Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity Registrant Name | Q2 Holdings, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity File Number | 001-36350 | ||
Entity Tax Identification Number | 20-2706637 | ||
Entity Address, Address Line One | 13785 Research Blvd | ||
Entity Address, Address Line Two | Suite 150 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78750 | ||
City Area Code | 512 | ||
Local Phone Number | 275-0072 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | QTWO | ||
Security Exchange Name | NYSE | ||
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 | ||
Smaller Reporting Company | false | ||
Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,611,447,727 | ||
Entity Common Stock Shares Outstanding | 48,418,010 | ||
Documents Incorporated by Reference | Part III of this Annual Report on Form 10-K incorporates certain information by reference from the definitive proxy statement for the registrant's 2020 Annual Meeting of Stockholders to be filed within 120 days of the registrant's fiscal year ended December 31, 2019 , or the Proxy Statement. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001410384 | ||
Current Fiscal Year End Date | --12-31 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 100,094 | $ 108,341 |
Restricted cash | 3,468 | 1,815 |
Investments | 32,325 | 68,979 |
Accounts receivable, net | 22,442 | 19,668 |
Contract assets, current portion | 872 | 598 |
Prepaid expenses and other current assets | 6,354 | 3,983 |
Deferred solution and other costs, current portion | 15,609 | 10,501 |
Deferred implementation costs, current portion | 5,171 | 4,427 |
Total current assets | 186,335 | 218,312 |
Property and equipment, net | 39,252 | 34,994 |
Right of use assets | 35,388 | |
Deferred solution and other costs, net of current portion | 29,220 | 16,761 |
Deferred implementation costs, net of current portion | 15,848 | 9,948 |
Intangible assets, net | 223,861 | 63,296 |
Goodwill | 462,023 | 107,907 |
Contract assets, net of current portion | 15,189 | 10,272 |
Other long-term assets | 2,318 | 2,230 |
Total assets | 1,009,434 | 463,720 |
Current liabilities: | ||
Accounts payable | 10,967 | 9,169 |
Accrued liabilities | 16,341 | 9,329 |
Accrued compensation | 38,668 | 12,652 |
Deferred revenues, current portion | 57,850 | 42,531 |
Lease liabilities, current portion | 9,140 | |
Total current liabilities | 132,966 | 73,681 |
Convertible notes, net of current portion | 424,784 | 182,723 |
Deferred revenues, net of current portion | 32,954 | 23,063 |
Deferred rent, net of current portion | 8,151 | |
Lease liabilities, net of current portion | 36,079 | |
Other long-term liabilities | 3,239 | 17,202 |
Total liabilities | 630,022 | 304,820 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock: $0.0001 par value; 5,000 shares authorized, no shares issued or outstanding as of December 31, 2019 and 2018 | 0 | 0 |
Common stock: $0.0001 par value; 150,000 shares authorized, 48,386 shares issued and outstanding as of December 31, 2019, and 43,535 shares issued and outstanding as of December 31, 2018 | 5 | 4 |
Additional paid-in capital | 622,692 | 331,355 |
Accumulated other comprehensive income/(loss) | 14 | (37) |
Accumulated deficit | (243,299) | (172,422) |
Total stockholders' equity | 379,412 | 158,900 |
Total liabilities and stockholders' equity | $ 1,009,434 | $ 463,720 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000 | 5,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 48,386,000 | 43,535,000 |
Common stock, shares outstanding (in shares) | 48,386,000 | 43,535,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Income Statement [Abstract] | ||||
Revenues | $ 315,484 | $ 241,100 | $ 193,978 | |
Cost of revenues | [1] | 162,485 | 121,855 | 99,485 |
Gross profit | 152,999 | 119,245 | 94,493 | |
Operating expenses: | ||||
Sales and marketing | [1] | 63,947 | 48,124 | 41,170 |
Research and development | [1] | 76,273 | 51,334 | 40,338 |
General and administrative | [1] | 56,739 | 44,990 | 37,179 |
Acquisition related costs | 16,027 | 4,145 | 1,232 | |
Amortization of acquired intangibles | 6,339 | 1,844 | 1,481 | |
Unoccupied lease charges | 420 | 658 | 0 | |
Total operating expenses | 219,745 | 151,095 | 121,400 | |
Loss from operations | (66,746) | (31,850) | (26,907) | |
Other income (expense): | ||||
Interest and other income | 3,672 | 2,811 | 553 | |
Interest and other expense | (20,290) | (10,161) | (124) | |
Total other income (expense), net | (16,618) | (7,350) | 429 | |
Loss before income taxes | (83,364) | (39,200) | (26,478) | |
Benefit from income taxes | 12,487 | 3,803 | 314 | |
Net loss | (70,877) | (35,397) | (26,164) | |
Other comprehensive gain (loss): | ||||
