flagship Varonis Data Security Platform as a SaaS, which offers simpler deployment, faster time-to-value, and groundbreaking new automation capabilities that help customers prevent data breaches. The Varonis Data Security Platform helps enterprises protect data against cyberattacks from both external and internal threats. The Company's products enable enterprises to analyze data, application and account activity and user behavior to detect and prevent attacks. Its software platform prevents or limits unauthorized use of sensitive information, detects and prevents potential cyberattacks and limits potential damage by automatically locking down data, allowing access to only those who need it and automating the removal of stale data when it is no longer useful. The broad applicability of the Company's technology has resulted in its customers deploying its software for numerous use cases. These use cases include: automatic discovery and classification of high-risk, sensitive data; data security posture management; SaaS security posture management; automated remediation of over-exposed data; centralized visibility and risk analysis of enterprise data and monitoring of user behavior and file activity; security monitoring and risk reduction; data breach, insider threat, malware and ransomware detection; automatic response to ransomware and other severe incidents to limit exposure and reduce recovery times; data ownership identification, assignment, and automatic involvement; forensics, reporting and auditing with searchable logs; meeting security policy and compliance regulation; automatic data migration; cloud migration; automation of retention and disposition policies; automatic data quarantine; intelligent archiving; and automated indexing for data subject requests related to privacy and compliance requirements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S. GAAP”), applied on a consistent basis, as follows: a. Use of Estimates: The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company’s management evaluates estimates, including those related to evaluation of standalone selling price of subscription licenses, accounts receivable and credit loss allowances, fair values of stock-based awards, deferred taxes and income tax uncertainties, and contingent liabilities. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. b. Financial Statements in U.S. Dollars: Most of the Company's revenues and costs are denominated in United States dollars (“dollars”). Some of the subsidiaries’ revenues and costs are primarily incurred in Euros, the Pound Sterling, Canadian dollars, Australian dollars, Singapore dollars and New Israeli Shekels ("NIS"); however, the Company’s management believes that the dollar is the primary currency of the economic environment in which it and each of its subsidiaries operate. Thus, the dollar is the Company’s functional and reporting currency. Accordingly, transactions denominated in currencies other than the functional currency are remeasured to the functional currency in accordance with ASC No. 830, “Foreign Currency Matters” at the exchange rate at the date of the transaction or the average exchange rate in the quarter. At the end of each reporting period, financial assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet date. Non-financial assets and liabilities are remeasured at historical exchange rates. Gains and losses related to remeasurement are recorded as financial income (expense), net in the consolidated statements of operations as appropriate. c. Principles of Consolidation: The consolidated financial statements include the accounts of VSI and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. d. Cash, Cash Equivalents, Marketable Securities and Short-Term Investments: The Company accounts for investments in marketable securities in accordance with ASC No. 320, “Investments—Debt and Equity Securities” and ASC No. 326, “Financial Instruments—Credit Losses.” The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and other securities. The Company considers all investments purchased with maturities at the date of purchase greater than three months but less than one year to be short-term. Investments purchased with maturities at the date of purchase greater than one year are classified as long-term assets. Marketable securities are classified as available for sale and are, therefore, recorded at fair value on the consolidated balance sheet, with any unrealized gains and losses reported in accumulated other comprehensive loss, which is reflected as a separate component of stockholders’ equity in the Company’s consolidated balance sheets, until realized. The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included as a component of financial income (expenses), net in the consolidated statement of operations. Cash, cash equivalents, marketable securities and deposits consist of the following (in thousands): As of December 31, 2023 Amortized Gross Gross Fair Cash and cash equivalents Money market funds $ 164,848 $ — $ — $ 164,848 Total $ 164,848 $ — $ — $ 164,848 Marketable securities US Treasury securities $ 242,633 $ 530 $ (1) $ 243,162 US Government Agency securities 9,972 41 — 10,013 Total $ 252,605 $ 571 $ (1) $ 253,175 Short-term deposits Term bank deposits $ 49,800 $ — $ — $ 49,800 Total $ 49,800 $ — $ — $ 49,800 Long-term marketable securities US Treasury securities $ 209,961 $ 1,102 $ — $ 211,063 Total $ 209,961 $ 1,102 $ — $ 211,063 As of December 31, 2022 Amortized Gross Gross Fair Cash and cash equivalents Money market funds $ 278,022 $ — $ — $ 278,022 Total $ 278,022 $ — $ — $ 278,022 Marketable securities US Treasury securities $ 159,165 $ 2 $ (211) $ 158,956 US Government Agency securities 55,967 5 (72) 55,900 Commercial paper 13,679 — — 13,679 Corporate bonds 7,804 4 (5) 7,803 Total $ 236,615 $ 11 $ (288) $ 236,338 Short-term deposits Term bank deposits $ 128,350 $ — $ — $ 128,350 Total $ 128,350 $ — $ — $ 128,350 Unrealized losses associated with investments in available for sale securities have all been in a continuous unrealized loss position of less than one year as of December 31, 2023 and 2022. The gross unrealized gains and losses related to these investments were due primarily to changes in interest rates. Available for sale debt securities with an amortized cost basis in excess of estimated fair value are assessed using the credit losses model for marketable securities to determine what portion of that difference, if any, is caused by expected credit losses. Expected credit losses on available for sale debt securities are recognized in financial income (expenses), net on the consolidated statements of operations. During the years ended December 31, 2023 and 2022, the Company did not recognize an allowance for credit losses on available for sale marketable securities. A short-term bank deposit is a deposit with a maturity of more than three months but less than one year. These deposits bore interest at rates ranging from 4.58% - 6.00%, per annum, as of December 31, 2023 and a rate of 3.50% - 5.82%, per annum, as of December 31, 2022. Short-term deposits are presented at cost which approximates fair value due to their short maturities. e. Property and Equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: % Computer equipment 33% Office furniture and equipment 14% — 15% Leasehold improvements Over the shorter of the expected lease f. Goodwill and Other Long-Lived Assets, including Acquired Intangible Assets and Right-of-Use Assets: Goodwill represents the excess of the fair value of purchase consideration in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill amounts are not amortized, but rather tested for impairment at least annually or more often if circumstances indicate that the carrying value may not be recoverable. The Company operates as one reporting segment and considers the enterprise to be the only reporting unit. If the carrying amount of the Company's reporting unit exceeds its fair value, the Company recognizes an impairment loss in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. No indications of impairment of goodwill were noted during the periods presented. Acquired intangible assets consist of identifiable intangible assets, including developed technology and trademarks, resulting from business combinations. Acquired finite-lived intangible assets are initially recorded at fair value and are amortized on a straight-line basis over their estimated useful lives. Amortization expense of developed technology and trademarks are recorded within cost of revenues and sales and marketing, respectively, in the consolidated statements of operations. The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360 “Property, Plant and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2023 and 2022, no impairment losses have been recorded. g. Long-Term Lease Deposits: Long-term lease deposits include long-term deposits for offices. h. Revenue Recognition: The Company generates revenues primarily in the form of subscription licenses, SaaS revenues and maintenance and services fees. Subscription license revenues are sold on-premises and are comprised of time-based licenses whereby customers use the Company's software (including support and unspecified upgrades and enhancements when and if they are available) for a specified period. In the second half of 2021, the Company launched its first SaaS offering, introducing new products and support for cloud applications and infrastructure. On October 31, 2022, the Company announced the availability of the Varonis Data Security Platform as a SaaS, which was previously only sold as a self-hosted solution. Maintenance and services primarily consist of fees for maintenance of past perpetual license sales (including support and unspecified upgrades and enhancements when and if they are available) and to a lesser extent professional services, which focus on both operationalizing the software and training its customers to fully leverage the use of the Company's products, although the user can benefit from the software without its assistance. The Company sells its products worldwide to a network of distributors and value-added resellers, and payment is typically due within 30 to 60 calendar days of the invoice date. The Company recognizes revenues in accordance with ASC No. 606, “Revenue from Contracts with Customers.” As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation. Subscription software that is sold on-premises is recognized at the point in time when the software license has been delivered and the benefit of the asset has transferred. Maintenance associated with subscription licenses is recognized ratably over the term of the agreement and is included within the subscriptions line of the consolidated statements of operations. The Company's SaaS offerings allow customers to use hosted software, and its revenue is recognized ratably over the associated contract period. Conversions from a license sold on-premises to the Company’s SaaS offering are accounted for on a pro-rata prospective basis. The Company recognizes revenues from maintenance agreements ratably over the term of the underlying maintenance contract. The term of the maintenance contract is usually one year. Renewals of maintenance contracts create new performance obligations that are satisfied over the new term with the revenues recognized ratably over the contract period. Revenues from professional services consist mostly of time and material services. The performance obligations are satisfied, and revenues are recognized, when the services are provided or once the service term has expired. The Company enters into contracts that can include combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The license is distinct upon delivery as the customer can derive the economic benefit of the software without any professional services, updates or technical support. The Company allocates the transaction price to each performance obligation based on its relative standalone selling price out of the total consideration of the contract. For maintenance included in subscription licenses, the Company determines the standalone selling prices based on the price at which it separately sells a renewal contract. For professional services, the Company determines the standalone selling prices based on the price at which it separately sells those services. For software licenses included in subscription licenses, the Company uses the residual approach to determine the standalone selling prices due to the lack of history of selling software license on a standalone basis and the highly variable sales price. Trade receivables are generally recorded at the invoice amount mostly for a one-year period, net of an allowance for credit losses. Deferred revenues represent mostly unrecognized fees billed or collected for SaaS and maintenance. Deferred revenues are recognized as (or when) the Company performs under the contract. Pursuant to these contracts, customers are generally not invoiced for subsequent years until the annual renewal occurs. The amount of revenues recognized in the period that was included in the opening deferred revenues balance was $108,373 for the year ended December 31, 2023. Revenues allocated to remaining performance obligations represent contracted revenues that have not yet been recognized, which includes deferred revenues and non-cancelable amounts that will be invoiced. The Company's remaining performance obligations were $378,164 as of December 31, 2023, of which it expects to recognize approximately 57% as revenue over the next 12 months and the remainder thereafter. For information regarding disaggregated revenues, refer to Note 13. i. Contract Costs: The Company pays sales commissions to sales and marketing and certain management personnel based on their attainment of certain predetermined sales goals. Sales commissions earned by employees are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions paid for initial contracts, which are not commensurate with sales commissions paid for renewal contracts, are capitalized and amortized over an expected period of benefit. Based on its technology, customer contracts and other factors, the Company has determined the expected period of benefit to be approximately four years. Sales commissions for renewal contracts are capitalized and then amortized on a straight-line basis. Amortization expenses related to these costs are included in sales and marketing expenses in the accompanying consolidated statements of operations. j. Cost of Revenues: Cost of revenues consist primarily of salaries (including payroll tax expense related to stock-based compensation), employee benefits (including commissions and bonuses) and stock-based compensation for the Company's customer support, customer success and services employees; amortization of acquired intangible assets; third-party hosting fees; travel expenses; and allocated overhead costs for facilities, IT and depreciation. k. Accounting for Stock-Based Compensation: The Company accounts for stock-based compensation in accordance with ASC No. 718, “Compensation-Stock Compensation.” ASC No. 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an Option-Pricing Model. The Company recognizes compensation expenses for the value of its equity awards granted based on the straight-line method over the requisite service period of each of the awards. In addition, the Company grants performance stock units to certain employees. The number of performance stock units earned and eligible to vest are generally determined after a one The stock-based compensation expenses related to employees and consultants for the years ended December 31, 2023, 2022 and 2021 amounted to $139,819, $142,862 and $109,779, respectively. l. Research and Development Costs: Research and development costs are charged to the statement of operations as incurred. ASC No. 985-20, “Software-Costs of Software to Be Sold, Leased, or Marketed,” requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on the Company’s product development process, technological feasibility is established upon the completion of a working model. The Company does not incur material costs between the completion of the working model and the point at which the product is ready for general release. Therefore, research and development costs are charged to the statement of operations as incurred. m. Income Taxes: The Company accounts for income taxes in accordance with ASC No. 740, using the asset and liability method whereby deferred tax assets and liability account balances are determined based on the differences between financial reporting and the tax basis for assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to the amounts that are more likely-than-not to be realized. