Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 22, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-33554 | |
Entity Registrant Name | PROS HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 76-0168604 | |
Entity Address, Address Line One | 3200 Kirby Drive, Suite 600 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77098 | |
City Area Code | (713) | |
Local Phone Number | 335-5151 | |
Title of 12(b) Security | Common stock $0.001 par value per share | |
Trading Symbol | PRO | |
Security Exchange Name | NYSE | |
Entity Central Index Key | 0001392972 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 43,434,985 | |
Former Address [Member] | ||
Entity Information [Line Items] | ||
Entity Address, Address Line One | 3100 Main Street, Suite 900 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77002 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 322,352 | $ 306,077 |
Account and Unbilled Receivables, Net | 67,940 | 65,074 |
Deferred Costs, Current | 5,917 | 5,756 |
Prepaid and other current assets | 9,010 | 9,038 |
Total current assets | 405,219 | 385,945 |
Property and equipment, net | 35,994 | 14,794 |
Operating Lease, Right-of-Use Asset | 31,030 | 26,550 |
Deferred Costs, Noncurrent | 12,974 | 15,478 |
Intangible Assets, Net (Excluding Goodwill) | 9,869 | 14,605 |
Goodwill | 49,560 | 49,104 |
Other long term assets, net | 6,796 | 6,831 |
Total assets | 551,442 | 513,307 |
Current liabilities: | ||
Accounts payable | 14,014 | 9,098 |
Accrued liabilities | 11,906 | 22,748 |
Accrued payroll and other employee benefits | 22,017 | 32,656 |
Operating Lease, Liability, Current | 5,132 | 7,173 |
Deferred Revenue, Current | 106,547 | 124,459 |
Total current liabilities | 159,616 | 196,134 |
Long-term deferred revenue | 11,493 | 17,801 |
Convertible Debt, Noncurrent | 214,751 | 110,704 |
Operating Lease, Liability, Noncurrent | 35,218 | 22,391 |
Other Liabilities, Noncurrent | 1,330 | 1,281 |
Total liabilities | 422,408 | 348,311 |
Commitments and contingencies (see Note 10) | ||
Stockholders' equity: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Common Stock, Value, Issued | 48 | 47 |
Additional paid-in capital | 583,284 | 560,496 |
Treasury Stock, Value | (29,847) | (29,847) |
Retained Earnings (Accumulated Deficit) | (420,589) | (361,789) |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (3,862) | (3,911) |
Total stockholders' equity | 129,034 | 164,996 |
Total liabilities and stockholders' equity | $ 551,442 | $ 513,307 |
Common stock - shares authorized | 75,000,000 | 75,000,000 |
Preferred stock - shares authorized | 5,000,000 | 5,000,000 |
Preferred stock - par value | $ 0.001 | $ 0.001 |
Preferred stock - shares issued | 0 | 0 |
Treasury stock - shares | 4,680,723 | 4,680,723 |
Common stock - par value | $ 0.001 | $ 0.001 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Allowance for bad debts | $ 4,616,000 | $ 214,000 |
Preferred stock - par value | $ 0.001 | $ 0.001 |
Preferred stock - shares authorized | 5,000,000 | 5,000,000 |
Preferred stock - shares issued | 0 | 0 |
Common stock - par value | $ 0.001 | $ 0.001 |
Common stock - shares authorized | 75,000,000 | 75,000,000 |
Common stock - shares issued | 48,030,340 | 47,310,846 |
Common stock - shares outstanding | 43,349,617 | 42,630,123 |
Treasury stock - shares | 4,680,723 | 4,680,723 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total subscription, maintenance and support revenue | $ 52,794 | $ 52,997 | $ 162,605 | $ 149,393 |
Revenues | 61,508 | 64,150 | 191,566 | 184,159 |
Cost of Goods and Services Sold | 24,637 | 26,383 | 79,314 | 70,756 |
Cost of subscription, maintenance and support | 15,074 | 13,722 | 45,730 | 38,964 |
Gross Profit | 36,871 | 37,767 | 112,252 | 113,403 |
Operating Expenses | ||||
Selling and Marketing Expense | 21,951 | 21,600 | 67,882 | 66,030 |
General and Administrative Expense | 11,948 | 11,553 | 40,356 | 35,260 |
Research and development | 19,135 | 16,878 | 56,668 | 50,132 |
Business Combination, Acquisition Related Costs | 0 | 248 | 0 | 248 |
Income from operations | (16,163) | (12,512) | (52,654) | (38,267) |
Other income (expense): | ||||
Convertible debt interest and amortization | (2,498) | (3,717) | (6,645) | (12,347) |
Other Nonoperating Income (Expense) | 122 | (1,010) | 1,099 | (601) |
Loss before income tax provision | (18,539) | (17,239) | (58,200) | (51,215) |
Income tax provision (benefit) | 318 | 108 | 600 | 566 |
Net income (loss) | $ (18,857) | $ (17,347) | $ (58,800) | $ (51,781) |
Earnings Per Share, Basic | $ (0.44) | $ (0.42) | $ (1.36) | $ (1.31) |
Net earnings (loss) per share: | ||||
Earnings Per Share, Basic and Diluted | (0.44) | (0.42) | (1.36) | (1.31) |
Earnings Per Share, Diluted | $ (0.44) | $ (0.42) | $ (1.36) | $ (1.31) |
Weighted average number of shares: | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 43,347 | 41,276 | 43,251 | 39,438 |
Weighted Average Number of Shares Outstanding, Basic | 43,347 | 41,276 | 43,251 | 39,438 |
Other comprehensive income, net of tax: | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | $ 133 | $ (658) | $ 49 | $ (750) |
Other comprehensive income | 133 | (658) | 49 | (750) |
Comprehensive income (loss) | (18,724) | (18,005) | (58,751) | (52,531) |
Accumulated Other Comprehensive Income, net of tax [Member] | ||||
Other comprehensive income, net of tax: | ||||
Other comprehensive income | 133 | (658) | 49 | (750) |
Subscription and Circulation [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 42,029 | 38,592 | 127,576 | 104,621 |
Cost of Goods and Services Sold | 12,897 | 11,090 | 38,153 | 30,695 |
Maintenance [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 10,765 | 14,405 | 35,029 | 44,772 |
Cost of Goods and Services Sold | 2,177 | 2,632 | 7,577 | 8,269 |
Service [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 8,714 | 11,153 | 28,961 | 34,766 |
Cost of Goods and Services Sold | $ 9,563 | $ 12,661 | $ 33,584 | $ 31,792 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities: | ||
Net income (loss) | $ (58,800,000) | $ (51,781,000) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, Depletion and Amortization | 10,584,000 | 10,264,000 |
Amortization of Financing Costs and Discounts | 5,456,000 | 9,159,000 |
Share-based compensation | 18,477,000 | 18,234,000 |
Provision for doubtful accounts | 5,549,000 | 0 |
Gain (Loss) on Extinguishment of Debt | 0 | (5,000,000) |
Changes in operating assets and liabilities: | ||
Accounts and unbilled receivables | (8,584,000) | (13,888,000) |
Increase (Decrease) in Deferred Costs | 2,343,000 | (3,124,000) |
Prepaid expenses and other assets | 131,000 | (4,582,000) |
Accounts payable | 9,344,000 | (492,000) |
Accrued liabilities | (11,500,000) | 9,877,000 |
Accrued payroll and other employee benefits | (10,601,000) | 2,717,000 |
Deferred revenue | (24,240,000) | 11,009,000 |
Net cash provided by (used in) operating activities | (61,841,000) | (7,607,000) |
Investing activities: | ||
Purchases of property and equipment | (23,551,000) | (3,360,000) |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | (10,510,000) |
Internal-use software development costs capitalized | (1,265,000) | (1,021,000) |
Payments to Acquire Other Investments | (113,000) | (180,000) |
Payments to Acquire Intangible Assets | 0 | (50,000) |
Net cash provided by (used in) investing activities | (24,929,000) | (15,121,000) |
Financing activities: | ||
Proceeds from Stock Plans | 2,824,000 | 1,995,000 |
Tax withholding related to net share settlement of restricted stock units | (20,334,000) | (21,598,000) |
Proceeds from Convertible Debt | 146,925,000 | 140,156,000 |
Payments of Debt Issuance Costs | (675,000) | (860,000) |
Purchase of capped call | (25,335,000) | (16,445,000) |
Payment for Debt Extinguishment or Debt Prepayment Cost | 0 | (76,018,000) |
Proceeds from bond hedge termination | 0 | 64,819,000 |
Payment for warrant termination | 0 | (45,243,000) |
Net cash provided by (used in) financing activities | 103,405,000 | 46,806,000 |
Effect of Exchange Rate on Cash and Cash Equivalents | (360,000) | (392,000) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 16,275,000 | 23,686,000 |
Cash and cash equivalents: | ||
Beginning of period | 306,077,000 | 295,476,000 |
End of period | 322,352,000 | 319,162,000 |
Capital Expenditures Incurred but Not yet Paid | $ 3,040,000 | $ 422,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity Statement - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income, net of tax [Member] |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2018 | 37,155,906 | |||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2018 | $ 54,899 | $ 42 | $ 364,877 | $ (13,938) | $ (292,708) | $ (3,374) |