Unrealized gain (loss) on available-for-sale investments | 223 | 24 | (85) | |
Foreign currency translation adjustment | (172) | 78 | 0 | |
Comprehensive loss | $ (70,826) | $ (35,295) | $ (26,249) | |
Net loss per common share, basic and diluted (usd per share) | $ (1.53) | $ (0.83) | $ (0.63) | |
Weighted average common shares outstanding: | ||||
Basic and diluted (in shares) | 46,198 | 42,797 | 41,218 | |
[1] | Includes stock-based compensation expenses as follows: Year Ended December 31, 2019 2018 2017 Cost of revenues $ 6,427 $ 4,773 $ 3,729 Sales and marketing 7,740 5,837 3,243 Research and development 9,864 6,852 4,464 General and administrative 15,347 11,758 9,503 Total stock-based compensation expenses $ 39,378 $ 29,220 $ 20,939 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total Stock-based compensation expenses | $ 39,378 | $ 29,220 | $ 20,939 |
Cost of revenues | |||
Total Stock-based compensation expenses | 6,427 | 4,773 | 3,729 |
Sales and marketing | |||
Total Stock-based compensation expenses | 7,740 | 5,837 | 3,243 |
Research and development | |||
Total Stock-based compensation expenses | 9,864 | 6,852 | 4,464 |
General and administrative | |||
Total Stock-based compensation expenses | $ 15,347 | $ 11,758 | $ 9,503 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Common stock, beginning balance (in shares) at Dec. 31, 2016 | 40,425 | |||||
Beginning balance at Dec. 31, 2016 | $ 100,235 | $ 4 | $ (417) | $ 226,485 | $ (54) | $ (125,783) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 20,939 | 20,939 | ||||
Shares acquired to settle the exercise of stock options (in shares) | (11) | |||||
Shares acquired to settle the exercise of stock options | (438) | (438) | ||||
Exercise of stock options (in shares) | 1,205 | |||||
Exercise of stock options | 12,135 | 12,135 | ||||
Shares issued for the vesting of restricted stock awards (in shares) | 348 | |||||
Other comprehensive gain (loss) | (85) | (85) | ||||
Net loss | (26,164) | (26,164) | ||||
Common stock, ending balance (in shares) at Dec. 31, 2017 | 41,967 | |||||
Ending balance at Dec. 31, 2017 | 106,622 | $ 4 | (855) | 259,726 | (139) | (152,114) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Adoption of new accounting standard (see Note 2) | Accounting Standards Update 2014-09 | 0 | |||||
Stock-based compensation | 29,545 | 29,545 | ||||
Shares acquired to settle the exercise of stock options (in shares) | (7) | |||||
Shares acquired to settle the exercise of stock options | (395) | (62) | (333) | |||
Exercise of stock options (in shares) | 1,038 | |||||
Exercise of stock options | 12,982 | 12,982 | ||||
Shares issued for the vesting of restricted stock awards (in shares) | 537 | |||||
Retirement of treasury stock | 0 | 917 | (164) | (753) | ||
Equity component of convertible senior notes, less issuance costs | 48,919 | 48,919 | ||||
Purchase of convertible notes hedges | (41,699) | (41,699) | ||||
Issuance of warrants | 22,379 | 22,379 | ||||
Other comprehensive gain (loss) | 102 | 102 | ||||
Net loss | $ (35,397) | (35,397) | ||||
Common stock, ending balance (in shares) at Dec. 31, 2018 | 43,535 | 43,535 | ||||
Ending balance at Dec. 31, 2018 | $ 158,900 | $ 4 | 0 | 331,355 | (37) | (172,422) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 40,510 | 40,510 | ||||
Shares acquired to settle the exercise of stock options (in shares) | (12) | |||||
Shares acquired to settle the exercise of stock options | (941) | (941) | ||||
Exercise of stock options (in shares) | 1,059 | |||||
Exercise of stock options | 15,694 | 15,694 | ||||
Shares issued for the vesting of restricted stock awards (in shares) | 770 | |||||
Proceeds from issuance of common stock, net of issuance costs (in shares) | 3,034 | |||||
Proceeds from issuance of common stock, net of issuance costs | 195,290 | $ 1 | 195,289 | |||
Equity component of convertible senior notes, less issuance costs | 81,550 | 81,550 | ||||
Purchase of capped call transactions | (40,765) | (40,765) | ||||
Other comprehensive gain (loss) | 51 | 51 | ||||
Net loss | $ (70,877) | (70,877) | ||||
Common stock, ending balance (in shares) at Dec. 31, 2019 | 48,386 | 48,386 | ||||
Ending balance at Dec. 31, 2019 | $ 379,412 | $ 5 | $ 0 | $ 622,692 | $ 14 | $ (243,299) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (70,877) | $ (35,397) | $ (26,164) |
Adjustments to reconcile net loss to net cash from operating activities: | |||
Amortization of deferred implementation, solution and other costs | 13,634 | 8,448 | 7,455 |
Depreciation and amortization | 28,457 | 16,802 | 14,946 |
Amortization of debt issuance costs | 1,467 | 829 | 28 |
Amortization of debt discount | 15,154 | 7,646 | 0 |