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax provisions in its taxes on income. n. Derivative Instruments: The Company’s primary objective for holding derivative instruments is to reduce its exposure to foreign currency rate changes. The Company reduces its exposure by entering into forward foreign exchange contracts with respect to operating expenses that are forecasted to be incurred in currencies other than the U.S. dollar. A majority of the Company’s revenues and operating expenditures are transacted in U.S. dollars. However, certain operating expenditures are incurred in or exposed to other currencies, primarily the NIS. The Company has established forecasted transaction currency risk management programs to protect against fluctuations in fair value and the volatility of future cash flows caused by changes in exchange rates. The Company’s currency risk management program includes forward foreign exchange contracts designated as cash flow hedges. These forward foreign exchange contracts generally mature within 12 months. Over the last several quarters, the Company has closed forward foreign exchange contracts beyond 12 months to capitalize on more favorable rates. In addition, the Company enters into forward contracts to hedge a portion of its monetary items in the balance sheet, such as trade receivables and payables, denominated in Euro and Pound Sterling for short-term periods (the “Fair Value Hedging Program”). The purpose of the Fair Value Hedging Program is to protect the fair value of the monetary assets from foreign exchange rate fluctuations. Gains and losses from derivatives related to the Fair Value Hedging Program are not designated as hedging instruments. The Company does not enter into derivative financial instruments for trading or speculative purposes. Derivative instruments measured at fair value and their classification on the consolidated balance sheets are presented in the following table (in thousands): Assets (liabilities) as of Liabilities as of December 31, 2023 December 31, 2022 Notional Fair Notional Fair Foreign exchange forward contract derivatives in cash flow hedging relationships included in prepaid expenses and other current assets $ 128,411 $ 3,372 $ — $ — Foreign exchange forward contract derivatives in cash flow hedging relationships included in accrued expenses and other short-term liabilities $ — $ — $ 136,426 $ (7,221) Foreign exchange forward contract derivatives in cash flow hedging relationships included in long-term other assets $ 33,233 $ 519 $ — $ — Foreign exchange forward contract derivatives in cash flow hedging relationships included in long-term other liabilities $ 102,216 $ (1,624) $ 107,210 $ (2,060) Foreign exchange forward contract derivatives for monetary items included in prepaid expenses and other current assets $ 39,155 $ 36 $ — $ — Foreign exchange forward contract derivatives for monetary items included in accrued expenses and other short-term liabilities $ 5,213 $ (7) $ 32,066 $ (226) For the years ended December 31, 2023, 2022 and 2021, the consolidated statements of operations reflect a loss of $14,256 and $3,818 and gains of $8,901, respectively, related to the effective portion of the cash flow hedges. No material ineffective hedges were recognized for the years ended December 31, 2023, 2022 and 2021 in operating expenses in the consolidated statement of operations. For the years ended December 31, 2023, 2022 and 2021, the consolidated statements of operations reflect a loss of $508 and gains of $2,146 and $959, respectively, in financial income (expenses), net, related to the Fair Value Hedging Program. o. Concentrations of Credit Risks: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, marketable securities, short-term deposits and trade receivables. The Company’s cash, cash equivalents, marketable securities and short-term deposits are invested in major banks mainly in the United States but also in Israel, France, Canada, the United Kingdom, Germany, the Netherlands, Ireland, Luxembourg, Australia and Singapore. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. The Company maintains cash and cash equivalents with reputable financial institutions and monitors the amount of credit exposure to each financial institution. The Company’s trade receivables are geographically diversified and derived primarily from sales to a network of distributors and VARs mainly in the United States and Europe. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its channel partners and establishes an allowance for credit losses based upon a specific review of all significant outstanding invoices, historical collection experience, customer creditworthiness, current, and future economic and market condition. The Company writes off receivables when they are deemed uncollectible and having exhausted all collection efforts. p. Retirement and Severance Pay: VSI and Varonis U.S. Public Sector LLC ("VPS") make available to its employees a retirement plan (the “U.S. Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). Participants in the U.S. Plan may elect to defer a portion of their pre-tax earnings, up to the Internal Revenue Service annual contribution limit. VSI and VPS match 100% of each participant’s contributions up to a maximum of 3% of the participant’s total pay and 50% of each participant’s contributions on contributions between 3% and 5% of the participant’s total pay. Each participant may contribute up to 80% of total remuneration up to the Internal Revenue Service’s annual contribution limit. Contributions to the U.S. Plan are recorded during the year contributed as an expense in the consolidated statements of income. Varonis Systems Ltd ("VSL") makes available to its employees, pursuant to Israel’s Severance Pay Law, severance pay equal to one month’s salary for each year of employment, or a portion thereof. The employees of the Israeli subsidiary elected to be included under section 14 of the Severance Pay Law, 1963 (“section 14”). According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments in accordance with section 14 release the Company from any future severance payments (under the above Israeli Severance Pay Law) in respect of those employees; therefore, related assets and liabilities are not presented in the balance sheet. The Company’s liability for severance pay for the employees of its French subsidiary is calculated pursuant to French law, according to which French employees are entitled to an indemnity (a statutory redundancy). The law provides for the payment of severance payment to any employee working for the French subsidiary for at least a year. In addition, the Company also makes available pension plans to employees of other subsidiaries in which it operates. Total expenses related to retirement and severance pay amounted to $11,707, $11,366 and $9,598 for the years ended December 31, 2023, 2022 and 2021, respectively. The amount of severance payable included in other liabilities as of December 31, 2023 and 2022 is $2,744 and $2,357, respectively. q. Leases: The Company has various operating leases for office space, vehicles and office equipment. The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Some leases include one or more options to renew. The exercise of lease renewal options is typically at the Company's sole discretion; therefore, the majority of renewals to extend the lease terms are not included in our right-of-use assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal options, and, when it is reasonably certain of exercise, it will include the renewal period in its lease term. Lease modifications result in remeasurement of the right-of-use assets and lease liabilities. In addition, some of the real estate leases contain variable lease payments, including payments based on a Consumer Price Index ("CPI"). Variable lease payments based on a CPI are initially measured using the index in effect at lease adoption. Additional payments based on the change in a CPI are recorded as a period expense when incurred. r. Fair Value of Financial Instruments: Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3: Unobservable inputs reflecting the Company's own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of cash and cash equivalents, marketable securities, trade receivables, short-term deposits and trade payables approximate their fair value due to the short-term maturity of such instruments. s. Basic and Diluted Net Loss Per Share: Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive securities, including stock options, restricted stock units, performance stock units and the shares related to the conversion of the 1.25% Convertible Senior Notes issued by the Company on May 11, 2020 and due August 2025 in an aggregate principal amount of $253,000 (the "2025 Notes"), to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. There were 8,824,701, 9,054,955 and 8,556,245 potentially dilutive shares from the conversion of outstanding stock options, restricted stock units and performance stock units that were not included in the calculation of diluted net loss per share for the years ending of December 31, 2023, 2022 and 2021, respectively. Additionally, 8,239,254 shares underlying the conversion option of the 2025 Notes are not considered in the calculation of diluted net loss per share as the effect would be anti-dilutive for the years ending of December 31, 2023, 2022 and 2021. t. Contingent Liabilities: The Company accounts for its contingent liabilities in accordance with ASC No. 450 “Contingencies.” A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2023 and 2022, the Company was not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. u. Basis of Presentation: Certain amounts in prior years' financial statements have been recast and reclassified to conform to the current year's presentation. v. Recently Issued Accounting Pronouncements Not Yet Adopted: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses on an interim and annual basis. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for the fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company is currently evaluating the effect of adopting the ASU on its disclosures. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures . The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. The Company is currently evaluating the effect of adopting the ASU on its disclosures. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2023 2022 Prepaid expenses 22,782 10,219 Deferred commission 21,694 19,389 Foreign currency forward contracts derivatives 3,408 — Government institutions & other receivables 15,406 7,176 Short-term deposits & other 1,036 406 Prepaid expenses and other current assets $ 64,326 $ 37,190 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following (in thousands): December 31, 2023 2022 Cost: Computer equipment $ 27,949 $ 28,998 Office furniture and equipment 5,661 5,717 Leasehold improvements 45,878 45,520 79,488 80,235 Accumulated depreciation 45,524 41,192 Property and equipment, net $ 33,964 $ 39,043 Depreciation expense of property and equipment, net for the years ended December 31, 2023, 2022 and 2021 were $10,177, $10,651 and $9,355, respectively. |
Accrued Expenses and Other Shor
Accrued Expenses and Other Short Term Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Short Term Liabilities | ACCRUED EXPENSES AND OTHER SHORT-TERM LIABILITIES Accrued expenses and other short-term liabilities December 31, 2023 2022 Employees $ 44,158 $ 42,000 Government authorities and other 43,788 34,745 Accrued expenses 27,055 21,167 Operating lease liabilities, current 10,049 9,872 Foreign exchange forward contract derivatives 7 7,447 Accrued expenses and other short-term liabilities $ 125,057 $ 115,231 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | LEASES The Company has various operating leases for office space, vehicles and office equipment that expire through 2032. The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Below is a summary of the Company's operating right-of-use assets and operating lease liabilities (in thousands): December 31, 2023 Operating lease right-of-use assets $ 51,838 Operating lease liabilities, current $ (10,049) Operating lease liabilities, long-term (51,313) Total operating lease liabilities $ (61,362) Operating lease liabilities, current are included within accrued expenses and other short-term liabilities Some leases include one or more options to renew. The exercise of lease renewal options is typically at the Company's sole discretion; therefore, the majority of renewals to extend the lease terms are not included in our right-of-use assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal options, and, when it is reasonably certain of exercise, it will include the renewal period in its lease term. Lease modifications result in remeasurement of the right-of-use assets and lease liabilities. Some of the real estate leases contain variable lease payments, including payments based on a Consumer Price Index ("CPI"). Variable lease payments based on a CPI are initially measured using the index in effect at lease adoption. Additional payments based on the change in a CPI are recorded as a period expense when incurred. The Company has deposit guarantees issued by a financial institution to secure various operating lease agreements in connection with its office space. Minimum lease payments for the Company's right-of-use assets over the remaining lease periods as of December 31, 2023, are as follows (in thousands): December 31, 2023 2024 $ 11,839 2025 11,276 2026 9,956 2027 9,844 2028 9,791 Thereafter 14,057 Total undiscounted lease payments $ 66,763 Less: Imputed interest (5,401) Present value of lease liabilities $ 61,362 The weighted average remaining lease terms and discount rates for all operating leases were as follows as of December 31, 2023: Remaining lease term and discount rate: Weighted average remaining lease term (years) 6.34 Weighted average discount rate 2.90 % Total operating lease cost for the years ended December 31, 2023 and 2022 were $9,803 and $9,593, inclusive of sublease income of $1,772 and $825, respectively. Total operating lease cost for the years ended December 31, 2021 was $6,920. |
Convertible Senior Notes and Ca
Convertible Senior Notes and Capped Call Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes and Capped Call Transactions | CONVERTIBLE SENIOR NOTES AND CAPPED CALL TRANSACTIONS On May 11, 2020, the Company issued the 2025 Notes pursuant to an Indenture dated May 11, 2020 (the “Indenture”). The offering totaled $253,000 aggregate principal amount. The net proceeds to the Company after the initial purchaser discount and issuance costs were approximately $245,158. The Company used $29,348 of the net proceeds from the offering to pay the cost of the capped call transactions described below. The 2025 Notes will mature on August 15, 2025, unless earlier converted, redeemed or repurchased. Interest will be payable semi-annually in arrears on February 15 and August 15 of each year, at a rate of 1.25% per year. The initial conversion rate for the 2025 Notes is 32.5668 shares of the Company’s common stock for each $1,000 principal amount of the 2025 Notes, which is equivalent to an initial conversion price of approximately $30.71 per share. The conversion rate is subject to adjustment in specified events. The 2025 Notes are convertible into shares of the Company’s common stock, at the option of a holder, prior to the close of business on the business day immediately preceding February 15, 2025, under certain conditions. In addition, on or after February 15, 2025, a holder may convert all or any portion of its 2025 Notes at any time. During the three months ended December 31, 2023, the conversion feature of the 2025 Notes was triggered and therefore the 2025 Notes are currently convertible, in whole or in part, at the option of the holders from January 1, 2024 through March 31, 2024. Whether the 2025 Notes will be convertible following such period will depend on the continued satisfaction of this condition or another conversion condition. The Company has not received any conversion notices through the issuance date of our consolidated financial statements. Since the Company may elect to repay the 2025 Notes in cash, shares of our common stock, or a combination of both, it has continued to classify the 2025 Notes as long-term debt on its consolidated balance sheet as of December 31, 2023. Effective August 20, 2023, the Company may redeem the 2025 Notes for cash, at its option, subject to the terms and conditions provided in the Indenture. Prior to the adoption of ASU 2020-06 on January 1, 2022, the Company separated the 2025 Notes into liability and equity components. Following the adoption of ASU 2020-06 on January 1, 2022, which the Company elected to adopt using a modified retrospective approach, the Company no longer separates the 2025 Notes into liability and equity components. The cumulative effect of the accounting change as of January 1, 2022 was a decrease to accumulated deficit of $8,647, a decrease in additional paid-in capital of $30,794 and an increase in liabilities of $22,147 on its consolidated balance sheets. Comparative prior year periods were not adjusted. In connection with the adoption, the Company calculated an effective interest rate of 1.87%. The net carrying amount of the 2025 Notes was as follows (in thousands): December 31, 2023 Liability Principal $ 253,000 Unamortized issuance costs (2,523) Net carrying amount $ 250,477 The interest expense recognized related to the 2025 Notes for the years ended December 31, 2023, 2022 and 2021 was as follows (in thousands): Year ended December 31, 2023 2022 2021 Contractual interest expense $ 3,163 $ 3,162 $ 3,162 Amortization of debt discount — — 5,651 Amortization of debt issuance costs 1,514 1,486 1,219 Total $ 4,677 $ 4,648 $ 10,032 As of December 31, 2023 and 2022, the total estimated fair value of the 2025 Notes was approximately $386,201 and $260,749, respectively. The fair value was determined based on the closing trading price per $100 of the 2025 Notes as of the last day of trading for the period. The fair value of the 2025 Notes is primarily affected by the trading price of our common stock and market interest rates. The fair value of the 2025 Notes is considered a Level 2 within the fair value hierarchy and was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2025 Notes in an over-the-counter market. Capped Call Transactions In May 2020, in connection with the pricing of the 2025 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”). The Capped Call Transactions are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction and/or offset subject to a cap initially equal to $47.24 (the "Cap Price"). The Capped Call Transactions are separate transactions and are not part of the terms of the 2025 Notes and will not change the holders’ rights under the 2025 Notes. As the Capped Call Transactions are considered indexed to the Company's stock and are considered equity classified, they are recorded in stockholders’ equity on the consolidated balance sheet and are not accounted for as derivatives. The cost of the Capped Call Transactions was approximately $29,348 and was recorded as a reduction to additional paid-in capital in 2020. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS On October 29, 2020, the Company completed the acquisition of the share capital of Polyrize, a provider of software that maps and analyzes relationships between users and data across a number of cloud applications and services. Goodwill Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired less liabilities assumed arising from business combinations. The Company believes the goodwill represents the synergies expected from expanded market opportunities when integrating with its offerings. All goodwill balances are subject to annual goodwill impairment testing. As of December 31, 2023, the Company concluded that no impairment for goodwill was required. Intangible Assets Total cost and amortization of intangible assets is comprised of the following (in thousands, except useful life): Intangible assets, net Estimated Useful Life December 31, 2023 Developed technology & trademarks 4 $ 6,110 Total intangible assets 6,110 Less: Accumulated amortization 4,847 Total intangible assets, net $ 1,263 Intangible assets are expensed on a straight-line basis over the useful life of the asset. The Company recorded amortization expense of $1,525, $1,525 and $1,533 for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, the Company concluded that no impairment for intangibles was required. The following table summarizes estimated future amortization expense of our intangible assets as of December 31, 2023 (in thousands): Years ending December 31, Amount 2024 1,263 Total future amortization expense $ 1,263 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. There have been no transfers between fair value measurements levels during the years ended December 31, 2023 and 2022. The carrying amounts of cash and cash equivalents, marketable securities, trade receivables, short-term deposits and trade payables approximate their fair value due to the short-term maturity of such instruments. The following table sets forth the Company’s assets and liabilities that were measured at fair value as of December 31, 2023 and 2022 by level within the fair value hierarchy (in thousands): As of December 31, 2023 As of December 31, 2022 Level I Level Level Fair Level I Level Level Fair Financial assets: Cash equivalents: Money market funds $ 164,848 $ — $ — $ 164,848 $ 278,022 $ — $ — $ 278,022 Marketable securities: US Treasury securities — 243,162 — 243,162 — 158,956 — 158,956 US Government Agency securities — 10,013 — 10,013 — 55,900 — 55,900 Commercial paper — — — — — 13,679 — 13,679 Corporate bonds — — — — — 7,803 — 7,803 Prepaid expenses and other current assets: Forward foreign exchange contracts — 3,408 — 3,408 — — — — Long-term marketable securities: US Treasury securities — 211,063 — 211,063 — — — — Long-term other assets: Forward foreign exchange contracts — 519 — 519 — — — — Financial liabilities: Accrued expenses and other short-term liabilities: Forward foreign exchange contracts — (7) — (7) — (7,447) — (7,447) Long-term other liabilities: Forward foreign exchange contracts — (1,624) — (1,624) — (2,060) — (2,060) Total financial assets (liabilities) $ 164,848 $ 466,534 $ — $ 631,382 $ 278,022 $ 226,831 $ — $ 504,853 See Note 7 “Convertible Senior Notes and Capped Call Transactions” for the carrying amount and estimated fair value of the Company's 2025 Notes as of December 31, 2023. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY a. Composition of common stock capital: Authorized Issued and outstanding Number of shares December 31, December 31, 2023 2022 2023 2022 Stock of $0.001 par value: Common stock 200,000,000 200,000,000 109,103,721 107,673,052 b. Common stock rights: The Company’s Amended and Restated Certificate of Incorporation authorizes the Company to issue 200,000,000 shares of common stock, par value $0.001 per share. The common stock confers upon its holders the right to participate in the general meetings of the Company, to vote at such meetings (each share represents one vote), to elect board members and to participate in any distribution of dividends or any other distribution of the Company’s property, including the distribution of surplus assets upon liquidation. On February 8, 2021, the Company announced a three-for-one split of its common stock to stockholders of record as of the close of business on March 12, 2021. Trading of the Company’s common stock began on a split-adjusted basis on March 15, 2021. c. Stock option plans: On November 14, 2013, the Company’s board of directors adopted the Varonis Systems, Inc. 2013 Omnibus Equity Incentive Plan (the “2013 Plan”) which was subsequently approved by the Company’s stockholders. The Company initially reserved 5,713,899 shares of common stock for issuance under the 2013 Plan to employees, directors, officers and consultants of the Company and its subsidiaries. Since January 1, 2016, the share reserve under the 2013 Plan has been automatically increased by an aggregate of 27,579,672 shares. Awards granted under the 2013 Plan generally vest over four years. No awards were granted under the 2013 Plan subsequent to June 5, 2023, and no further awards will be granted under the 2013 Plan. On October 22, 2020, and as part of the Polyrize Security Ltd. ("Polyrize") acquisition, the Company’s board of directors approved the assumption of a certain portion of Polyrize Options pursuant to the terms and conditions of the Polyrize 2019 Share Incentive (“Polyrize Plan”). No further awards will be granted under the Polyrize Plan. On April 20, 2023, the Company’s board of directors adopted the Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan (the “2023 Plan”), subject to approval by our stockholders. On June 5, 2023, the Company’s stockholders approved the 2023 Plan which became effective and replaced the 2013 Plan. The Company initially reserved 5,500,000 shares of common stock for issuance under the 2023 Plan to employees, directors, officers and consultants of the Company and its subsidiaries. A summary of employees’ stock options activities during the year ended December 31, 2023 is as follows: Year ended December 31, 2023 Number Weighted Aggregate Weighted Options outstanding at the beginning of the year 691,573 $ 7.533 $ 11,347 1.901 Granted — $ — Exercised (102,999) $ 7.647 Forfeited (15,144) $ 5.585 Options outstanding at the end of the period 573,430 $ 7.564 $ 21,627 0.962 Options exercisable at the end of the period 572,476 $ 7.567 $ 21,590 0.954 There were no options granted in 2023 pursuant to the 2013 Plan, Polyrize Plan or 2023 Plan (collectively "Stock Plans"). The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders exercised their options on the last date of the period. Total intrinsic value of options exercised for the years ended December 31, 2023, 2022 and 2021 was $2,469, $1,612 and $13,153, respectively. As of December 31, 2023 and 2022, there was $17 and $197, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Stock Plans. This cost is expected to be recognized over a weighted-average period of approximately 0.254 and 1.043 years, respectively. The options outstanding as of December 31, 2023 have been separated into ranges of exercise price as follows: Range of exercise price Options outstanding as of December 31, 2023 Weighted Weighted Options exercisable as of December 31, 2023 Weighted Weighted $ 5.623 — 5.682 69,534 2.687 $ 5.631 68,580 2.639 $ 5.631 $ 7.000 — 7.337 377,716 0.599 $ 7.069 377,716 0.599 $ 7.069 $ 9.960 120,180 1.142 $ 9.960 120,180 1.142 $ 9.960 $ 13.287 6,000 0.222 $ 13.287 6,000 0.222 $ 13.287 573,430 0.962 $ 7.564 572,476 0.954 $ 7.567 d. Options issued to consultants: The Company’s outstanding options granted to consultants for services as of December 31, 2023 were as follows: Issuance date Number of options outstanding and exercisable Range of exercise price Exercisable March 2014 - February 2016 17,100 $ 5.623 — $ 13.287 March 2024 - February 2026 There were no options granted in 2023 pursuant to our Stock Plans. e. Restricted stock units ("RSUs") and performance stock units ("PSUs"): A summary of RSUs and PSUs for employees, consultants and non-employee directors of the Company for the year ended December 31, 2023 is as follows: Number of shares Weighted-average Unvested as of January 1, 2023 8,340,732 $ 41.82 Granted 3,832,156 $ 28.74 Vested (3,077,903) $ 39.60 Forfeited (860,814) $ 39.38 Unvested as of December 31, 2023 8,234,171 $ 36.83 As of December 31, 2023 and 2022, there was $209,546 and $238,295, respectively, of total unrecognized compensation cost related to employees and non-employees unvested restricted stock units and performance stock units which is expected to be recognized over a weighted-average period of 2.305 and 2.309 years, respectively. The Company grants performance stock units to certain employees under its Stock Plans. The number of performance stock units earned and eligible to vest are generally determined after a one f. 2015 Employee Stock Purchase Plan On May 5, 2015, the Company’s stockholders approved the Varonis Systems, Inc. 2015 Employee Stock Purchase Plan (the “ESPP”), which the Company’s board of directors had adopted on March 19, 2015. The ESPP became effective as of June 30, 2015. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, at not less than 85% of the fair market value of the Company’s common stock on the first day or last trading day in the offering period, subject to any plan limitations. The Company initially reserved 1,500,000 shares of common stock for issuance under the ESPP. The number of shares available for issuance under the ESPP was increased on January 1, 2016 and has been, and will be, increased each January 1 thereafter, by an amount equal to the lesser of (i) one percent (1%) of the number of shares of common stock issued and outstanding on each December 31 immediately prior to the date of increase, except that the amount of each such increase will be limited to the number of shares of common stock necessary to bring the total number of shares of common stock available for issuance under the ESPP to two percent (2%) of the number of shares of common stock issued and outstanding on each such December 31, or (ii) 1,200,000 shares of common stock. Since January 1, 2016, the share reserve under the ESPP has been automatically increased by an aggregate of 3,402,705 shares. The ESPP will continue in effect until the earlier of (i) the date when no shares of common stock are available for issuance thereunder or (ii) June 30, 2025; unless terminated prior thereto by the Company’s board of directors or compensation committee, each of which has the right to terminate the ESPP at any time. g. Stock-based compensation expense for employees and consultants: The Company recognized stock-based compensation expense in the consolidated statements of operations as follows (in thousands): Year ended December 31, 2023 2022 2021 Cost of revenues $ 7,221 $ 10,720 $ 8,995 Research and development 48,679 50,971 36,033 Sales and marketing 48,047 51,793 39,684 General and administrative 35,872 29,378 25,067 Total $ 139,819 $ 142,862 $ 109,779 h. Follow-on offering: On February 16, 2021, the Company completed a registered public offering of 7,961,538 shares of the Company's common stock, which included 1,038,459 additional optional shares, at a price of $65.00 per share, before underwriting discounts and commissions. The common stock offering generated net proceeds to the Company of approximately $500,034, after deducting $17,466 in underwriting discounts and commissions and offering costs, which have been recorded against the proceeds received from the offering. i. Share Repurchase Program: In October 2022, the Company's board of directors authorized a share repurchase program of up to $100,000 of the Company’s common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, the Company was authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The Share Repurchase Program expired on October 31, 2023. The Company has repurchased and subsequently retired 4,415,093 shares under its Share Repurchase Program, for a total of $99,967. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES a. U.S. Tax Reform: On December 22, 2017, the Tax Cuts and Jobs Act (the "TCJA") was signed into law. The TCJA makes broad and complex changes to the Code that impact the Company's provision for income taxes. The changes include, but are not limited to: • Decreasing the corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017 (“Rate Reduction”); and • Taxation of GILTI earned by foreign subsidiaries beginning after December 31, 2017. The GILTI tax imposes a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. • Beginning in 2022, the TCJA requires taxpayers to capitalize research and development expenses with amortization periods over five and fifteen years, which has increased the Company's tax liability in the U.S.. As the Company has a valuation allowance against its deferred tax assets, including capitalized research and development costs, the taxable income in the United States has increased to account for the capitalization of research and development costs starting in 2022. GILTI Tax Certain income (i.e., GILTI) earned by controlled foreign corporations (“CFCs”) must be included currently in the gross income of the CFCs’ U.S. shareholder. GILTI is the excess of the shareholder’s “net CFC tested income” over the net deemed tangible income return, which is the excess of (1) 10 percent of the aggregate of the U.S. shareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder, over (2) the amount of certain interest expense taken into account in the determination of net CFC-tested income. For 2023, the Company is not subject to tax on account of GILTI as it has net CFC tested loss on an aggregated basis. Accounting for the TCJA The Company accounted for the tax impact related to the TCJA and believe its analysis to be completed. The Company recognizes that the IRS is continuing to publish and finalize ongoing guidance which may modify accounting interpretation for the TCJA, the Company would look to account for these impacts in the period of such change is enacted. b. The Company: The Company is taxed in accordance with U.S. tax laws. As of December 31, 2023, the Company had gross federal net operating loss ("NOL") carry-forwards of approximately $103,788, all of which can be carried forward indefinitely but can only be used to offset 80% of taxable income. As of December 31, 2023, the Company had NOL carry-forwards for state and foreign income tax purposes of approximately $90,699 and $29,074, respectively. State NOL carry-forwards of $73,767 expire between 2024-2042 and the remainder do not expire. Foreign NOL carry-forwards do not expire. In addition, as of December 31, 2023, the Company had federal research credit carryforwards of approximately $5,126. If not utilized, the federal tax carryforwards will begin to expire in 2041. A U.S. corporation's ability to utilize its federal and state NOL and tax credit carryforwards to offset its taxable income is limited under Section 382 of the Code if the corporation undergoes an ownership change (within the meaning of Code Section 382). In general, an “ownership change” occurs whenever the percentage of the stock of a corporation owned by “5-percent shareholders” (within the meaning of Code Section 382) increases by more than 50 percentage points over the lowest percentage of the stock of such corporation owned by such “5-percent shareholders” at any time over the testing period. An ownership change under Code Section 382 would establish an annual limitation to the amount of NOL and tax credit carryforwards the Company could utilize to offset its taxable income or income tax in any single year. The annual limitation may result in the expiration of net operating losses and credits before utilization and in the event we have a change of ownership, utilization of the carryforwards could be restricted. c. Loss before taxes on income is comprised as follows (in thousands): Year ended December 31, 2023 2022 2021 Domestic $ (21,491) $ (75,422) $ (101,245) Foreign (65,427) (35,393) (9,594) $ (86,918) $ (110,815) $ (110,839) d. Taxes on income (loss) are comprised as follows (in thousands): Year ended December 31, 2023 2022 2021 Current: Domestic: Federal $ (1,077) $ 3,008 $ (549) State 2,420 1,314 145 Foreign 12,569 9,123 5,182 Total current income tax $ 13,912 $ 13,445 $ 4,778 Deferred: Domestic: Federal $ 61 $ 83 $ 43 State 21 13 6 Foreign 4 162 1,195 Total deferred income tax $ 86 $ 258 $ 1,244 Income tax expense $ 13,998 $ 13,703 $ 6,022 e. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets are derived from its U.S. NOL carry-forwards and other temporary differences. ASC 740 requires an assessment of both positive and negative evidence concerning the realizability of our deferred tax assets in each jurisdiction. After considering evidence such as current and cumulative financial reporting incomes, the expected sources of future taxable income and tax planning strategies, the Company’s management concluded that a valuation allowance is required in the United States and some foreign jurisdictions. However, other foreign jurisdictions recorded a net deferred tax liability of $441 as of December 31, 2023. Future changes in these factors, including the Company’s anticipated results, could have a significant impact on the realization of the deferred tax assets which would result in an increase or decrease to the valuation allowance and a corresponding charge to income tax expense. The Company reevaluates the judgements surrounding its estimates and makes adjustments as appropriate each reporting period. Significant components of our deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Carry forward losses and credits $ 35,050 $ 57,592 Deferred revenues 26,578 13,376 Accrued payroll, commissions, vacation 8,473 6,852 Equity compensation 33,435 22,474 Allowance for credit losses 867 772 Accrued severance pay 273 294 Operating lease liability 11,786 12,462 Section 174 capitalized costs 59,321 37,964 Other 4,079 2,784 Deferred tax assets before valuation allowance 179,862 154,570 Valuation allowance (169,474) (142,563) Deferred tax assets $ 10,388 $ 12,007 Deferred tax liability: Operating lease right-of-use assets (9,760) (10,320) Other $ (1,069) $ (2,042) Deferred tax liability $ (10,829) $ (12,362) Net deferred tax asset (liability) $ (441) $ (355) The change in the valuation allowance was an increase of $26,911 and $23,681 during 2023 and 2022, respectively. f. Reconciliation of the theoretical tax expenses: A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company, and the actual tax expense as reported in the consolidated statements of operations is as follows (in thousands, except tax rate): Year ended December 31, 2023 2022 2021 Loss before taxes, as reported in the consolidated statements of operations $ (86,918) $ (110,815) $ (110,839) Statutory tax rate 21 % 21 % 21 % Theoretical tax benefits on the above amount at the US statutory tax rate $ (18,253) $ (23,271) $ (23,276) Income tax at rate other than the U.S. statutory tax rate 6,954 10,404 (2,621) Non-deductible expenses including equity based compensation expenses (3,983) 941 (8,533) Operating losses and other temporary differences for which valuation allowance was provided 27,291 18,201 41,340 Research and development tax credit (1,516) — — State tax (1,780) (1,301) (2,945) Impact of rate change (3,199) (207) (2,568) Change in tax reserve for uncertain tax positions 7,869 7,785 4,850 Other individually immaterial income tax items 615 1,151 (225) Actual tax expense $ 13,998 $ 13,703 $ 6,022 g. A reconciliation of the beginning and ending amounts of unrecognized tax benefits, including interest and penalties, in the years ended December 31, 2023 and 2022 are as follows (in thousands): Gross unrecognized tax benefits as of January 1, 2022 $ 9,540 Increase in tax position for current year 7,631 Increase in tax position for prior years 830 Decrease in tax position for prior years (677) Gross unrecognized tax benefits as of December 31, 2022 $ 17,324 Increase in tax position for current year 9,528 Increase in tax position for prior years 1,937 Decrease in tax position for prior years (3,596) Gross unrecognized tax benefits as of December 31, 2023 $ 25,193 There was $25,193 of unrecognized income tax benefits that, if recognized, approximately $1,011 would impact the effective tax rate in the period in which each of the benefits is recognized. The Company includes interest and penalties related to unrecognized tax benefits within the provision for income taxes on the consolidated statements of operations. The total amount of interest and penalties is approximately $2,584 as of December 31, 2023. h. Foreign taxation: 1. Israeli tax benefits under the Law for the Encouragement of Capital Investments, 1959 (the “Investment Law”): VSL has utilized various benefits under the Investment Law. Those benefits relate only to taxable income attributable to the specific investment program and are conditioned upon meeting the terms stipulated in the Investment Law, the related regulations and the applicable certificate of approval. If VSL does not fulfill these conditions, in whole or in part, the benefits will most likely be cancelled, and VSL may be required to refund the benefits, in an amount linked to the Israeli consumer price index plus interest. If cash dividends are distributed out of tax-exempt profits in a manner other than upon complete liquidation, VSL will then become liable for tax at the rate of 10% - 25% (depending on the level of foreign investments in VSL) in respect of the amount distributed. 2. Undistributed earnings of foreign subsidiaries: In general, it is the Company’s practice and intention to reinvest the earnings of its non-U.S. subsidiaries in those operations. Undistributed earnings, if any, of foreign subsidiaries are immaterial for all periods presented. Because the Company’s non-U.S. subsidiary earnings have previously been included in the computation of the one-time Transition Tax on foreign earnings required by the TCJA and throughout the years have been included in the GILTI computations, any additional taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of its foreign investments would generally be limited to foreign withholding taxes and/or U.S. state income taxes. i. Tax assessments: As of December 31, 2023, the Company's federal tax returns for the years 2010 through the current period, excluding the 2016 tax year which was audited by the Internal Revenue Service, and most state tax returns for the years 2009 through the current period, are still open to examination. The Company remains open to examination to the extent net carry-over unused operating losses and tax credit attributable to those years remain unutilized. The Company is currently under a state tax audit. During 2022, the Israeli Tax Authority initiated a withholding tax audit on VSL for the years 2018-2019. During 2023, the Company and the Israeli Tax Authority settled an income tax audit on Polyrize for the tax year 2020. The Company has final income tax assessments for VSL through 2019, Varonis (UK) Limited through 2019 and Varonis France SAS through 2020. All other foreign subsidiaries do not have final tax assessments since their respective inceptions. |
Financial Income (Expenses), Ne
Financial Income (Expenses), Net | 12 Months Ended |
Dec. 31, 2023 | |
Financial Income (Expenses), Net [Abstract] | |
Financial Income (Expenses), Net | FINANCIAL INCOME (EXPENSES), NET Year ended December 31, 2023 2022 2021 Financial income: Interest on bank deposits & other $ 34,561 $ 10,414 $ 164 Foreign exchange gains, net 916 5,147 — 35,477 15,561 164 Financial expenses: Amortization of debt discount and issuance costs 1,514 1,486 6,870 Interest expenses, principally from convertible note 3,197 3,167 3,168 Foreign exchange losses, net — — 1,699 Bank and other charges 461 495 572 (5,172) (5,148) (12,309) Financial income (expenses), net $ 30,305 $ 10,413 $ (12,145) |
Geographic Information and Majo
Geographic Information and Major Customer Data | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Geographic Information and Major Customer Data | GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA Summary information about geographic areas: ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one reportable segment and unit and derives revenues mainly from subscription licensing, SaaS revenues and maintenance and services fees (see Note 1 for a brief description of the Company’s business). The following is a summary of revenues within geographic areas (in thousands): Year ended December 31, 2023 2022 2021 Revenues based on customer’s location: North America $ 373,806 $ 352,298 $ 279,104 EMEA (*) 109,587 107,848 101,694 Rest of the World 15,767 13,488 9,336 Total revenues $ 499,160 $ 473,634 $ 390,134 (*) Sales to customers in France accounted for 10.5% of the Company’s revenues for the years ended December 31, 2021. During the years ended December 31, 2023, 2022 and 2021, respectively, there were no sales to a single customer exceeding 10% of the Company’s revenues. The following is a summary of long-lived assets, including property and equipment, net and operating lease right-of-use assets, within geographic areas (in thousands): December 31, 2023 2022 Long-lived assets by geographic region: United States $ 35,791 $ 40,304 Israel 34,755 38,385 Ireland 13,240 15,019 Other 2,016 2,107 $ 85,802 $ 95,815 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | a. Use of Estimates: The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company’s management evaluates estimates, including those related to evaluation of standalone selling price of subscription licenses, accounts receivable and credit loss allowances, fair values of stock-based awards, deferred taxes and income tax uncertainties, and contingent liabilities. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Financial Statements in U.S. Dollars | b. Financial Statements in U.S. Dollars: Most of the Company's revenues and costs are denominated in United States dollars (“dollars”). Some of the subsidiaries’ revenues and costs are primarily incurred in Euros, the Pound Sterling, Canadian dollars, Australian dollars, Singapore dollars and New Israeli Shekels ("NIS"); however, the Company’s management believes that the dollar is the primary currency of the economic environment in which it and each of its subsidiaries operate. Thus, the dollar is the Company’s functional and reporting currency. Accordingly, transactions denominated in currencies other than the functional currency are remeasured to the functional currency in accordance with ASC No. 830, “Foreign Currency Matters” at the exchange rate at the date of the transaction or the average exchange rate in the quarter. At the end of each reporting period, financial assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet date. Non-financial assets and liabilities are remeasured at historical exchange rates. Gains and losses related to remeasurement are recorded as financial income (expense), net in the consolidated statements of operations as appropriate. |
Principles of Consolidation | c. Principles of Consolidation: |
Cash, Cash Equivalents, Marketable Securities and Short-Term Investments | d. Cash, Cash Equivalents, Marketable Securities and Short-Term Investments: The Company accounts for investments in marketable securities in accordance with ASC No. 320, “Investments—Debt and Equity Securities” and ASC No. 326, “Financial Instruments—Credit Losses.” The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and other securities. Unrealized losses associated with investments in available for sale securities have all been in a continuous unrealized loss position of less than one year as of December 31, 2023 and 2022. The gross unrealized gains and losses related to these investments were due primarily to changes in interest rates. Available for sale debt securities with an amortized cost basis in excess of estimated fair value are assessed using the credit losses model for marketable securities to determine what portion of that difference, if any, is caused by expected credit losses. Expected credit losses on available for sale debt securities are recognized in financial income (expenses), net on the consolidated statements of operations. During the years ended December 31, 2023 and 2022, the Company did not recognize an allowance for credit losses on available for sale marketable securities. A short-term bank deposit is a deposit with a maturity of more than three months but less than one year. These deposits bore interest at rates ranging from 4.58% - 6.00%, per annum, as of December 31, 2023 and a rate of 3.50% - 5.82%, per annum, as of December 31, 2022. Short-term deposits are presented at cost which approximates fair value due to their short maturities. |
Property and Equipment | e. Property and Equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: % Computer equipment 33% Office furniture and equipment 14% — 15% Leasehold improvements Over the shorter of the expected lease |
Goodwill and Other Long-Lived Assets, including Acquired Intangible Assets and Right-of-Use-Asset | f. Goodwill and Other Long-Lived Assets, including Acquired Intangible Assets and Right-of-Use Assets: Goodwill represents the excess of the fair value of purchase consideration in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill amounts are not amortized, but rather tested for impairment at least annually or more often if circumstances indicate that the carrying value may not be recoverable. The Company operates as one reporting segment and considers the enterprise to be the only reporting unit. If the carrying amount of the Company's reporting unit exceeds its fair value, the Company recognizes an impairment loss in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. No indications of impairment of goodwill were noted during the periods presented. Acquired intangible assets consist of identifiable intangible assets, including developed technology and trademarks, resulting from business combinations. Acquired finite-lived intangible assets are initially recorded at fair value and are amortized on a straight-line basis over their estimated useful lives. Amortization expense of developed technology and trademarks are recorded within cost of revenues and sales and marketing, respectively, in the consolidated statements of operations. |
Long-Term Lease Deposits and Leases | g. Long-Term Lease Deposits: Long-term lease deposits include long-term deposits for offices. q. Leases: |