Treasury Stock, Shares - Beginning Balance at Dec. 31, 2018 | 4,417,585 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 885,740 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | (21,598) | $ 1 | (21,599) | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 75,304 | |||||
Proceeds from Stock Plans | 1,995 | 1,995 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,925,677 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 118,989 | $ 4 | 118,985 | |||
Adjustment to additional paid in capital, termination of bond hedge and warrant | 64,819 | 64,819 | ||||
Adjustment to additional paid in capital, termination of warrant | (45,243) | (45,243) | ||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 32,883 | 32,883 | ||||
Adjustments to Additional Paid in Capital, Other | (16,445) | (16,445) | ||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 18,184 | 18,184 | ||||
Other Comprehensive Income (Loss), Net of Tax | (750) | (750) | ||||
Net Income (Loss) Attributable to Parent | (51,781) | (51,781) | ||||
Treasury Stock, Shares - Enging Balance at Sep. 30, 2019 | 4,417,585 | |||||
Stockholders' Equity Attributable to Parent at Sep. 30, 2019 | 155,952 | $ 47 | 518,456 | $ (13,938) | (344,489) | (4,124) |
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2019 | 42,042,627 | |||||
Common Stock, Shares, Outstanding, Beginning Balance at Jun. 30, 2019 | 40,183,723 | |||||
Stockholders' Equity Attributable to Parent at Jun. 30, 2019 | 95,494 | $ 45 | 439,995 | $ (13,938) | (327,142) | (3,466) |
Treasury Stock, Shares - Beginning Balance at Jun. 30, 2019 | 4,417,585 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 69,764 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | (2,956) | $ 0 | (2,956) | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 39,964 | |||||
Proceeds from Stock Plans | 1,052 | 1,052 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,749,176 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 74,178 | $ 2 | 74,176 | |||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 6,189 | 6,189 | ||||
Other Comprehensive Income (Loss), Net of Tax | (658) | (658) | ||||
Net Income (Loss) Attributable to Parent | (17,347) | (17,347) | ||||
Treasury Stock, Shares - Enging Balance at Sep. 30, 2019 | 4,417,585 | |||||
Stockholders' Equity Attributable to Parent at Sep. 30, 2019 | $ 155,952 | $ 47 | 518,456 | $ (13,938) | (344,489) | (4,124) |
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2019 | 42,042,627 | |||||
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 42,630,123 | 42,630,123 | ||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2019 | $ 164,996 | $ 47 | 560,496 | $ (29,847) | (361,789) | (3,911) |
Treasury Stock, Shares - Beginning Balance at Dec. 31, 2019 | 4,680,723 | 4,680,723 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 653,874 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ (20,334) | $ 1 | (20,335) | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 65,457 | 65,457 | ||||
Proceeds from Stock Plans | $ 2,824 | 2,824 | ||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 47,215 | 47,215 | ||||
Adjustments to Additional Paid in Capital, Other | (25,335) | (25,335) | ||||
Warrant Exercise, Shares | 163 | |||||
Warrant Exercise, Value | 0 | |||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 18,419 | 18,419 | ||||
Other Comprehensive Income (Loss), Net of Tax | 49 | 49 | ||||
Net Income (Loss) Attributable to Parent | $ (58,800) | (58,800) | ||||
Treasury Stock, Shares - Enging Balance at Sep. 30, 2020 | 4,680,723 | 4,680,723 | ||||
Stockholders' Equity Attributable to Parent at Sep. 30, 2020 | $ 129,034 | $ 48 | 583,284 | $ (29,847) | (420,589) | (3,862) |
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2020 | 43,349,617 | 43,349,617 | ||||
Common Stock, Shares, Outstanding, Beginning Balance at Jun. 30, 2020 | 43,304,461 | |||||
Stockholders' Equity Attributable to Parent at Jun. 30, 2020 | $ 118,170 | $ 48 | 553,696 | $ (29,847) | (401,732) | (3,995) |
Treasury Stock, Shares - Beginning Balance at Jun. 30, 2020 | 4,680,723 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 6,473 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ (113) | (113) | ||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 38,683 | 38,683 | ||||
Proceeds from Stock Plans | $ 1,460 | 1,460 | ||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 47,215 | 47,215 | ||||
Adjustments to Additional Paid in Capital, Other | (25,335) | (25,335) | ||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 6,361 | 6,361 | ||||
Other Comprehensive Income (Loss), Net of Tax | 133 | 133 | ||||
Net Income (Loss) Attributable to Parent | $ (18,857) | (18,857) | ||||
Treasury Stock, Shares - Enging Balance at Sep. 30, 2020 | 4,680,723 | 4,680,723 | ||||
Stockholders' Equity Attributable to Parent at Sep. 30, 2020 | $ 129,034 | $ 48 | $ 583,284 | $ (29,847) | $ (420,589) | $ (3,862) |
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2020 | 43,349,617 | 43,349,617 |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2020 | |
Organization and Nature of Operations [Abstract] | |
Organization and nature of operations | Organization and Nature of Operations PROS Holdings, Inc., a Delaware corporation, through its operating subsidiaries (collectively, the "Company"), provides artificial intelligence ("AI") solutions that power commerce in the digital economy by providing fast, frictionless and personalized buying experiences. PROS solutions enable dynamic buying experiences for both business-to-business ("B2B") and business-to-consumer ("B2C") companies across industry verticals. Companies can use the Company's selling, pricing, revenue optimization and eCommerce solutions to assess their market environments in real time to deliver customized prices and offers. The Company's solutions enable buyers to move fluidly across its customers’ direct sales, online, mobile and partner channels with personalized experiences regardless of which channel those buyers choose. The Company's decades of data science and AI expertise are infused into its solutions and are designed to reduce time and complexity through actionable intelligence. The Company provides standard configurations of its software based on the industries it serves and offers professional services to configure these solutions to meet the specific needs of each customer. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Notes) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission ("SEC"). In management's opinion, the accompanying interim unaudited condensed consolidated financial statements include all adjustments necessary for a fair statement of the financial position of the Company as of September 30, 2020, the results of operations for the three and nine months ended September 30, 2020 and 2019, cash flows for the nine months ended September 30, 2020 and 2019, and stockholders' equity for the three and nine months ended September 30, 2020 and 2019. Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 ("Annual Report") filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2019 was derived from the Company's audited consolidated financial statements but does not include all disclosures required under GAAP. Certain prior year amounts have been reclassified for consistency with the current year presentation. This insignificant reclassification had no effect on the reported results of operations. License revenue and license cost of revenue are now combined with subscription revenue and subscription cost of revenue, respectively. Risks and uncertainties Coronavirus ("COVID-19") continues to spread throughout the U.S. and the world and c ompliance with the various containment measures implemented by governmental authorities has impacted the Company's business, as well as the businesses of its customers, suppliers and other counterparties, and this impact could last for an indefinite period of time. There are no comparable recent events that provide guidance as to the effect of the spread of COVID-19 as a global pandemic, and a s a result, the Company is unable to predict the full impact that COVID-19 will have on its results from operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and containment measures . For a full discussion on the ongoing impact of COVID-19 to the Company's business, please see " We must successfully navigate the demand, supply and operational challenges associated with the ongoing coronavirus (COVID-19) pandemic " under Part II, Item 1A of this Quarterly Report on Form 10-Q . Changes in accounting policies There have been no material changes in the Company’s significant accounting policies and their application as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, except for the Company's adoption of certain accounting standards described in more detail under " Recently adopted accounting pronouncements " in this Note 2 below. Fair value measurement The Company's financial assets that are included in cash and cash equivalents and that are measured at fair value on a recurring basis consisted of $181.3 million and $273.1 million at September 30, 2020 and December 31, 2019, respectively, and were invested in treasury money market funds. The fair value of the treasury money market funds is determined based on quoted market prices, which represents level 1 in the fair value hierarchy as defined by ASC 820. Trade and other receivables Trade and other receivables are primarily comprised of trade receivables, net of allowance for doubtful accounts, contract assets and unbilled receivables. The Company records trade accounts receivable for its unconditional rights to consideration arising from the Company's performance under contracts with customers. The Company's standard billing terms are that payment is due upon receipt of invoice, payable generally within thirty to sixty days. The carrying value of such receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. When developing its estimate of expected credit losses on trade and other receivables, the Company considers the available information relevant to assessing the collectability of cash flows, which includes a combination of both internal and external information relating to past events, current conditions, and future forecasts as well as relevant qualitative and quantitative factors that relate to the environment in which the Company operates. Contract assets represent conditional rights to consideration that have been recognized as revenue in advance of billing the customer. Unbilled receivables represent unconditional rights to consideration arising from contingent revenue that have been recognized as revenue in advance of billing the customer. There are no comparable recent events that provide guidance as to the effect of the spread of COVID-19 as a global pandemic. As a result, the impact of COVID-19 is highly uncertain and subject to change. The Company does not yet know the full extent of the impact from COVID-19 to the Company's business operations or the global economy as a whole; however, the impact could have an adverse effect on the Company's customers and inherently the related receivables. Deferred costs Sales commissions earned by the Company's sales representatives are considered incremental and recoverable costs of obtaining a customer contract. Sales commissions are deferred and amortized on a straight-line basis over the period of benefit, which the Company has determined to be five to eight years. The Company determined the period of benefit by taking into consideration its customer contracts, expected renewals of those customer contracts (as the Company currently does not pay an incremental sales commission for renewals), the Company's technology and other factors. The Company also defers amounts earned by employees other than sales representatives who earn incentive payments under compensation plans that are also tied to the value of customer contracts acquired. Deferred costs were $18.9 million and $21.2 million as of September 30, 2020 and December 31, 2019, respectively. Amortization expense for the deferred costs was $1.5 million and $1.3 million for the three months ended September 30, 2020 and 2019, respectively, and $4.3 million and $3.5 million for the nine months ended September 30, 2020 and 2019, respectively. Amortization of deferred costs is included in selling and marketing expense in the accompanying unaudited condensed consolidated statements of comprehensive income (loss). Deferred implementation costs The Company capitalizes certain contract fulfillment costs, including personnel and other costs (such as hosting, employee salaries, benefits and payroll taxes), that are associated with arrangements where professional services are not distinct from other undelivered obligations in its customer contracts. The Company analyzes implementation costs and capitalizes those costs that are directly related to customer contracts, that are expected to be recoverable, and that enhance the resources which will be used to satisfy the undelivered performance obligations in those contracts. Deferred implementation costs are amortized ratably over the remaining contract term once the revenue recognition criteria for the respective performance obligation has been met and revenue recognition commences. Deferred implementation costs were $3.2 million and $4.4 million as of September 30, 2020 and December 31, 2019, respectively. Amortization expense for the deferred implementation costs was $0.4 million for the three months ended September 30, 2020 and 2019 and $1.4 million and $1.0 million for the nine months ended September 30, 2020 and 2019, respectively. Deferred implementation costs are included in prepaid and other current assets and other assets, noncurrent in the unaudited condensed consolidated balance sheets. Amortization of deferred implementation costs is included in cost of subscription and cost of services revenues in the accompanying unaudited condensed consolidated statements of comprehensive income (loss). Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("Topic 326") , in order to improve financial reporting of expected credit losses on financial instruments and other commitments to extend credit. Topic 326 requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in current GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. The Company adopted Topic 326 as of January 1, 2020 using the modified retrospective method and there was no material impact on the Company's unaudited condensed consolidated financial statements as of the adoption date. As of September 30, 2020, the Company has recorded allowance for doubtful accounts related to trade receivables of $4.6 million primarily due to increased credit risk from uncertain economic conditions caused by COVID-19. Recently issued accounting pronouncements not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options ("Subtopic 470-20") and Derivatives and Hedging - Contracts in an Entity's Own Equity ("Subtopic 815-40") , which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This new standard is effective for the Company's interim and annual periods beginning January 1, 2022, and earlier adoption is permitted on January 1, 2021. The Company may elect to apply the amendments on a retrospective or modified retrospective basis. The Company is currently assessing the impact of the adoption of the standard on its financial statements. With the exception of the new standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2020, as compared to the recent accounting pronouncements described in the Company's Annual Report, that are of significance or potential significance to the Company. |
Deferred Revenue and Performanc
Deferred Revenue and Performance Obligation (Notes) | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Revenue and Performance Obligation [Abstract] | |
Deferred revenue and performance obligation [Text Block] | Deferred Revenue and Performance Obligations Deferred Revenue For the three months ended September 30, 2020 and 2019, the Company recognized approximately $45.3 million and $45.1 million, respectively, and for the nine months ended September 30, 2020 and 2019, the Company recognized approximately $107.2 million and $86.2 million, respectively, in each case of revenue that was included in the deferred revenue balances at the beginning of the respective periods and primarily related to subscription services, maintenance and support, and services. Performance Obligations As of September 30, 2020, the Company expects to recognize approximately $366.8 million of revenue from remaining performance obligations. The Company expects, based on the terms of the related, underlying contractual arrangements, to recognize revenue on approximately $175.4 million of these performance obligations over the next 12 months, with the balance recognized thereafter. However, as a result of uncertain economic conditions caused by COVID-19, the amount of revenue recognized from the Company's contractual remaining performance obligations could vary and be less than what the Company expects as revenue recognized could be delayed or not occur depending on the ongoing impact of COVID-19. |