Revenue Recognition | h. Revenue Recognition: The Company generates revenues primarily in the form of subscription licenses, SaaS revenues and maintenance and services fees. Subscription license revenues are sold on-premises and are comprised of time-based licenses whereby customers use the Company's software (including support and unspecified upgrades and enhancements when and if they are available) for a specified period. In the second half of 2021, the Company launched its first SaaS offering, introducing new products and support for cloud applications and infrastructure. On October 31, 2022, the Company announced the availability of the Varonis Data Security Platform as a SaaS, which was previously only sold as a self-hosted solution. Maintenance and services primarily consist of fees for maintenance of past perpetual license sales (including support and unspecified upgrades and enhancements when and if they are available) and to a lesser extent professional services, which focus on both operationalizing the software and training its customers to fully leverage the use of the Company's products, although the user can benefit from the software without its assistance. The Company sells its products worldwide to a network of distributors and value-added resellers, and payment is typically due within 30 to 60 calendar days of the invoice date. The Company recognizes revenues in accordance with ASC No. 606, “Revenue from Contracts with Customers.” As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation. Subscription software that is sold on-premises is recognized at the point in time when the software license has been delivered and the benefit of the asset has transferred. Maintenance associated with subscription licenses is recognized ratably over the term of the agreement and is included within the subscriptions line of the consolidated statements of operations. The Company's SaaS offerings allow customers to use hosted software, and its revenue is recognized ratably over the associated contract period. Conversions from a license sold on-premises to the Company’s SaaS offering are accounted for on a pro-rata prospective basis. The Company recognizes revenues from maintenance agreements ratably over the term of the underlying maintenance contract. The term of the maintenance contract is usually one year. Renewals of maintenance contracts create new performance obligations that are satisfied over the new term with the revenues recognized ratably over the contract period. Revenues from professional services consist mostly of time and material services. The performance obligations are satisfied, and revenues are recognized, when the services are provided or once the service term has expired. The Company enters into contracts that can include combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The license is distinct upon delivery as the customer can derive the economic benefit of the software without any professional services, updates or technical support. The Company allocates the transaction price to each performance obligation based on its relative standalone selling price out of the total consideration of the contract. For maintenance included in subscription licenses, the Company determines the standalone selling prices based on the price at which it separately sells a renewal contract. For professional services, the Company determines the standalone selling prices based on the price at which it separately sells those services. For software licenses included in subscription licenses, the Company uses the residual approach to determine the standalone selling prices due to the lack of history of selling software license on a standalone basis and the highly variable sales price. Trade receivables are generally recorded at the invoice amount mostly for a one-year period, net of an allowance for credit losses. Deferred revenues represent mostly unrecognized fees billed or collected for SaaS and maintenance. Deferred revenues are recognized as (or when) the Company performs under the contract. Pursuant to these contracts, customers are generally not invoiced for subsequent years until the annual renewal occurs. The amount of revenues recognized in the period that was included in the opening deferred revenues balance was $108,373 for the year ended December 31, 2023. Revenues allocated to remaining performance obligations represent contracted revenues that have not yet been recognized, which includes deferred revenues and non-cancelable amounts that will be invoiced. The Company's remaining performance obligations were $378,164 as of December 31, 2023, of which it expects to recognize approximately 57% as revenue over the next 12 months and the remainder thereafter. For information regarding disaggregated revenues, refer to Note 13. i. Contract Costs: The Company pays sales commissions to sales and marketing and certain management personnel based on their attainment of certain predetermined sales goals. Sales commissions earned by employees are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions paid for initial contracts, which are not commensurate with sales commissions paid for renewal contracts, are capitalized and amortized over an expected period of benefit. Based on its technology, customer contracts and other factors, the Company has determined the expected period of benefit to be approximately four years. Sales commissions for renewal contracts are capitalized and then |
Cost of Revenues | j. Cost of Revenues: |
Accounting for Stock-Based Compensation | k. Accounting for Stock-Based Compensation: The Company accounts for stock-based compensation in accordance with ASC No. 718, “Compensation-Stock Compensation.” ASC No. 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an Option-Pricing Model. The Company recognizes compensation expenses for the value of its equity awards granted based on the straight-line method over the requisite service period of each of the awards. In addition, the Company grants performance stock units to certain employees. The number of performance stock units earned and eligible to vest are generally determined after a one |
Research and Development Costs | l. Research and Development Costs: Research and development costs are charged to the statement of operations as incurred. ASC No. 985-20, “Software-Costs of Software to Be Sold, Leased, or Marketed,” requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on the Company’s product development process, technological feasibility is established upon the completion of a working model. The Company does not incur material costs between the completion of the working model and the point at which the product is ready for general release. Therefore, research and development costs are charged to the statement of operations as incurred. |
Income Taxes | m. Income Taxes: The Company accounts for income taxes in accordance with ASC No. 740, using the asset and liability method whereby deferred tax assets and liability account balances are determined based on the differences between financial reporting and the tax basis for assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to the amounts that are more likely-than-not to be realized. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax provisions in its taxes on income. |
Derivative Instruments | n. Derivative Instruments: The Company’s primary objective for holding derivative instruments is to reduce its exposure to foreign currency rate changes. The Company reduces its exposure by entering into forward foreign exchange contracts with respect to operating expenses that are forecasted to be incurred in currencies other than the U.S. dollar. A majority of the Company’s revenues and operating expenditures are transacted in U.S. dollars. However, certain operating expenditures are incurred in or exposed to other currencies, primarily the NIS. The Company has established forecasted transaction currency risk management programs to protect against fluctuations in fair value and the volatility of future cash flows caused by changes in exchange rates. The Company’s currency risk management program includes forward foreign exchange contracts designated as cash flow hedges. These forward foreign exchange contracts generally mature within 12 months. Over the last several quarters, the Company has closed forward foreign exchange contracts beyond 12 months to capitalize on more favorable rates. In addition, the Company enters into forward contracts to hedge a portion of its monetary items in the balance sheet, such as trade receivables and payables, denominated in Euro and Pound Sterling for short-term periods (the “Fair Value Hedging Program”). The purpose of the Fair Value Hedging Program is to protect the fair value of the monetary assets from foreign exchange rate fluctuations. Gains and losses from derivatives related to the Fair Value Hedging Program are not designated as hedging instruments. The Company does not enter into derivative financial instruments for trading or speculative purposes. |
Concentrations of Credit Risks | o. Concentrations of Credit Risks: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, marketable securities, short-term deposits and trade receivables. The Company’s cash, cash equivalents, marketable securities and short-term deposits are invested in major banks mainly in the United States but also in Israel, France, Canada, the United Kingdom, Germany, the Netherlands, Ireland, Luxembourg, Australia and Singapore. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. The Company maintains cash and cash equivalents with reputable financial institutions and monitors the amount of credit exposure to each financial institution. The Company’s trade receivables are geographically diversified and derived primarily from sales to a network of distributors and VARs mainly in the United States and Europe. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its channel partners and establishes an allowance for credit losses based upon a specific review of all significant outstanding invoices, historical collection experience, customer creditworthiness, current, and future economic and market condition. The Company writes off receivables when they are deemed uncollectible and having exhausted all collection efforts. |
Retirement and Severance Pay | p. Retirement and Severance Pay: VSI and Varonis U.S. Public Sector LLC ("VPS") make available to its employees a retirement plan (the “U.S. Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). Participants in the U.S. Plan may elect to defer a portion of their pre-tax earnings, up to the Internal Revenue Service annual contribution limit. VSI and VPS match 100% of each participant’s contributions up to a maximum of 3% of the participant’s total pay and 50% of each participant’s contributions on contributions between 3% and 5% of the participant’s total pay. Each participant may contribute up to 80% of total remuneration up to the Internal Revenue Service’s annual contribution limit. Contributions to the U.S. Plan are recorded during the year contributed as an expense in the consolidated statements of income. Varonis Systems Ltd ("VSL") makes available to its employees, pursuant to Israel’s Severance Pay Law, severance pay equal to one month’s salary for each year of employment, or a portion thereof. The employees of the Israeli subsidiary elected to be included under section 14 of the Severance Pay Law, 1963 (“section 14”). According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments in accordance with section 14 release the Company from any future severance payments (under the above Israeli Severance Pay Law) in respect of those employees; therefore, related assets and liabilities are not presented in the balance sheet. The Company’s liability for severance pay for the employees of its French subsidiary is calculated pursuant to French law, according to which French employees are entitled to an indemnity (a statutory redundancy). The law provides for the payment of severance payment to any employee working for the French subsidiary for at least a year. |
Fair Value of Financial Instruments | r. Fair Value of Financial Instruments: Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3: Unobservable inputs reflecting the Company's own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of cash and cash equivalents, marketable securities, trade receivables, short-term deposits and trade payables approximate their fair value due to the short-term maturity of such instruments. |
Basic and Diluted Net Loss Per Share | s. Basic and Diluted Net Loss Per Share: Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive securities, including stock options, restricted stock units, performance stock units and the shares related to the conversion of the 1.25% Convertible Senior Notes issued by the Company on May 11, 2020 and due August 2025 in an aggregate principal amount of $253,000 (the "2025 Notes"), to the extent dilutive. |
Contingent Liabilities | t. Contingent Liabilities: The Company accounts for its contingent liabilities in accordance with ASC No. 450 “Contingencies.” A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2023 and 2022, the Company was not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. |
Revolving Credit Facility | |
Basis of Presentation | u. Basis of Presentation: Certain amounts in prior years' financial statements have been recast and reclassified to conform to the current year's presentation. |
Recently Issued Accounting Pronouncements Not Yet Adopted | v. Recently Issued Accounting Pronouncements Not Yet Adopted: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses on an interim and annual basis. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for the fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company is currently evaluating the effect of adopting the ASU on its disclosures. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures . The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. The Company is currently evaluating the effect of adopting the ASU on its disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents, Marketable Securities and Short-Term Deposits | The Company considers all investments purchased with maturities at the date of purchase greater than three months but less than one year to be short-term. Investments purchased with maturities at the date of purchase greater than one year are classified as long-term assets. Marketable securities are classified as available for sale and are, therefore, recorded at fair value on the consolidated balance sheet, with any unrealized gains and losses reported in accumulated other comprehensive loss, which is reflected as a separate component of stockholders’ equity in the Company’s consolidated balance sheets, until realized. The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included as a component of financial income (expenses), net in the consolidated statement of operations. Cash, cash equivalents, marketable securities and deposits consist of the following (in thousands): As of December 31, 2023 Amortized Gross Gross Fair Cash and cash equivalents Money market funds $ 164,848 $ — $ — $ 164,848 Total $ 164,848 $ — $ — $ 164,848 Marketable securities US Treasury securities $ 242,633 $ 530 $ (1) $ 243,162 US Government Agency securities 9,972 41 — 10,013 Total $ 252,605 $ 571 $ (1) $ 253,175 Short-term deposits Term bank deposits $ 49,800 $ — $ — $ 49,800 Total $ 49,800 $ — $ — $ 49,800 Long-term marketable securities US Treasury securities $ 209,961 $ 1,102 $ — $ 211,063 Total $ 209,961 $ 1,102 $ — $ 211,063 As of December 31, 2022 Amortized Gross Gross Fair Cash and cash equivalents Money market funds $ 278,022 $ — $ — $ 278,022 Total $ 278,022 $ — $ — $ 278,022 Marketable securities US Treasury securities $ 159,165 $ 2 $ (211) $ 158,956 US Government Agency securities 55,967 5 (72) 55,900 Commercial paper 13,679 — — 13,679 Corporate bonds 7,804 4 (5) 7,803 Total $ 236,615 $ 11 $ (288) $ 236,338 Short-term deposits Term bank deposits $ 128,350 $ — $ — $ 128,350 Total $ 128,350 $ — $ — $ 128,350 |
Property, Plant and Equipment Estimated Useful Life | Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: % Computer equipment 33% Office furniture and equipment 14% — 15% Leasehold improvements Over the shorter of the expected lease |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | Derivative instruments measured at fair value and their classification on the consolidated balance sheets are presented in the following table (in thousands): Assets (liabilities) as of Liabilities as of December 31, 2023 December 31, 2022 Notional Fair Notional Fair Foreign exchange forward contract derivatives in cash flow hedging relationships included in prepaid expenses and other current assets $ 128,411 $ 3,372 $ — $ — Foreign exchange forward contract derivatives in cash flow hedging relationships included in accrued expenses and other short-term liabilities $ — $ — $ 136,426 $ (7,221) Foreign exchange forward contract derivatives in cash flow hedging relationships included in long-term other assets $ 33,233 $ 519 $ — $ — Foreign exchange forward contract derivatives in cash flow hedging relationships included in long-term other liabilities $ 102,216 $ (1,624) $ 107,210 $ (2,060) Foreign exchange forward contract derivatives for monetary items included in prepaid expenses and other current assets $ 39,155 $ 36 $ — $ — Foreign exchange forward contract derivatives for monetary items included in accrued expenses and other short-term liabilities $ 5,213 $ (7) $ 32,066 $ (226) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2023 2022 Prepaid expenses 22,782 10,219 Deferred commission 21,694 19,389 Foreign currency forward contracts derivatives 3,408 — Government institutions & other receivables 15,406 7,176 Short-term deposits & other 1,036 406 Prepaid expenses and other current assets $ 64,326 $ 37,190 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net consist of the following (in thousands): December 31, 2023 2022 Cost: Computer equipment $ 27,949 $ 28,998 Office furniture and equipment 5,661 5,717 Leasehold improvements 45,878 45,520 79,488 80,235 Accumulated depreciation 45,524 41,192 Property and equipment, net $ 33,964 $ 39,043 |