Disaggregation of Revenue (Note
Disaggregation of Revenue (Notes) | 9 Months Ended |
Sep. 30, 2020 | |
Disaggregation of Revenue [Abstract] | |
Disaggregation of Revenue [Text Block] | Disaggregation of Revenue Revenue by Geography The geographic information in the table below is presented for the three and nine months ended September 30, 2020 and 2019. The Company categorizes geographic revenues based on the location of the customer's headquarters. Because the Company's contracts are predominately denominated in U.S. dollars, it has limited exposure to foreign currency exchange risk as discussed under " Foreign Currency Exchange Risk " of Part I, Item 3 below. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Revenue Percent Revenue Percent Revenue Percent Revenue Percent United States of America $ 19,960 32 % $ 21,631 34 % $ 62,475 33 % $ 62,273 34 % Europe 18,827 31 % 19,279 30 % 56,439 29 % 55,286 30 % The rest of the world 22,721 37 % 23,240 36 % 72,652 38 % 66,600 36 % Total revenue $ 61,508 100 % $ 64,150 100 % $ 191,566 100 % $ 184,159 100 % |
Business Combinations (Notes)
Business Combinations (Notes) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Business CombinationOn August 14, 2019, the Company acquired Travelaer SAS ("Travelaer"), a privately held company based near Nice, France, for a total cash consideration, net of cash acquired, of approximately $10.5 million. Travelaer is a digital innovator for the travel industry with a focus on improving the customer experience across all phases of travel, and brings an Internet booking engine and NDC (New Distribution Capability) platform to the Company's portfolio. The Company has included the financial results of Travelaer in the unaudited condensed consolidated financial statements from the date of the acquisition, which have not been material to date. The transaction cost associated with the acquisition was $0.2 million for the three and nine months ended September 30, 2019.The Company accounted for the transaction as a business combination and all of the assets acquired and the liabilities assumed in the transaction have been recognized at their acquisition date fair values. The Company recorded approximately $2Â million for developed technology and customer relationships with estimated useful lives of 7 years and 5 years, respectively. The Company recorded approximately $11Â million of goodwill which is primarily related to the assembled workforce and expanded market opportunities from integrating Travelaer's technology with the Company's solutions. The goodwill balance is not deductible for U.S. income tax purposes. |
Leases (Notes)
Leases (Notes) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | Leases The Company has operating leases for data centers, computer infrastructure, corporate offices and certain equipment. These leases have remaining lease terms ranging from 1 year to 13 years. Some of these leases include options to extend for up to 15 years, and some include options to terminate within 1 year. As of September 30, 2020, the Company did not have any finance leases. Supplemental cash flow information related to leases was as follows (in thousands): Nine Months Ended September 30, 2020 2019 Cash paid for operating lease liabilities $ 5,672 $ 4,349 Right-of-use asset obtained in exchange for operating lease liability (1) $ 11,544 $ 33,108 (1) For the nine months ended September 30, 2019, the balance included $26.9 million for operating leases existing on January 1, 2019 upon adoption of ASU 842. As of September 30, 2020, maturities of lease liabilities were as follows (in thousands): Year Ending December 31, Amount Remaining 2020 $ 1,607 2021 8,663 2022 10,316 2023 11,323 2024 5,365 2025 4,249 Thereafter 31,857 Total operating lease payments 73,380 Less: Imputed interest (22,804) Less: Anticipated lease incentive (10,226) Total operating lease liabilities $ 40,350 |
Noncash Share-based Compensatio
Noncash Share-based Compensation (Note) | 9 Months Ended |
Sep. 30, 2020 | |
Noncash Share-based Compensation [Abstract] | |
Noncash Share-based Compensation | Noncash Share-based Compensation The Company's 2017 Equity Incentive Plan (as amended and restated, the "2017 Stock Plan") was approved by stockholders in May 2017 and reserved an aggregate amount of 2,500,000 shares for issuance. In May 2019, the shareholders approved an amendment to the 2017 Stock Plan which increased the aggregate amount of shares for issuance to a total of 4,550,000. As of September 30, 2020, 1,912,191 shares remain available for issuance under the 2017 Stock Plan. The following table presents the number of shares or units outstanding for each award type as of September 30, 2020 and December 31, 2019, respectively, (in thousands): Award type September 30, 2020 December 31, 2019 Restricted stock units (time-based) 1,611 1,893 Restricted stock units (performance-based) 190 114 Stock appreciation rights 32 65 Market stock units 157 267 During the three months ended September 30, 2020, the Company granted 22,221 RSUs (time-based) with a weighted average grant-date fair value of $33.75 p er share. The Company granted no stock options, SARs, performance-based RSUs ("PRSUs") or MSUs during this period. During the nine months ended September 30, 2020, the Company granted 654,780 RSUs (time-based) with a weighted average grant-date fair value of $55.89 per share. The Company also granted 76,200 PRSUs with a weighted average grant-date fair value of $54.23 to certain executive employees during the nine months ended September 30, 2020. These PRSUs vest on January 13, 2023 and the actual number of PRSUs that will be eligible to vest is based upon achievement of certain internal performance metrics, as defined by each award's plan documents or individual award agreements. The maximum number of shares issuable upon vesting is 200% of the PRSUs initially granted. The Company did not grant any stock options, SARs or MSUs during the nine months ended September 30, 2020. Share-based compensation expense is allocated to expense categories on the unaudited condensed consolidated statements of comprehensive income (loss). The following table summarizes share-based compensation expense included in the Company's unaudited condensed consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Share-based compensation: Cost of revenue $ 519 $ 503 $ 1,545 $ 1,535 Operating expenses: Selling and marketing 1,727 1,515 5,558 4,329 General and administrative 2,593 2,901 6,960 8,521 Research and development 1,539 1,290 4,414 3,849 Total included in operating expenses 5,859 5,706 16,932 16,699 Total share-based compensation expense $ 6,378 $ 6,209 $ 18,477 $ 18,234 At September 30, 2020, the Company had an estimated $50.8 million of total unrecognized compensation costs related to share-based compensation arrangements. These costs will be recognized over a weighted average period o f 2.7 year s. The Company's Employee Stock Purchase Plan ("ESPP") provides for eligible employees to purchase shares on an after-tax basis in an amount between 1% and 10% of their annual pay: (i) on June 30 of each year at a 15% discount of the fair market value of the Company's common stock on January 1 or June 30, whichever is lower, and (ii) on December 31 of each year at a 15% discount of the fair market value of the Company's common stock on July 1 or December 31, whichever is lower. An employee may not purchase more than $5,000 in either of the six-month measurement periods described above or more than $10,000 annually. During the three and nine months ended September 30, 2020, the Company issued 38,683 a nd 65,457 shares, respectively, under the ESPP. As of September 30, 2020, 74,794 shares remain authorized and available for issuance under the ESPP. As of September 30, 2020, the Company held approximately $1.0 million on behalf of employees for future purchases under the ESPP, and this amount was recorded in accrued payroll and other employee benefits in the Company's unaudited condensed consolidated balance sheet. |
Convertible debt (Notes)
Convertible debt (Notes) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | Convertible Senior Notes The following is a summary of the Company's convertible senior notes as of September 30, 2020 (in thousands): Date of Issuance Unpaid Principal Balance Net Carrying Amount Contractual Interest Rates Current Noncurrent 1% Convertible Notes due in 2024 ("2024 Notes") May 2019 $ 143,750 $ — $ 115,880 1% 2.25% Convertible Notes due in 2027 ("2027 Notes") September 2020 $ 150,000 $ — $ 98,871 2.25% In September 2020, the Company issued the 2027 Notes in an aggregate principal amount of $150.0 million and in May 2019, the Company issued the 2024 Notes in an aggregate principal amount of $143.8 million. The interest rate for the 2027 Notes is fixed at 2.25% per year and the effective interest rate related to the amortization of the liability component is 8.5%, Interest is payable semiannually in arrears in cash on March 15 and September 15 of each year, beginning on March 15, 2021. Interest related to the 2024 Notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2019. The 2027 Notes mature on September 15, 2027 and the 2024 Notes mature on May 15, 2024, unless redeemed or converted in accordance with their terms prior to such date. Each $1,000 of principal of the 2027 Notes will initially be convertible into 23.9137 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $41.82 per share. Each $1,000 of principal of the 2024 Notes will initially be convertible into 15.1394 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $66.05 per share. The initial conversion price for the 2027 and the 2024 Notes is subject to adjustment upon the occurrence of certain specified events. On or after June 15, 2027 to the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2027 Notes regardless of the contingent conversion conditions described herein. Upon conversion, the Company will pay or deliver cash, shares of its common stock or a combination of cash and shares of its common stock, at its election, as described in the indenture governing the 2027 Notes. Holders may convert their 2027 Notes at their option at any time prior to the close of business on the business day immediately preceding June 15, 2027 only under the following circumstances: • during the five consecutive business day period immediately following any five consecutive trading day period (the "Measurement Period") in which the trading price per 2027 Note for each day of that Measurement Period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such day; • during any calendar quarter commencing after the calendar quarter ending on December 31, 2020, if the last reported sale price of the common stock for 20 or more trading days (whether or not consecutive) in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; or • upon the occurrence of specified corporate events. The 2024 and 2027 Notes, along with the previously issued convertible notes with original due dates in 2019 and 2047 (the "2019 Notes" and "2047 Notes," and together with the 2024 and 2027 Notes, collectively, the "Notes"), are general unsecured obligations and rank senior in right of payment to all of the Company's indebtedness that is expressly subordinated in right of payment to the Notes, rank equally in right of payment with all of the Company's existing and future liabilities that are not so subordinated, are effectively junior to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all indebtedness and other liabilities of the Company's subsidiaries (including trade payables but excluding intercompany obligations owed to the Company or its subsidiaries). The 2019 Notes and 2047 Notes were settled as of December 31, 2019 and no longer remain outstanding. As of September 30, 2020, the 2027 and 2024 Notes are not yet convertible and their remaining term is approximately 83 months and 43 months, respectively. As of September 30, 2020 and December 31, 2019, the fair value of the principal amount of the 2027 and 2024 Notes was $276.5 million and $163.2 million, respectively. The estimated fair value was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including the Company's stock price and interest rates, which represents level 2 in the fair value hierarchy. In accounting for the transaction costs for the Notes issuance, the Company allocated the costs incurred to the liability and equity components in proportion to the allocation of the proceeds from issuance to the liability and equity components. Issuance costs attributable to the liability component, totaling $2.8 million and $3.4 million for the 2027 and 2024 Notes, respectively, are being amortized to expense over the expected life of the notes using the effective interest method. Issuance costs attributable to the equity component related to the conversion option, totaling $1.3 million and $1.1 million for the 2027 and 2024 Notes, respectively, were netted with the equity component in stockholders' equity. The Notes consist of the following (in thousands): September 30, 2020 December 31, 2019 Liability component: Principal $ 293,750 $ 143,750 Less: debt discount and issuance cost, net of amortization (78,999) (33,046) Net carrying amount $ 214,751 $ 110,704 Equity component (1) $ 80,098 $ 32,883 (1) Recorded within additional paid-in capital in the unaudited condensed consolidated balance sheet. As of September 30, 2020, it included $47.2 million and $32.9 million related to the 2027 and 2024 Notes, respectively, which was net of $1.3 million and $1.1 million issuance cost in equity, respectively. As of December 31, 2019, it included $32.9 million related to the 2024 Notes, which was net of $1.1 million issuance cost in equity. The following table sets forth total interest expense recognized related to the Notes (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Coupon interest $ 500 $ 863 $ 1,219 $ 3,219 Amortization of debt issuance costs 174 286 488 992 Amortization of debt discount 1,824 2,568 4,938 8,136 Total $ 2,498 $ 3,717 $ 6,645 $ 12,347 Note Hedge and Warrant Transactions Concurrently with the offering of the 2019 Notes, the Company entered into separate convertible note hedge (the "Note Hedge") and warrant (the "Warrant") transactions. Taken together, the purchase of the Note Hedge and the sale of the Warrant were intended to offset any actual dilution from the conversion of the 2019 Notes and to effectively increase the overall conversion price of the 2019 Notes from $33.79 to $45.48 per share. The Warrant was not part of the 2019 Notes or Note Hedge. Both the Note Hedge and Warrant were recorded as part of additional paid-in capital. As of December 31, 2019, the Note Hedge was settled through certain note hedge termination agreements and exercise of any remaining Note Hedge. In 2019, the Company entered into certain warrant termination agreements which terminated certain of the Warrants that were entered into by the Company in connection with the offering of the 2019 Notes. The remaining Warrants expired in August 2020. Capped Call Transactions In September 2020 and in May 2019, in connection with the offering of the 2027 and 2024 Notes, respectively, the Company entered into privately negotiated capped call transactions (collectively, the "Capped Call") with certain option counterparties. The Capped Call transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock initially underlying the Notes, at a strike price that corresponds to the initial conversion price of the Notes, also subject to adjustment, and are exercisable upon conversion of the Notes. The Capped Call transactions are intended to reduce potential dilution to the Company’s common stock and/or offset any cash payments the Company will be required to make in excess of the principal amounts upon any conversion of Notes, and to effectively increase the overall conversion price of the 2027 Notes from $41.82 to $78.90 per share, and for the 2024 Notes from $66.05 to $101.62 per share. As the Capped Call transactions meet certain accounting criteria, they are recorded in stockholders’ equity and are not accounted for as |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation In the ordinary course of business, the Company regularly becomes involved in contract and other negotiations and, in more limited circumstances, becomes involved in legal proceedings, claims and litigation. The outcomes of these matters are inherently unpredictable. The Company is not currently involved in any outstanding litigation that it believes, individually or in the aggregate, will have a material adverse effect on its business, financial condition, results of operations or cash flows. Purchase commitments In the ordinary course of business, the Company enters into various purchase commitments for goods and services. In March 2019, the Company entered into a noncancelable agreement with a computing infrastructure vendor that amended the existing agreement dated June 2017. The amended agreement expires in March 2022. The purchase commitment as of September 30, 2020 was $46.9 million f or the remaining period through the expiration of the agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission ("SEC"). In management's opinion, the accompanying interim unaudited condensed consolidated financial statements include all adjustments necessary for a fair statement of the financial position of the Company as of September 30, 2020, the results of operations for the three and nine months ended September 30, 2020 and 2019, cash flows for the nine months ended September 30, 2020 and 2019, and stockholders' equity for the three and nine months ended September 30, 2020 and 2019. Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 ("Annual Report") filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2019 was derived from the Company's audited consolidated financial statements but does not include all disclosures required under GAAP. Certain prior year amounts have been reclassified for consistency with the current year presentation. This insignificant reclassification had no effect on the reported results of operations. License revenue and license cost of revenue are now combined with subscription revenue and subscription cost of revenue, respectively. Risks and uncertainties Coronavirus ("COVID-19") continues to spread throughout the U.S. and the world and c ompliance with the various containment measures implemented by governmental authorities has impacted the Company's business, as well as the businesses of its customers, suppliers and other counterparties, and this impact could last for an indefinite period of time. There are no comparable recent events that provide guidance as to the effect of the spread of COVID-19 as a global pandemic, and a s a result, the Company is unable to predict the full impact that COVID-19 will have on its results from operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and containment measures . For a full discussion on the ongoing impact of COVID-19 to the Company's business, please see " We must successfully navigate the demand, supply and operational challenges associated with the ongoing coronavirus (COVID-19) pandemic " under Part II, Item 1A of this Quarterly Report on Form 10-Q . |
Accounting Changes [Text Block] | Changes in accounting policies There have been no material changes in the Company’s significant accounting policies and their application as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, except for the Company's adoption of certain accounting standards described in more detail under " Recently adopted accounting pronouncements " in this Note 2 below. |
Fair value measurement | Fair value measurement The Company's financial assets that are included in cash and cash equivalents and that are measured at fair value on a recurring basis consisted of $181.3 million and $273.1 million at September 30, 2020 and December 31, 2019, respectively, and were invested in treasury money market funds. The fair value of the treasury money market funds is determined based on quoted market prices, which represents level 1 in the fair value hierarchy as defined by ASC 820. |
Trade and Other Accounts Receivable, Unbilled Receivables, Policy [Policy Text Block] | Trade and other receivables Trade and other receivables are primarily comprised of trade receivables, net of allowance for doubtful accounts, contract assets and unbilled receivables. The Company records trade accounts receivable for its unconditional rights to consideration arising from the Company's performance under contracts with customers. The Company's standard billing terms are that payment is due upon receipt of invoice, payable generally within thirty to sixty days. The carrying value of such receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. When developing its estimate of expected credit losses on trade and other receivables, the Company considers the available information relevant to assessing the collectability of cash flows, which includes a combination of both internal and external information relating to past events, current conditions, and future forecasts as well as relevant qualitative and quantitative factors that relate to the environment in which the Company operates. Contract assets represent conditional rights to consideration that have been recognized as revenue in advance of billing the customer. Unbilled receivables represent unconditional rights to consideration arising from contingent revenue that have been recognized as revenue in advance of billing the customer. There are no comparable recent events that provide guidance as to the effect of the spread of COVID-19 as a global pandemic. As a result, the impact of COVID-19 is highly uncertain and subject to change. The Company does not yet know the full extent of the impact from COVID-19 to the Company's business operations or the global economy as a whole; however, the impact could have an adverse effect on the Company's customers and inherently the related receivables. |
Revenue Recognition, Customer Acquisitions [Policy Text Block] | Deferred costs Sales commissions earned by the Company's sales representatives are considered incremental and recoverable costs of obtaining a customer contract. Sales commissions are deferred and amortized on a straight-line basis over the period of benefit, which the Company has determined to be five to eight years. The Company determined the period of benefit by taking into consideration its customer contracts, expected renewals of those customer contracts (as the Company currently does not pay an incremental sales commission for renewals), the Company's technology and other factors. The Company also defers amounts earned by employees other than sales representatives who earn incentive payments under compensation plans that are also tied to the value of customer contracts acquired. Deferred costs were $18.9 million and $21.2 million as of September 30, 2020 and December 31, 2019, respectively. Amortization expense for the deferred costs was $1.5 million and $1.3 million for the three months ended September 30, 2020 and 2019, respectively, and $4.3 million and $3.5 million for the nine months ended September 30, 2020 and 2019, respectively. Amortization of deferred costs is included in selling and marketing expense in the accompanying unaudited condensed consolidated statements of comprehensive income (loss). |
Deferred Charges, Policy [Policy Text Block] | Deferred implementation costs The Company capitalizes certain contract fulfillment costs, including personnel and other costs (such as hosting, employee salaries, benefits and payroll taxes), that are associated with arrangements where professional services are not distinct from other undelivered obligations in its customer contracts. The Company analyzes implementation costs and capitalizes those costs that are directly related to customer contracts, that are expected to be recoverable, and that enhance the resources which will be used to satisfy the undelivered performance obligations in those contracts. Deferred implementation costs are amortized ratably over the remaining contract term once the revenue recognition criteria for the respective performance obligation has been met and revenue recognition commences. Deferred implementation costs were $3.2 million and $4.4 million as of September 30, 2020 and December 31, 2019, respectively. Amortization expense for the deferred implementation costs was $0.4 million for the three months ended September 30, 2020 and 2019 and $1.4 million and $1.0 million for the nine months ended September 30, 2020 and 2019, respectively. Deferred implementation costs are included in prepaid and other current assets and other assets, noncurrent in the unaudited condensed consolidated balance sheets. Amortization of deferred implementation costs is included in cost of subscription and cost of services revenues in the accompanying unaudited condensed consolidated statements of comprehensive income (loss). |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("Topic 326") , in order to improve financial reporting of expected