Accrued Expenses and Other Sh_2
Accrued Expenses and Other Short Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of Accounts Expense and Other Liabilities | Accrued expenses and other short-term liabilities December 31, 2023 2022 Employees $ 44,158 $ 42,000 Government authorities and other 43,788 34,745 Accrued expenses 27,055 21,167 Operating lease liabilities, current 10,049 9,872 Foreign exchange forward contract derivatives 7 7,447 Accrued expenses and other short-term liabilities $ 125,057 $ 115,231 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Right-of-Use Assets and Lease Liabilities | The Company has various operating leases for office space, vehicles and office equipment that expire through 2032. The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Below is a summary of the Company's operating right-of-use assets and operating lease liabilities (in thousands): December 31, 2023 Operating lease right-of-use assets $ 51,838 Operating lease liabilities, current $ (10,049) Operating lease liabilities, long-term (51,313) Total operating lease liabilities $ (61,362) |
Lessee, Operating Lease, Liability, Maturity | Minimum lease payments for the Company's right-of-use assets over the remaining lease periods as of December 31, 2023, are as follows (in thousands): December 31, 2023 2024 $ 11,839 2025 11,276 2026 9,956 2027 9,844 2028 9,791 Thereafter 14,057 Total undiscounted lease payments $ 66,763 Less: Imputed interest (5,401) Present value of lease liabilities $ 61,362 |
Summary of Weighted Average Remaining Lease Terms and Discount Rates | The weighted average remaining lease terms and discount rates for all operating leases were as follows as of December 31, 2023: Remaining lease term and discount rate: Weighted average remaining lease term (years) 6.34 Weighted average discount rate 2.90 % |
Convertible Senior Notes and _2
Convertible Senior Notes and Capped Call Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Net Carrying Amount of Liability and Equity Components of Convertible Notes | The net carrying amount of the 2025 Notes was as follows (in thousands): December 31, 2023 Liability Principal $ 253,000 Unamortized issuance costs (2,523) Net carrying amount $ 250,477 |
Schedule of Interest Expense | The interest expense recognized related to the 2025 Notes for the years ended December 31, 2023, 2022 and 2021 was as follows (in thousands): Year ended December 31, 2023 2022 2021 Contractual interest expense $ 3,163 $ 3,162 $ 3,162 Amortization of debt discount — — 5,651 Amortization of debt issuance costs 1,514 1,486 1,219 Total $ 4,677 $ 4,648 $ 10,032 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Total cost and amortization of intangible assets is comprised of the following (in thousands, except useful life): Intangible assets, net Estimated Useful Life December 31, 2023 Developed technology & trademarks 4 $ 6,110 Total intangible assets 6,110 Less: Accumulated amortization 4,847 Total intangible assets, net $ 1,263 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table summarizes estimated future amortization expense of our intangible assets as of December 31, 2023 (in thousands): Years ending December 31, Amount 2024 1,263 Total future amortization expense $ 1,263 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth the Company’s assets and liabilities that were measured at fair value as of December 31, 2023 and 2022 by level within the fair value hierarchy (in thousands): As of December 31, 2023 As of December 31, 2022 Level I Level Level Fair Level I Level Level Fair Financial assets: Cash equivalents: Money market funds $ 164,848 $ — $ — $ 164,848 $ 278,022 $ — $ — $ 278,022 Marketable securities: US Treasury securities — 243,162 — 243,162 — 158,956 — 158,956 US Government Agency securities — 10,013 — 10,013 — 55,900 — 55,900 Commercial paper — — — — — 13,679 — 13,679 Corporate bonds — — — — — 7,803 — 7,803 Prepaid expenses and other current assets: Forward foreign exchange contracts — 3,408 — 3,408 — — — — Long-term marketable securities: US Treasury securities — 211,063 — 211,063 — — — — Long-term other assets: Forward foreign exchange contracts — 519 — 519 — — — — Financial liabilities: Accrued expenses and other short-term liabilities: Forward foreign exchange contracts — (7) — (7) — (7,447) — (7,447) Long-term other liabilities: Forward foreign exchange contracts — (1,624) — (1,624) — (2,060) — (2,060) Total financial assets (liabilities) $ 164,848 $ 466,534 $ — $ 631,382 $ 278,022 $ 226,831 $ — $ 504,853 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stock by Class | a. Composition of common stock capital: Authorized Issued and outstanding Number of shares December 31, December 31, 2023 2022 2023 2022 Stock of $0.001 par value: Common stock 200,000,000 200,000,000 109,103,721 107,673,052 |
Share-based Compensation, Stock Options, Activity | A summary of employees’ stock options activities during the year ended December 31, 2023 is as follows: Year ended December 31, 2023 Number Weighted Aggregate Weighted Options outstanding at the beginning of the year 691,573 $ 7.533 $ 11,347 1.901 Granted — $ — Exercised (102,999) $ 7.647 Forfeited (15,144) $ 5.585 Options outstanding at the end of the period 573,430 $ 7.564 $ 21,627 0.962 Options exercisable at the end of the period 572,476 $ 7.567 $ 21,590 0.954 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The options outstanding as of December 31, 2023 have been separated into ranges of exercise price as follows: Range of exercise price Options outstanding as of December 31, 2023 Weighted Weighted Options exercisable as of December 31, 2023 Weighted Weighted $ 5.623 — 5.682 69,534 2.687 $ 5.631 68,580 2.639 $ 5.631 $ 7.000 — 7.337 377,716 0.599 $ 7.069 377,716 0.599 $ 7.069 $ 9.960 120,180 1.142 $ 9.960 120,180 1.142 $ 9.960 $ 13.287 6,000 0.222 $ 13.287 6,000 0.222 $ 13.287 573,430 0.962 $ 7.564 572,476 0.954 $ 7.567 |
Schedule of Stockholders' Equity Note, Warrants or Rights | The Company’s outstanding options granted to consultants for services as of December 31, 2023 were as follows: Issuance date Number of options outstanding and exercisable Range of exercise price Exercisable March 2014 - February 2016 17,100 $ 5.623 — $ 13.287 March 2024 - February 2026 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of RSUs and PSUs for employees, consultants and non-employee directors of the Company for the year ended December 31, 2023 is as follows: Number of shares Weighted-average Unvested as of January 1, 2023 8,340,732 $ 41.82 Granted 3,832,156 $ 28.74 Vested (3,077,903) $ 39.60 Forfeited (860,814) $ 39.38 Unvested as of December 31, 2023 8,234,171 $ 36.83 |
Share-based Payment Arrangement, Performance Shares, Activity | A summary of RSUs and PSUs for employees, consultants and non-employee directors of the Company for the year ended December 31, 2023 is as follows: Number of shares Weighted-average Unvested as of January 1, 2023 8,340,732 $ 41.82 Granted 3,832,156 $ 28.74 Vested (3,077,903) $ 39.60 Forfeited (860,814) $ 39.38 Unvested as of December 31, 2023 8,234,171 $ 36.83 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The Company recognized stock-based compensation expense in the consolidated statements of operations as follows (in thousands): Year ended December 31, 2023 2022 2021 Cost of revenues $ 7,221 $ 10,720 $ 8,995 Research and development 48,679 50,971 36,033 Sales and marketing 48,047 51,793 39,684 General and administrative 35,872 29,378 25,067 Total $ 139,819 $ 142,862 $ 109,779 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | c. Loss before taxes on income is comprised as follows (in thousands): Year ended December 31, 2023 2022 2021 Domestic $ (21,491) $ (75,422) $ (101,245) Foreign (65,427) (35,393) (9,594) $ (86,918) $ (110,815) $ (110,839) |
Schedule of Components of Income Tax Expense (Benefit) | d. Taxes on income (loss) are comprised as follows (in thousands): Year ended December 31, 2023 2022 2021 Current: Domestic: Federal $ (1,077) $ 3,008 $ (549) State 2,420 1,314 145 Foreign 12,569 9,123 5,182 Total current income tax $ 13,912 $ 13,445 $ 4,778 Deferred: Domestic: Federal $ 61 $ 83 $ 43 State 21 13 6 Foreign 4 162 1,195 Total deferred income tax $ 86 $ 258 $ 1,244 Income tax expense $ 13,998 $ 13,703 $ 6,022 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Carry forward losses and credits $ 35,050 $ 57,592 Deferred revenues 26,578 13,376 Accrued payroll, commissions, vacation 8,473 6,852 Equity compensation 33,435 22,474 Allowance for credit losses 867 772 Accrued severance pay 273 294 Operating lease liability 11,786 12,462 Section 174 capitalized costs 59,321 37,964 Other 4,079 2,784 Deferred tax assets before valuation allowance 179,862 154,570 Valuation allowance (169,474) (142,563) Deferred tax assets $ 10,388 $ 12,007 Deferred tax liability: Operating lease right-of-use assets (9,760) (10,320) Other $ (1,069) $ (2,042) Deferred tax liability $ (10,829) $ (12,362) Net deferred tax asset (liability) $ (441) $ (355) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company, and the actual tax expense as reported in the consolidated statements of operations is as follows (in thousands, except tax rate): Year ended December 31, 2023 2022 2021 Loss before taxes, as reported in the consolidated statements of operations $ (86,918) $ (110,815) $ (110,839) Statutory tax rate 21 % 21 % 21 % Theoretical tax benefits on the above amount at the US statutory tax rate $ (18,253) $ (23,271) $ (23,276) Income tax at rate other than the U.S. statutory tax rate 6,954 10,404 (2,621) Non-deductible expenses including equity based compensation expenses (3,983) 941 (8,533) Operating losses and other temporary differences for which valuation allowance was provided 27,291 18,201 41,340 Research and development tax credit (1,516) — — State tax (1,780) (1,301) (2,945) Impact of rate change (3,199) (207) (2,568) Change in tax reserve for uncertain tax positions 7,869 7,785 4,850 Other individually immaterial income tax items 615 1,151 (225) Actual tax expense $ 13,998 $ 13,703 $ 6,022 |
Schedule of Unrecognized Tax Benefits Roll Forward | g. A reconciliation of the beginning and ending amounts of unrecognized tax benefits, including interest and penalties, in the years ended December 31, 2023 and 2022 are as follows (in thousands): Gross unrecognized tax benefits as of January 1, 2022 $ 9,540 Increase in tax position for current year 7,631 Increase in tax position for prior years 830 Decrease in tax position for prior years (677) Gross unrecognized tax benefits as of December 31, 2022 $ 17,324 Increase in tax position for current year 9,528 Increase in tax position for prior years 1,937 Decrease in tax position for prior years (3,596) Gross unrecognized tax benefits as of December 31, 2023 $ 25,193 |
Financial Income (Expenses), _2
Financial Income (Expenses), Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial Income (Expenses), Net [Abstract] | |
Schedule of Nonoperating Income, by Component | Year ended December 31, 2023 2022 2021 Financial income: Interest on bank deposits & other $ 34,561 $ 10,414 $ 164 Foreign exchange gains, net 916 5,147 — 35,477 15,561 164 Financial expenses: Amortization of debt discount and issuance costs 1,514 1,486 6,870 Interest expenses, principally from convertible note 3,197 3,167 3,168 Foreign exchange losses, net — — 1,699 Bank and other charges 461 495 572 (5,172) (5,148) (12,309) Financial income (expenses), net $ 30,305 $ 10,413 $ (12,145) |
Geographic Information and Ma_2
Geographic Information and Major Customer Data (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Geographic Areas | The following is a summary of revenues within geographic areas (in thousands): Year ended December 31, 2023 2022 2021 Revenues based on customer’s location: North America $ 373,806 $ 352,298 $ 279,104 EMEA (*) 109,587 107,848 101,694 Rest of the World 15,767 13,488 9,336 Total revenues $ 499,160 $ 473,634 $ 390,134 (*) Sales to customers in France accounted for 10.5% of the Company’s revenues for the years ended December 31, 2021. |
Long-lived Assets by Geographic Areas | The following is a summary of long-lived assets, including property and equipment, net and operating lease right-of-use assets, within geographic areas (in thousands): December 31, 2023 2022 Long-lived assets by geographic region: United States $ 35,791 $ 40,304 Israel 34,755 38,385 Ireland 13,240 15,019 Other 2,016 2,107 $ 85,802 $ 95,815 |
General - Narrative (Details)
General - Narrative (Details) | Dec. 31, 2023 subsidiary |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Subsidiary or equity method investee, number | 12 |
Significant Accounting Polici_4
Significant Accounting Policies - Cash, Cash Equivalents and Short-term Deposits (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Significant Accounting Policies [Line Items] | ||
Money market funds | $ 164,848 | $ 278,022 |
Marketable securities | ||
Significant Accounting Policies [Line Items] | ||
Amortized Cost | 252,605 | 236,615 |
Gross Unrealized Gains | 571 | 11 |
Gross Unrealized Losses | (1) | (288) |
Fair Value | 253,175 | 236,338 |
Marketable securities | Long-term marketable securities | ||
Significant Accounting Policies [Line Items] | ||
Amortized Cost | 209,961 | |
Gross Unrealized Gains | 1,102 | |
Gross Unrealized Losses | 0 | |
Fair Value | 211,063 | |
US Treasury securities | ||
Significant Accounting Policies [Line Items] | ||
Amortized Cost | 242,633 | 159,165 |
Gross Unrealized Gains | 530 | 2 |
Gross Unrealized Losses | (1) | (211) |
Fair Value | 243,162 | 158,956 |
US Treasury securities | Long-term marketable securities | ||
Significant Accounting Policies [Line Items] | ||
Amortized Cost | 209,961 | |
Gross Unrealized Gains | 1,102 | |
Gross Unrealized Losses | 0 | |
Fair Value | 211,063 | |
US Government Agency securities | ||
Significant Accounting Policies [Line Items] | ||
Amortized Cost | 9,972 | 55,967 |
Gross Unrealized Gains | 41 | 5 |
Gross Unrealized Losses | 0 | (72) |
Fair Value | 10,013 | 55,900 |
Commercial paper | ||
Significant Accounting Policies [Line Items] | ||
Amortized Cost | 13,679 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 13,679 | |
Corporate bonds | ||
Significant Accounting Policies [Line Items] | ||
Amortized Cost | 7,804 | |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | (5) | |
Fair Value | 7,803 | |
Short-term deposits | ||
Significant Accounting Policies [Line Items] | ||
Amortized Cost | 49,800 | 128,350 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 49,800 | 128,350 |
Term bank deposits | ||
Significant Accounting Policies [Line Items] | ||
Amortized Cost | 49,800 | 128,350 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 49,800 | 128,350 |
Money market funds | ||
Significant Accounting Policies [Line Items] | ||
Money market funds | $ 164,848 | $ 278,022 |
Significant Accounting Polici_5
Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) segment Rate shares | Dec. 31, 2022 USD ($) Rate shares | Dec. 31, 2021 USD ($) shares | May 11, 2020 USD ($) | |
Significant Accounting Policies [Line Items] | ||||
Number of reportable segments | segment | 1 | |||
Number of reporting units | segment | 1 | |||
Operating lease, impairment loss | $ 0 | $ 0 | ||
Remaining performance obligation | 378,164,000 | |||
Contract with customer, liability, revenue recognized | $ 108,373,000 | |||
Capitalized contract cost, amortization period (years) | 4 years | |||
Stock-based compensation | $ 139,819,000 | 142,862,000 | $ 109,779,000 | |
Loss (income) on derivative instruments reclassified into earnings, net of tax | (14,256,000) | 3,818,000 | (8,901,000) | |
Derivative instruments not designated as hedging instruments, gain (loss), net | (508,000) | 2,146,000 | 959,000 | |
Severance and retirement costs | $ 11,707,000 | $ 11,366,000 | $ 9,598,000 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||||
Significant Accounting Policies [Line Items] | ||||
Percentage of remaining performance obligation expected to be recognize in next 12 months | 57% | |||
Remaining performance obligation, period | 12 months | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||||
Significant Accounting Policies [Line Items] | ||||
Remaining performance obligation, period | ||||
Restricted Stock Units and Stock Options | ||||
Significant Accounting Policies [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | shares | 8,824,701 | 9,054,955 | 8,556,245 | |
2025 Senior Notes | ||||
Significant Accounting Policies [Line Items] | ||||
Debt instrument, face amount | $ 253,000,000 | |||
2025 Senior Notes | Convertible Debt Securities | ||||
Significant Accounting Policies [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | shares | 8,239,254 | 8,239,254 | 8,239,254 | |
Convertible Debt | 2025 Senior Notes | ||||
Significant Accounting Policies [Line Items] | ||||
Interest rate, stated percentage | 1.25% | |||
Debt instrument, face amount | $ 253,000,000 | |||
Long-term other liabilities: | ||||
Significant Accounting Policies [Line Items] | ||||
Restructuring reserve | $ 2,744,000 | $ 2,357,000 | ||
Israel | VSIL Plan | ||||
Significant Accounting Policies [Line Items] | ||||
Defined contribution plan, maximum annual contributions per employee, percent | 8.33% | |||
Deferred Salary Arrangement | United States | ||||
Significant Accounting Policies [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of match | 100% | |||
Defined contribution plan, employer matching contribution, percent of participants contribution | 50% | |||
Foreign Exchange Contract | ||||
Significant Accounting Policies [Line Items] | ||||
Loss (income) on derivative instruments reclassified into earnings, net of tax | $ 14,256,000 | $ (3,818,000) | $ (8,901,000) | |
Minimum | Deferred Salary Arrangement | United States | ||||
Significant Accounting Policies [Line Items] | ||||
Defined contribution plan, contributions, percentage of participants base pay | 3% | |||
Minimum | United States of America, Dollars | ||||
Significant Accounting Policies [Line Items] | ||||
Investment interest rate | Rate | 4.58% | 3.50% | ||
Maximum | Deferred Salary Arrangement | United States | ||||
Significant Accounting Policies [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of base pay | 3% | |||
Defined contribution plan, contributions, percentage of participants base pay | 5% | |||
Participant matching contribution percentage of base remuneration | 80% | |||
Maximum | United States of America, Dollars | ||||
Significant Accounting Policies [Line Items] | ||||
Investment interest rate | Rate | 6% | 5.82% | ||
Maintenance and services | ||||
Significant Accounting Policies [Line Items] | ||||
Revenue, performance obligation, description of timing | one year |
Significant Accounting Polici_6
Significant Accounting Policies - Property and Equipment, Schedule of Depreciation Annual Rates and Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Computer equipment | |
Significant Accounting Policies [Line Items] | |
Depreciation rate | 33% |
Office furniture and equipment | Minimum | |
Significant Accounting Policies [Line Items] | |
Depreciation rate | 14% |
Office furniture and equipment | Maximum | |
Significant Accounting Policies [Line Items] | |
Depreciation rate | 15% |
Significant Accounting Polici_7
Significant Accounting Policies - Derivative Instruments Measured at Fair Value (Details) - Foreign Exchange Contract - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Other Current Assets | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Notional Amount | $ 128,411 | $ 0 |
Derivative Asset, Fair Value | 3,372 | |
Derivative Liability, Fair Value | 0 | |
Prepaid Expenses and Other Current Assets | Fair Value Hedging | ||
Derivative [Line Items] | ||
Notional Amount | 39,155 | 0 |
Derivative Asset, Fair Value | 36 | |
Derivative Liability, Fair Value | 0 | |
Accrued expenses and other short-term liabilities: | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Notional Amount | 0 | 136,426 |
Derivative Asset, Fair Value | 0 | |
Derivative Liability, Fair Value | (7,221) | |
Accrued expenses and other short-term liabilities: | Fair Value Hedging | ||
Derivative [Line Items] | ||
Notional Amount | 5,213 | 32,066 |
Derivative Liability, Fair Value | (7) | (226) |
Other Noncurrent Assets | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Notional Amount | 33,233 | 0 |
Derivative Asset, Fair Value | 519 | |
Derivative Liability, Fair Value | 0 | |
Long-Term Other Liabilities | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Notional Amount | 102,216 | 107,210 |
Derivative Liability, Fair Value | $ (1,624) | $ (2,060) |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 22,782 | $ 10,219 |
Deferred commission | 21,694 | 19,389 |
Foreign currency forward contracts derivatives | 3,408 | 0 |
Government institutions & other receivables | 15,406 | 7,176 |
Short-term deposits & other | 1,036 | 406 |
Prepaid expenses and other current assets | $ 64,326 | $ 37,190 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 79,488 | $ 80,235 |
Accumulated depreciation | 45,524 | 41,192 |
Property and equipment, net | 33,964 | 39,043 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 27,949 | 28,998 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,661 | 5,717 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 45,878 | $ 45,520 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 10,177 | $ 10,651 | $ 9,355 |
Accrued Expenses and Other Sh_3
Accrued Expenses and Other Short Term Liabilities - Schedule of Accrued Expenses and Other Short Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Employees | $ 44,158 | $ 42,000 |
Government authorities and other | 43,788 | 34,745 |
Accrued expenses | 27,055 | 21,167 |
Operating lease liabilities, current | 10,049 | 9,872 |
Foreign exchange forward contract derivatives | 7 | 7,447 |
Accrued expenses and other short-term liabilities | $ 125,057 | $ 115,231 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other short-term liabilities | Accrued expenses and other short-term liabilities |
Leases - Summary of Right-of-Us
Leases - Summary of Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 51,838 | $ 56,772 |
Operating lease liabilities, current | (10,049) | (9,872) |
Operating lease liabilities, long-term | (51,313) | $ (57,627) |
Total operating lease liabilities | $ (61,362) |
Leases - Minimum Lease Payments
Leases - Minimum Lease Payments for Right-of-Use Assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 11,839 |
2025 | 11,276 |
2026 | 9,956 |
2027 | 9,844 |
2028 | 9,791 |
Thereafter | 14,057 |
Total undiscounted lease payments | 66,763 |
Less: Imputed interest | (5,401) |
Present value of lease liabilities | $ 61,362 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other short-term liabilities | Accrued expenses and other short-term liabilities | |
Operating leases, expense | $ 9,803 | $ 9,593 | $ 6,920 |
Sublease Income | $ 1,772 | $ 825 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Terms and Discount Rates (Details) | Dec. 31, 2023 |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 6 years 4 months 2 days |
Weighted average discount rate | 2.90% |
Convertible Senior Notes and _3
Convertible Senior Notes and Capped Call Transactions - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
May 11, 2020 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
Accumulated deficit | $ (644,390) | $ (543,474) | ||
Additional paid-in capital | $ (1,142,578) | (1,055,048) | ||
Cap price (in usd per share) | $ / shares | $ 47.24 | |||
Cumulative Effect, Period of Adoption, Adjustment | ||||
Debt Instrument [Line Items] | ||||
Accumulated deficit | $ 8,647 | |||
Additional paid-in capital | 30,794 | |||
Liabilities | $ 22,147 | |||
2025 Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Fair value of the notes | $ 386,201 | $ 260,749 | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Payments for capped calls | $ 29,348 | |||
Convertible Debt | 2025 Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | 253,000 | |||
Proceeds from issuance of convertible senior notes, net of issuance costs | $ 245,158 | |||
Interest rate, stated percentage | 1.25% | |||
Debt instrument, convertible, conversion ratio | 0.0325668 | |||
Initial conversion price (in dollars per share) | $ / shares | $ 30.71 | |||
Debt instrument, interest rate, effective percentage | 1.87% |
Convertible Senior Notes and _4
Convertible Senior Notes and Capped Call Transactions - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Net carrying amount | $ 250,477 | $ 248,963 |
2025 Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal | 253,000 | |
Unamortized issuance costs | (2,523) | |
Net carrying amount | $ 250,477 |
Convertible Senior Notes and _5
Convertible Senior Notes and Capped Call Transactions - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 3,197 | $ 3,167 | $ 3,168 |
2025 Senior Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 3,163 | 3,162 | 3,162 |
Amortization of debt discount | 0 | 0 | 5,651 |
Amortization of debt issuance costs | 1,514 | 1,486 | 1,219 |
Total | $ 4,677 | $ 4,648 | $ 10,032 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Cost and Amortization of Intangible Assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets | $ 6,110 |
Less: Accumulated amortization | 4,847 |
Total intangible assets, net | $ 1,263 |
Developed technology & trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 4 years |
Total intangible assets | $ 6,110 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 1,525 | $ 1,525 | $ 1,533 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 1,263 |
Total intangible assets, net | $ 1,263 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 164,848 | $ 278,022 |
Long-term marketable securities | 211,063 | 0 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 164,848 | 278,022 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets (liabilities) | 631,382 | 504,853 |
Fair Value, Recurring | US Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | 211,063 | 0 |
Fair Value, Recurring | Forward foreign exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 3,408 | 0 |
Long-term other assets: | 519 | 0 |
Fair Value, Recurring | Forward foreign exchange contracts | Accrued expenses and other short-term liabilities: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued expenses and other short-term liabilities | (7) | (7,447) |
Fair Value, Recurring | Forward foreign exchange contracts | Long-term other liabilities: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued expenses and other short-term liabilities | (1,624) | (2,060) |
Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 164,848 | 278,022 |
Fair Value, Recurring | US Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 243,162 | 158,956 |
Fair Value, Recurring | US Government Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 10,013 | 55,900 |
Fair Value, Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 13,679 |
Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 7,803 |
Fair Value, Recurring | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets (liabilities) | 164,848 | 278,022 |
Fair Value, Recurring | Level I | US Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | 0 | 0 |
Fair Value, Recurring | Level I | Forward foreign exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 0 | 0 |
Long-term other assets: | 0 | 0 |
Fair Value, Recurring | Level I | Forward foreign exchange contracts | Accrued expenses and other short-term liabilities: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued expenses and other short-term liabilities | 0 | 0 |
Fair Value, Recurring | Level I | Forward foreign exchange contracts | Long-term other liabilities: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued expenses and other short-term liabilities | 0 | 0 |
Fair Value, Recurring | Level I | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 164,848 | 278,022 |
Fair Value, Recurring | Level I | US Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Recurring | Level I | US Government Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Recurring | Level I | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Recurring | Level I | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Recurring | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets (liabilities) | 466,534 | 226,831 |
Fair Value, Recurring | Level II | US Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | 211,063 | 0 |
Fair Value, Recurring | Level II | Forward foreign exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 3,408 | 0 |
Long-term other assets: | 519 | 0 |
Fair Value, Recurring | Level II | Forward foreign exchange contracts | Accrued expenses and other short-term liabilities: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued expenses and other short-term liabilities | (7) | (7,447) |
Fair Value, Recurring | Level II | Forward foreign exchange contracts | Long-term other liabilities: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued expenses and other short-term liabilities | (1,624) | (2,060) |
Fair Value, Recurring | Level II | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Fair Value, Recurring | Level II | US Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 243,162 | 158,956 |
Fair Value, Recurring | Level II | US Government Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 10,013 | 55,900 |
Fair Value, Recurring | Level II | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 13,679 |
Fair Value, Recurring | Level II | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 7,803 |
Fair Value, Recurring | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets (liabilities) | 0 | 0 |
Fair Value, Recurring | Level III | US Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | 0 | 0 |
Fair Value, Recurring | Level III | Forward foreign exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 0 | 0 |
Long-term other assets: | 0 | 0 |
Fair Value, Recurring | Level III | Forward foreign exchange contracts | Accrued expenses and other short-term liabilities: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued expenses and other short-term liabilities | 0 | 0 |
Fair Value, Recurring | Level III | Forward foreign exchange contracts | Long-term other liabilities: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued expenses and other short-term liabilities | 0 | 0 |
Fair Value, Recurring | Level III | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Fair Value, Recurring | Level III | US Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Recurring | Level III | US Government Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Recurring | Level III | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Recurring | Level III | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 0 | $ 0 |
Stockholders' Equity - Composit
Stockholders' Equity - Composition of Common Stock (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Equity [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares, issued (in shares) | 109,103,721 | 107,673,052 |
Common stock, shares, outstanding (in shares) | 109,103,721 | 107,673,052 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | 96 Months Ended | ||||||||
Feb. 16, 2021 USD ($) $ / shares shares | Feb. 08, 2021 | Jan. 01, 2016 shares | Jun. 30, 2015 shares | Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Jun. 05, 2023 shares | Nov. 14, 2013 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | |||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Number of voting rights | vote | 1 | |||||||||
Stock split, conversion ratio | 3 | |||||||||
Granted (in shares) | 0 | |||||||||
Exercises in period, intrinsic value | $ | $ 2,469 | $ 1,612 | $ 13,153 | |||||||
Compensation cost not yet recognized | $ | $ 17 | $ 197 | $ 17 | |||||||
Public Stock Offering | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Sale of stock, number of shares issued in transaction (shares) | 7,961,538 | |||||||||
Sale of stock, price per share (usd per share) | $ / shares | $ 65 | |||||||||
Sale of stock, consideration received on transaction | $ | $ 500,034,000 | |||||||||
Payments of stock issuance costs | $ | $ 17,466,000 | |||||||||
Public Stock Offering - Additional Optional Shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Sale of stock, number of shares issued in transaction (shares) | 1,038,459 | |||||||||
Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation cost not yet recognized, period for recognition | 3 months | 1 year 14 days | ||||||||