credit losses on financial instruments and other commitments to extend credit. Topic 326 requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in current GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. The Company adopted Topic 326 as of January 1, 2020 using the modified retrospective method and there was no material impact on the Company's unaudited condensed consolidated financial statements as of the adoption date. As of September 30, 2020, the Company has recorded allowance for doubtful accounts related to trade receivables of $4.6 million primarily due to increased credit risk from uncertain economic conditions caused by COVID-19. Recently issued accounting pronouncements not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options ("Subtopic 470-20") and Derivatives and Hedging - Contracts in an Entity's Own Equity ("Subtopic 815-40") , which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This new standard is effective for the Company's interim and annual periods beginning January 1, 2022, and earlier adoption is permitted on January 1, 2021. The Company may elect to apply the amendments on a retrospective or modified retrospective basis. The Company is currently assessing the impact of the adoption of the standard on its financial statements. With the exception of the new standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2020, as compared to the recent accounting pronouncements described in the Company's Annual Report, that are of significance or potential significance to the Company. |
Disaggregation of Revenue (Tabl
Disaggregation of Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue by Geography [Abstract] | |
Schedule of Disaggregation Of Revenue [Table Text Block] | The geographic information in the table below is presented for the three and nine months ended September 30, 2020 and 2019. The Company categorizes geographic revenues based on the location of the customer's headquarters. Because the Company's contracts are predominately denominated in U.S. dollars, it has limited exposure to foreign currency exchange risk as discussed under " Foreign Currency Exchange Risk " of Part I, Item 3 below. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Revenue Percent Revenue Percent Revenue Percent Revenue Percent United States of America $ 19,960 32 % $ 21,631 34 % $ 62,475 33 % $ 62,273 34 % Europe 18,827 31 % 19,279 30 % 56,439 29 % 55,286 30 % The rest of the world 22,721 37 % 23,240 36 % 72,652 38 % 66,600 36 % Total revenue $ 61,508 100 % $ 64,150 100 % $ 191,566 100 % $ 184,159 100 % |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Supplemental Lease Information [Table Text Block] | Supplemental cash flow information related to leases was as follows (in thousands): Nine Months Ended September 30, 2020 2019 Cash paid for operating lease liabilities $ 5,672 $ 4,349 Right-of-use asset obtained in exchange for operating lease liability (1) $ 11,544 $ 33,108 (1) For the nine months ended September 30, 2019, the balance included $26.9 million for operating leases existing on January 1, 2019 upon adoption of ASU 842. |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | As of September 30, 2020, maturities of lease liabilities were as follows (in thousands): Year Ending December 31, Amount Remaining 2020 $ 1,607 2021 8,663 2022 10,316 2023 11,323 2024 5,365 2025 4,249 Thereafter 31,857 Total operating lease payments 73,380 Less: Imputed interest (22,804) Less: Anticipated lease incentive (10,226) Total operating lease liabilities $ 40,350 |
Earnings per Share (Table)
Earnings per Share (Table) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2020 2019 2020 2019 Numerator: Net loss $ (18,857) $ (17,347) $ (58,800) $ (51,781) Denominator: Weighted average shares (basic) 43,347 41,276 43,251 39,438 Dilutive effect of potential common shares — — — — Weighted average shares (diluted) 43,347 41,276 43,251 39,438 Basic loss per share $ (0.44) $ (0.42) $ (1.36) $ (1.31) Diluted loss per share $ (0.44) $ (0.42) $ (1.36) $ (1.31) |
Noncash Share-based Compensat_2
Noncash Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Noncash Share-based Compensation [Abstract] | |
Awards outstanding [Table Text Block] | The following table presents the number of shares or units outstanding for each award type as of September 30, 2020 and December 31, 2019, respectively, (in thousands): Award type September 30, 2020 December 31, 2019 Restricted stock units (time-based) 1,611 1,893 Restricted stock units (performance-based) 190 114 Stock appreciation rights 32 65 Market stock units 157 267 |
Schedule of Share-based Compensation Expense | The following table summarizes share-based compensation expense included in the Company's unaudited condensed consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Share-based compensation: Cost of revenue $ 519 $ 503 $ 1,545 $ 1,535 Operating expenses: Selling and marketing 1,727 1,515 5,558 4,329 General and administrative 2,593 2,901 6,960 8,521 Research and development 1,539 1,290 4,414 3,849 Total included in operating expenses 5,859 5,706 16,932 16,699 Total share-based compensation expense $ 6,378 $ 6,209 $ 18,477 $ 18,234 |
Convertible debt (Tables)
Convertible debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following is a summary of the Company's convertible senior notes as of September 30, 2020 (in thousands): Date of Issuance Unpaid Principal Balance Net Carrying Amount Contractual Interest Rates Current Noncurrent 1% Convertible Notes due in 2024 ("2024 Notes") May 2019 $ 143,750 $ — $ 115,880 1% 2.25% Convertible Notes due in 2027 ("2027 Notes") September 2020 $ 150,000 $ — $ 98,871 2.25% |
Convertible Debt [Table Text Block] | The Notes consist of the following (in thousands): September 30, 2020 December 31, 2019 Liability component: Principal $ 293,750 $ 143,750 Less: debt discount and issuance cost, net of amortization (78,999) (33,046) Net carrying amount $ 214,751 $ 110,704 Equity component (1) $ 80,098 $ 32,883 (1) Recorded within additional paid-in capital in the unaudited condensed consolidated balance sheet. As of September 30, 2020, it included $47.2 million and $32.9 million related to the 2027 and 2024 Notes, respectively, which was net of $1.3 million and $1.1 million issuance cost in equity, respectively. As of December 31, 2019, it included $32.9 million related to the 2024 Notes, which was net of $1.1 million issuance cost in equity. The following table sets forth total interest expense recognized related to the Notes (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Coupon interest $ 500 $ 863 $ 1,219 $ 3,219 Amortization of debt issuance costs 174 286 488 992 Amortization of debt discount 1,824 2,568 4,938 8,136 Total $ 2,498 $ 3,717 $ 6,645 $ 12,347 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies [Line Items] | |||||
Treasury money market funds, at fair value | $ 181,300,000 | $ 181,300,000 | $ 273,100,000 | ||
Deferred Costs | 18,900,000 | 18,900,000 | 21,200,000 | ||
Amortization of Deferred Charges | 1,500,000 | $ 1,300,000 | 4,300,000 | $ 3,500,000 | |
Capitalized Contract Cost, Net | 3,200,000 | 3,200,000 | 4,400,000 | ||
Capitalized Contract Cost, Amortization | 400,000 | 1,400,000 | $ 1,000,000 | ||
Allowance for bad debts | $ 4,616,000 | $ 4,616,000 | $ 214,000 |
Deferred Revenue and Performa_2
Deferred Revenue and Performance Obligation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Deferred Revenue and Performance Obligation [Abstract] | ||||
Deferred Revenue, Revenue Recognized | $ 45.3 | $ 45.1 | $ 107.2 | $ 86.2 |
Revenue, Remaining Performance Obligation, Amount | 366.8 | 366.8 | ||
Revenue Remaining Performance Obligation, to be recognized within 12 months | $ 175.4 | $ 175.4 |
Disaggregation of Revenue Reven
Disaggregation of Revenue Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | $ 61,508 | $ 64,150 | $ 191,566 | $ 184,159 |
Percentage of total revenue | 100.00% | 100.00% | 100.00% | 100.00% |
UNITED STATES | ||||
Revenues | $ 19,960 | $ 21,631 | $ 62,475 | $ 62,273 |
Percentage of total revenue | 32.00% | 34.00% | 33.00% | 34.00% |
Europe [Member] | ||||
Revenues | $ 18,827 | $ 19,279 | $ 56,439 | $ 55,286 |
Percentage of total revenue | 31.00% | 30.00% | 29.00% | 30.00% |
The rest of the world [Member] | ||||
Revenues | $ 22,721 | $ 23,240 | $ 72,652 | $ 66,600 |
Percentage of total revenue | 37.00% | 36.00% | 38.00% | 36.00% |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | Aug. 14, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Business Acquisition [Line Items] | |||||