Restricted Stock Units and Performance Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation cost not yet recognized | $ | $ 209,546 | $ 238,295 | $ 209,546 | |||||||
Compensation cost not yet recognized, period for recognition | 2 years 3 months 21 days | 2 years 3 months 21 days | ||||||||
The 2005 Stock Plan | Consultants | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 0 | |||||||||
The 2013 Omnibus Equity Award Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock, capital shares reserved for future issuance (in shares) | 5,713,899 | |||||||||
Vesting period (in years) | 4 years | |||||||||
Granted (in shares) | 0 | |||||||||
Capital shares reserved for future issuance, annual increase, maximum (in shares) | 27,579,672 | 27,579,672 | ||||||||
The 2013 Omnibus Equity Award Plan | Consultants | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 0 | |||||||||
The 2013 Omnibus Equity Award Plan | Performance Shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period (in years) | 1 year | |||||||||
2015 ESPP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Maximum employee subscription rate | 15% | |||||||||
Purchase price of common stock, percent | 85% | |||||||||
Number of shares authorized (in shares) | 1,500,000 | |||||||||
Percent of shares increase, employee stock purchase plan | 1% | |||||||||
Common stock availability threshold, employee stock purchase plan | 2% | |||||||||
Shares increase threshold, employee stock purchase plan (in shares) | 1,200,000 | |||||||||
Number of additional shares authorized (in shares) | 3,402,705 | |||||||||
The 2023 Stock Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock, capital shares reserved for future issuance (in shares) | 5,500,000 | |||||||||
Granted (in shares) | 0 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options Activities (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number | ||
Options outstanding at the beginning of the year (in shares) | 691,573 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (102,999) | |
Forfeited (in shares) | (15,144) | |
Options outstanding at the end of the period (in shares) | 573,430 | 691,573 |
Options exercisable at the end of the period (in shares) | 572,476 | |
Weighted average exercise price | ||
Options outstanding at the beginning of the year, weighted average exercise price (in dollars per share) | $ 7.533 | |
Granted, weighted average exercise price (in dollars per share) | 0 | |
Exercised, weighted average exercise price (in dollars per share) | 7.647 | |
Forfeited, weighted average exercise price (in dollars per share) | 5.585 | |
Options outstanding at the end of the period, weighted average exercise price (in dollars per share) | 7.564 | $ 7.533 |
Options exercisable at the end of the period, weighted average exercise price (in dollars per share) | $ 7.567 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options outstanding at the beginning of the year, aggregate intrinsic value | $ 21,627 | $ 11,347 |
Options exercisable at the end of the period, aggregate intrinsic value | $ 21,590 | |
Options outstanding at the beginning of the year, weighted average remaining contractual life (years) | 11 months 15 days | 1 year 10 months 24 days |
Options exercisable at the end of the period, weighted average remaining contractual life (years) | 11 months 15 days |
Stockholders' Equity - Options
Stockholders' Equity - Options Outstanding Separated into Range of Exercise Price (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Class of Stock [Line Items] | |
Exercise price range, number of outstanding options (in shares) | shares | 573,430,000 |
Exercise price range, outstanding options, weighted average remaining contractual term (in years) | 11 months 15 days |
Exercise price range, outstanding options, weighted average exercise price (in usd per share) | $ 7.564 |
Exercise price range, number of exercisable options (in shares) | shares | 572,476,000 |
Exercise price range, exercisable options, weighted average remaining contractual term (in years) | 11 months 15 days |
Exercise price range, exercisable options, weighted average exercise price (in usd per share) | $ 7.567 |
Range One | |
Class of Stock [Line Items] | |
Exercise price range, lower range limit (in usd per share) | 5.623 |
Exercise price range, upper range limit (in usd per share) | $ 5.682 |
Exercise price range, number of outstanding options (in shares) | shares | 69,534,000 |
Exercise price range, outstanding options, weighted average remaining contractual term (in years) | 2 years 8 months 8 days |
Exercise price range, outstanding options, weighted average exercise price (in usd per share) | $ 5.631 |
Exercise price range, number of exercisable options (in shares) | shares | 68,580,000 |
Exercise price range, exercisable options, weighted average remaining contractual term (in years) | 2 years 7 months 20 days |
Exercise price range, exercisable options, weighted average exercise price (in usd per share) | $ 5.631 |
Range Two | |
Class of Stock [Line Items] | |
Exercise price range, lower range limit (in usd per share) | 7 |
Exercise price range, upper range limit (in usd per share) | $ 7.337 |
Exercise price range, number of outstanding options (in shares) | shares | 377,716,000 |
Exercise price range, outstanding options, weighted average remaining contractual term (in years) | 7 months 6 days |
Exercise price range, outstanding options, weighted average exercise price (in usd per share) | $ 7.069 |
Exercise price range, number of exercisable options (in shares) | shares | 377,716,000 |
Exercise price range, exercisable options, weighted average remaining contractual term (in years) | 7 months 6 days |
Exercise price range, exercisable options, weighted average exercise price (in usd per share) | $ 7.069 |
Range Three | |
Class of Stock [Line Items] | |
Exercise price range, number of outstanding options (in shares) | shares | 120,180,000 |
Exercise price range, outstanding options, weighted average remaining contractual term (in years) | 1 year 1 month 20 days |
Exercise price range, outstanding options, weighted average exercise price (in usd per share) | $ 9.960 |
Exercise price range, number of exercisable options (in shares) | shares | 120,180,000 |
Exercise price range, exercisable options, weighted average remaining contractual term (in years) | 1 year 1 month 20 days |
Exercise price range, exercisable options, weighted average exercise price (in usd per share) | $ 9.960 |
Range Four | |
Class of Stock [Line Items] | |
Exercise price range, number of outstanding options (in shares) | shares | 6,000,000 |
Exercise price range, outstanding options, weighted average remaining contractual term (in years) | 2 months 19 days |
Exercise price range, outstanding options, weighted average exercise price (in usd per share) | $ 13.287 |
Exercise price range, number of exercisable options (in shares) | shares | 6,000,000 |
Exercise price range, exercisable options, weighted average remaining contractual term (in years) | 2 months 19 days |
Exercise price range, exercisable options, weighted average exercise price (in usd per share) | $ 13.287 |
Stockholders' Equity - Outstand
Stockholders' Equity - Outstanding Options Granted to Consultants for Sales and Pre-marketing Services (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding (in shares) | 573,430 | 691,573 |
Options exercisable (in shares) | 572,476 | |
Options outstanding, weighted average exercise price (in dollars per share) | $ 7.564 | $ 7.533 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 7.567 | |
Granted (in shares) | 0 | |
The 2013 Omnibus Equity Award Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 0 | |
Consultants | The 2005 Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 0 | |
Consultants | The 2013 Omnibus Equity Award Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 0 | |
March 2014 - February 2016 | Consultants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding (in shares) | 17,100 | |
Options exercisable (in shares) | 17,100 | |
Exercisable through | March 2024 - February 2026 | |
March 2014 - February 2016 | Consultants | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ 5.623 | |
Options exercisable, weighted average exercise price (in dollars per share) | 5.623 | |
March 2014 - February 2016 | Consultants | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding, weighted average exercise price (in dollars per share) | 13.287 | |
Options exercisable, weighted average exercise price (in dollars per share) | $ 13.287 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Unit Activity (Details) - Restricted Stock Units and Performance Stock Units | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of shares underlying outstanding RSUs and PSUs | |
Balance, restricted stock units (in shares) | shares | 8,340,732 |
Granted, restricted stock units (in shares) | shares | 3,832,156 |
Vested, restricted stock units (in shares) | shares | (3,077,903) |
Forfeited, restricted stock units (in shares) | shares | (860,814) |
Balance, restricted stock units (in shares) | shares | 8,234,171 |
Weighted-average grant date fair value | |
Balance, weighted average grant date fair value on restricted stock units (in dollars per share) | $ / shares | $ 41.82 |
Granted, weighted average grant date fair value on restricted stock units (in dollars per share) | $ / shares | 28.74 |
Vested, weighted average grant date fair value on restricted stock units (in dollars per share) | $ / shares | 39.60 |
Forfeited, weighted average grant date fair value on restricted stock units (in dollars per share) | $ / shares | 39.38 |
Balance, weighted average grant date fair value on restricted stock units (in dollars per share) | $ / shares | $ 36.83 |
Stockholders' Equity - Non-cash
Stockholders' Equity - Non-cash Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 139,819 | $ 142,862 | $ 109,779 |
Cost of revenues | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 7,221 | 10,720 | 8,995 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 48,679 | 50,971 | 36,033 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 48,047 | 51,793 | 39,684 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 35,872 | $ 29,378 | $ 25,067 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Details) - USD ($) | 12 Months Ended | 15 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Oct. 31, 2022 | |
Equity [Abstract] | ||||
Share Repurchase Program, authorized amount | $ 100,000,000 | |||
Amount of common stock repurchased under Share Repurchase Program (in shares) | 4,415,093 | |||
Amount of common stock repurchased under Share Repurchase Program | $ 43,522,000 | $ 56,445,000 | $ 99,967,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Tax Credit Carryforward [Line Items] | |||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 26,911 | $ 23,681 | |
Unrecognized tax benefits | 25,193 | $ 17,324 | $ 9,540 |
Unrecognized tax benefits that would impact effective tax rate | 1,011 | ||
Unrecognized tax benefits, income tax penalties and interest expense | 2,584 | ||
Domestic Tax Authority | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 103,788 | ||
State and Local Jurisdiction | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 90,699 | ||
Operating loss carryforwards, subject to expiration | 73,767 | ||
Foreign Tax Authority | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 29,074 | ||
Deferred income tax liabilities | $ 441 | ||
Israel Tax Authority | Foreign Tax Authority | VSL | Minimum | |||
Tax Credit Carryforward [Line Items] | |||
Tax rate for amount of dividends distributed, other than complete liquidation | 10% | ||
Israel Tax Authority | Foreign Tax Authority | VSL | Maximum | |||
Tax Credit Carryforward [Line Items] | |||
Tax rate for amount of dividends distributed, other than complete liquidation | 25% | ||
Retention | Domestic Tax Authority | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforward, amount | $ 5,126 |
Income Taxes - Schedule of Prof
Income Taxes - Schedule of Profit (Loss) Before Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (21,491) | $ (75,422) | $ (101,245) |
Foreign | (65,427) | (35,393) | (9,594) |
Loss before income taxes | $ (86,918) | $ (110,815) | $ (110,839) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Taxes on Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ (1,077) | $ 3,008 | $ (549) |
State | 2,420 | 1,314 | 145 |
Foreign | 12,569 | 9,123 | 5,182 |
Total current income tax | 13,912 | 13,445 | 4,778 |
Deferred: | |||
Federal | 61 | 83 | 43 |
State | 21 | 13 | 6 |
Foreign | 4 | 162 | 1,195 |
Total deferred income tax | 86 | 258 | 1,244 |
Income tax expense | $ 13,998 | $ 13,703 | $ 6,022 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Carry forward losses and credits | $ 35,050 | $ 57,592 |
Deferred revenues | 26,578 | 13,376 |
Accrued payroll, commissions, vacation | 8,473 | 6,852 |
Equity compensation | 33,435 | 22,474 |
Allowance for credit losses | 867 | 772 |
Accrued severance pay | 273 | 294 |
Operating lease liability | 11,786 | 12,462 |
Section 174 capitalized costs | 59,321 | 37,964 |
Other | 4,079 | 2,784 |
Deferred tax assets before valuation allowance | 179,862 | 154,570 |
Valuation allowance | (169,474) | (142,563) |
Deferred tax assets | 10,388 | 12,007 |
Deferred tax liability: | ||
Operating lease right-of-use assets | (9,760) | (10,320) |
Other | (1,069) | (2,042) |
Deferred tax liability | (10,829) | (12,362) |
Net deferred tax asset (liability) | $ (441) | $ (355) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Theoretical Tax Expense and Actual Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Loss before taxes, as reported in the consolidated statements of operations | $ (86,918) | $ (110,815) | $ (110,839) |
Statutory tax rate | 21% | 21% | 21% |
Theoretical tax benefits on the above amount at the US statutory tax rate | $ (18,253) | $ (23,271) | $ (23,276) |
Income tax at rate other than the U.S. statutory tax rate | 6,954 | 10,404 | (2,621) |
Non-deductible expenses including equity based compensation expenses | (3,983) | 941 | (8,533) |
Operating losses and other temporary differences for which valuation allowance was provided | 27,291 | 18,201 | 41,340 |
Research and development tax credit | (1,516) | 0 | 0 |
State tax | (1,780) | (1,301) | (2,945) |
Impact of rate change | (3,199) | (207) | (2,568) |
Change in tax reserve for uncertain tax positions | 7,869 | 7,785 | 4,850 |
Other individually immaterial income tax items | 615 | 1,151 | (225) |
Income tax expense | $ 13,998 | $ 13,703 | $ 6,022 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Gross unrecognized tax benefits | $ 17,324 | $ 9,540 |
Increase in tax position for current year | 9,528 | 7,631 |
Increase in tax position for prior years | 1,937 | 830 |
Decrease in tax position for prior years | (3,596) | (677) |
Gross unrecognized tax benefits | $ 25,193 | $ 17,324 |
Financial Income (Expenses), _3
Financial Income (Expenses), Net - Summary of Financial Income and Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Income (Expenses), Net [Abstract] | |||
Interest on bank deposits & other | $ 34,561 | $ 10,414 | $ 164 |
Foreign exchange gains, net | 916 | 5,147 | 0 |
Financial income | 35,477 | 15,561 | 164 |
Amortization of debt discount and issuance costs | 1,514 | 1,486 | 6,870 |
Contractual interest expense | 3,197 | 3,167 | 3,168 |
Foreign exchange losses, net | 0 | 0 | 1,699 |
Bank and other charges | 461 | 495 | 572 |
Financial expenses | (5,172) | (5,148) | (12,309) |
Financial income (expenses), net | $ 30,305 | $ 10,413 | $ (12,145) |
Geographic Information and Ma_3
Geographic Information and Major Customer Data - Narrative (Details) - segment | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 1 | |
France | Revenue Benchmark | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 10.50% |
Geographic Information and Ma_4
Geographic Information and Major Customer Data - Revenues Within Geographical Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 499,160 | $ 473,634 | $ 390,134 |
North America | |||
Segment Reporting Information [Line Items] | |||
Revenue | 373,806 | 352,298 | 279,104 |
EMEA | |||
Segment Reporting Information [Line Items] | |||
Revenue | 109,587 | 107,848 | 101,694 |
Rest of the World | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 15,767 | $ 13,488 | $ 9,336 |
Geographic Information and Ma_5
Geographic Information and Major Customer Data - Long-lived Assets by Geographic Region (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 85,802 | $ 95,815 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 35,791 | 40,304 |
Israel | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 34,755 | 38,385 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 13,240 | 15,019 |
Other | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 2,016 | $ 2,107 |