Business Combination, Acquisition Related Costs | $ 0 | $ 248 | $ 0 | $ 248 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 2,000 | ||||
Goodwill, Acquired During Period | $ 11,000 | ||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 0 | $ (10,510) | |||
Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||
Developed Technology Rights [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Option to Renew | 15 years | ||
Lessee, Operating Lease, Termination Option | 1 year | ||
Right-of-use Asset Obtained in Exchange for Operating Lease Liability | $ 26,900 | $ 11,544 | $ 33,108 |
Operating Lease, Payments | $ 5,672 | $ 4,349 | |
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Term of Contract | 1 year | ||
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Term of Contract | 13 years |
Leases Schedule of lease liabil
Leases Schedule of lease liability maturities (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Remaining 2020 | $ 1,607 |
2021 | 8,663 |
2022 | 10,316 |
2023 | 11,323 |
2024 | 5,365 |
2025 | 4,249 |
Thereafter | 31,857 |
Operating Leases, Payments Due | 73,380 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (22,804) |
Lessee, Operating Lease, Anticipated Incentives | (10,226) |
Operating Lease, Liability | $ 40,350 |
Earnings per Share (Details)
Earnings per Share (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive potential common shares excluded from computation of earnings per share | 1.3 | 2.1 | 1.3 | 2.1 |
Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive potential common shares excluded from computation of earnings per share | 5.8 | 3.1 | 5.8 | 3.1 |
Earnings per Share Basis and Di
Earnings per Share Basis and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator | ||||
Net income (loss) | $ (18,857) | $ (17,347) | $ (58,800) | $ (51,781) |
Denominator | ||||
Weighted average shares (basic) | 43,347 | 41,276 | 43,251 | 39,438 |
Dilutive effect of potential common shares | 0 | 0 | 0 | 0 |
Weighted average shares (diluted) | 43,347 | 41,276 | 43,251 | 39,438 |
Basic Earnings Per Share | $ (0.44) | $ (0.42) | $ (1.36) | $ (1.31) |
Diluted earnings per share | $ (0.44) | $ (0.42) | $ (1.36) | $ (1.31) |
Noncash Share-based Compensat_3
Noncash Share-based Compensation (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | |
Noncash Share-based Compensation (Narrative) [Line Items] | ||
Unrecognized compensation cost related to share-based compensation | $ | $ 50,800,000 | $ 50,800,000 |
Weighted average period to recognize cost, in years | 2 years 8 months 12 days | |
Share-based compensation arrangement by share-based payment, Minimum Employee Subscription rate | 1.00% | 1.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 10.00% | 10.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | 15.00% | |
Maximum Amount Contributable by employees under ESPP- Half yearly | $ | $ 5,000 | |
Maximum Amount Contributable By Employees Under ESPP- Annually | $ | $ 10,000 | |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 38,683 | 65,457 |
ESPP contributions by Employees | $ | $ 1,000,000 | |
RSUs | ||
Noncash Share-based Compensation (Narrative) [Line Items] | ||
Awards, other than options, granted in period | 22,221 | 654,780 |
Weighted average grant date fair value, per share, of awards granted in period | $ / shares | $ 33.75 | $ 55.89 |
Employee Stock [Member] | ||
Noncash Share-based Compensation (Narrative) [Line Items] | ||
Shares available for future grants | 74,794 | 74,794 |
Performance Shares [Member] | ||
Noncash Share-based Compensation (Narrative) [Line Items] | ||
Awards, other than options, granted in period | 76,200 | |
Weighted average grant date fair value, per share, of awards granted in period | $ / shares | $ 54.23 | |
2017 Equity Incentive Plan [Member] [Member] | ||
Noncash Share-based Compensation (Narrative) [Line Items] | ||
Shares reserved for issuance under Plan | 2,500,000 | 2,500,000 |
Shares available for future grants | 1,912,191 | 1,912,191 |
2017 Amended Equity Incentive Plan [Member] | ||
Noncash Share-based Compensation (Narrative) [Line Items] | ||
Shares reserved for issuance under Plan | 4,550,000 | 4,550,000 |
Noncash Share-based Compensat_4
Noncash Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 6,378 | $ 6,209 | $ 18,477 | $ 18,234 |
Cost of Sales [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 519 | 503 | 1,545 | 1,535 |
Selling and Marketing Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 1,727 | 1,515 | 5,558 | 4,329 |
General and Administrative Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 2,593 | 2,901 | 6,960 | 8,521 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 1,539 | 1,290 | 4,414 | 3,849 |
Operating Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 5,859 | $ 5,706 | $ 16,932 | $ 16,699 |
Noncash Share-based Compensat_5
Noncash Share-based Compensation Awards outstanding (Details) - shares shares in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Restricted Stock Unit - time based [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 1,611 | 1,893 |
Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 190 | 114 |
Stock Appreciation Rights (SARs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 32 | 65 |
Market Share Units (MSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 157 | 267 |
Convertible debt (Details)
Convertible debt (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 0 | $ (76,018,000) | |||
Gain (Loss) on Extinguishment of Debt | 0 | (5,000,000) | |||
Debt Instrument, Face Amount | $ 293,750,000 | 293,750,000 | $ 143,750,000 | ||
Convertible Debt, Noncurrent | 214,751,000 | 214,751,000 | 110,704,000 | ||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 78,999,000 | 78,999,000 | 33,046,000 | ||
Convertible Debt | 214,751,000 | 214,751,000 | 110,704,000 | ||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 80,098,000 | 80,098,000 | 32,883,000 | ||
Debt Instrument, Periodic Payment, Interest | 500,000 | $ 863,000 | 1,219,000 | 3,219,000 | |
Amortization of Financing Costs | 174,000 | 286,000 | 488,000 | 992,000 | |
Amortization of Debt Discount (Premium) | 1,824,000 | 2,568,000 | 4,938,000 | 8,136,000 | |
Interest Expense, Debt | 2,498,000 | $ 3,717,000 | 6,645,000 | 12,347,000 | |
Debt Instrument, Fair Value Disclosure | $ 276,500,000 | 276,500,000 | 163,200,000 | ||
Purchase of convertible bond hedge | 25,335,000 | 16,445,000 | |||
Proceeds from bond hedge termination | 0 | 64,819,000 | |||
Payment for warrant termination | $ 0 | $ (45,243,000) | |||
Notes due 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 33.79 | ||||
Investment Warrants, Exercise Price | $ / shares | $ 45.48 | $ 45.48 | |||
Notes due 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Cost | $ 3,400,000 | $ 3,400,000 | |||
Convertible debt, issuance cost, equity component | $ 1,100,000 | 1,100,000 | |||
Debt Instrument, Convertible, Conversion Ratio | 15.1394 | ||||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 66.05 | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 101.62 | $ 101.62 | |||
Debt Instrument, Face Amount | $ 143,750,000 | $ 143,750,000 | |||
Convertible Debt, Current | 0 | 0 | |||
Convertible Debt, Noncurrent | 115,880,000 | 115,880,000 | |||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 32,900,000 | $ 32,900,000 | $ 32,900,000 | ||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 43 months | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | |||
Notes due 2027 | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Cost | $ 2,800,000 | $ 2,800,000 | |||
Convertible debt, issuance cost, equity component | $ 1,300,000 | ||||
Debt Instrument, Convertible, Conversion Ratio | 23.9137 | ||||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 41.82 | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 78.90 | $ 78.90 | |||
Debt Instrument, Face Amount | $ 150,000,000 | $ 150,000,000 | |||
Convertible Debt, Current | 0 | 0 | |||
Convertible Debt, Noncurrent | 98,871,000 | 98,871,000 | |||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 47,200,000 | $ 47,200,000 | |||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 83 months | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.25% | 2.25% | |||
Debt Instrument, Interest Rate, Effective Percentage | 8.50% | 8.50% |
Commitments and Contingencies P
Commitments and Contingencies Purchase commitments (Details) $ in Millions | Sep. 30, 2020USD ($) |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation | $ 46.9 |