Amortization of premiums on investments | 226 | (3) | 319 |
Stock-based compensation expenses | 40,510 | 29,545 | 20,939 |
Deferred income taxes | (12,774) | (2,050) | (350) |
Allowance for sales credits | 172 | (141) | (3) |
Loss on disposal of long-lived assets | 287 | 19 | 33 |
Impairment of intangible assets | 6 | 17 | 0 |
Unoccupied lease charges | 420 | 658 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 372 | (4,677) | (961) |
Prepaid expenses and other current assets | (822) | 1,844 | 240 |
Deferred solution and other costs | (23,548) | (8,780) | (5,353) |
Deferred implementation costs | (14,296) | (6,993) | (5,179) |
Contract assets | (5,191) | (5,812) | 0 |
Other long-term assets | 6,141 | (1,359) | (236) |
Accounts payable | 1,126 | (263) | 3,367 |
Accrued liabilities | 14,718 | 952 | (4,369) |
Deferred revenue | 13,400 | 4,454 | 4,837 |
Deferred rent and other long-term liabilities | (8,015) | (1,144) | (77) |
Net cash provided by operating activities | 567 | 4,595 | 9,472 |
Cash flows from investing activities: | |||
Purchases of investments | (27,330) | (75,674) | (27,749) |
Maturities of investments | 63,980 | 48,407 | 27,907 |
Purchases of property and equipment | (13,860) | (13,285) | (12,315) |
Business combinations and asset acquisitions, net of cash acquired | (505,577) | (130,694) | (3,816) |
Purchase of intangible assets | (288) | (46) | 0 |
Capitalized software development costs | (177) | 0 | (970) |
Net cash used in investing activities | (483,252) | (171,292) | (16,943) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock, net of issuance costs | 195,289 | 0 | 0 |
Proceeds from issuance of convertible notes, net of issuance costs | 307,016 | 223,167 | 0 |
Purchase of capped call transaction | (40,765) | 0 | 0 |
Purchase of convertible notes bond hedge | 0 | (41,699) | 0 |
Proceeds from issuance of warrants | 0 | 22,379 | 0 |
Proceeds from exercise of stock options to purchase common stock | 14,551 | 12,730 | 11,559 |
Net cash provided by financing activities | 476,091 | 216,577 | 11,559 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (6,594) | 49,880 | 4,088 |
Cash, cash equivalents, and restricted cash beginning of period | 110,156 | 60,276 | 56,188 |
Cash, cash equivalents, and restricted cash end of period | 103,562 | 110,156 | 60,276 |
Supplemental disclosures of cash flow information: | |||
Cash paid for taxes, net of refund | (1) | 215 | 128 |
Cash paid for interest | 2,853 | 810 | 68 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Shares acquired to settle the exercise of stock options | (941) | (395) | (438) |
Acquisition consideration payable to seller - hold back | 0 | 0 | 150 |
Data center assets acquired under deferred payment arrangements or financing arrangements | $ 1,104 | $ 0 | $ 4,102 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Q2 Holdings, Inc. and its wholly-owned subsidiaries, collectively the "Company," is a leading provider of secure, cloud-based digital solutions that transform the ways in which traditional and emerging financial services providers engage with account holders and end users, or End Users. The Company sells its solutions to regional and community financial institutions, alternative finance and leasing companies, and financial technology companies. The Company's solutions enable customers to deliver robust suites of digital banking, lending, leasing, and banking as a service, or BaaS, services that make it possible for account holders and End Users to transact and engage anytime, anywhere and on any device. The Company delivers its solutions to the substantial majority of its customers using a software-as-a-service, or SaaS, model under which its customers pay subscription fees for the use of the Company's solutions. The Company was incorporated in Delaware in March 2005 and is a holding company that owns 100% of the outstanding capital stock of Q2 Software, Inc. The Company's headquarters are located in Austin, Texas. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, and Securities and Exchange Commission, or SEC, requirements. The consolidated financial statements include the accounts of Q2 Holdings, Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Effective January 1, 2018 the Company adopted the requirements of Accounting Standards Update, or ASU, No. 2014-09 "Revenue from Contracts with Customers (Topic 606)," or the new revenue standard, and effective January 1, 2019 the Company adopted the requirements of ASU No. 2016-02, "Leases (Topic 842)." All amounts and disclosures set forth in this Form 10-K have been updated to comply with the new standards. Reclassifications Certain amounts appearing in the prior year's Consolidated Statements of Cash Flows have been reclassified to conform to the current year's presentation. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, standalone selling price, and other revenue items requiring significant judgment; stock-based compensation; the carrying value of goodwill; the fair value of acquired intangibles; the capitalization of software development costs; the useful lives of property and equipment and long-lived intangible assets; fair value of contingent consideration; fair value of the conversion features of convertible notes; and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments acquired with an original maturity of ninety days or less at the date of purchase to be cash equivalents. Cash equivalents are stated at cost or fair value based on the underlying security. Restricted Cash Restricted cash consists of deposits held as collateral for the Company's secured letters of credit or bank guarantee issued in place of the security deposit for the Company's corporate headquarters and various other leases. Investments Investments typically include U.S. government agency bonds, corporate bonds, commercial paper, certificates of deposit and money market funds. All investments are considered available for sale and are carried at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, restricted cash, investments and accounts receivable. The Company's cash and cash equivalents, restricted cash and investments are placed with high credit quality financial institutions and issuers, and at times may exceed federally-insured limits. The Company has not experienced any loss relating to cash and cash equivalents or restricted cash in these accounts. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. No individual customer accounted for 10% or more of revenues for each of the years ended December 31, 2019 , 2018 and 2017 . No individual customer accounted for 10% or more of accounts receivable, net, as of December 31, 2019 and 2018 . Contract Balances The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, or contract assets, and deferred revenues, or contract liabilities. Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in contract assets. Contract assets that are expected to be billed during the succeeding twelve-month period are recorded in contract assets, current portion, and the remaining portion is recorded in contract assets, net of current portion on the accompanying consolidated balance sheets at the end of each reporting period. A contract liability results when the Company receives prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as initial subscription fees. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. The Company recognizes contract liabilities as revenues when the services are performed, and the corresponding revenue recognition criteria are met. Contract liabilities that are expected to be recognized as revenues during the succeeding twelve-month period are recorded in deferred revenues, current portion, and the remaining portion is recorded in deferred revenues, net of current portion, on the accompanying consolidated balance sheets at the end of each reporting period. Accounts Receivable Accounts receivable are stated at net realizable value, including both billed and unbilled receivables to customers. Unbilled receivable balances arise primarily when the Company provides services in advance of billing for those services. Generally, billing for revenues related to the number of End Users and the number of transactions processed by the Company's End Users that are included in the Company's minimum subscription fee occurs in the month the revenue is recognized, resulting in accounts receivable. Billing for revenues relating to the number of End Users and the number of transactions processed by the Company's End Users that are in excess of the Company's minimum subscription fees are, generally, billed in the month following the month the revenues were earned, resulting in an unbilled receivable. Unbilled receivables of $4.3 million and $3.2 million were included in the accounts receivable balance as of December 31, 2019 and 2018 , respectively. The Company assesses the collectability of outstanding accounts receivable on an ongoing basis and maintains an allowance for doubtful accounts for accounts receivable deemed uncollectable. As of December 31, 2019 and 2018 , the Company did not provide for an allowance for doubtful accounts, as all amounts outstanding were deemed collectable. Historically, the Company's collection experience has not varied significantly, and bad debt expenses have been insignificant. The Company maintains a reserve for estimated sales credits issued to customers for billing disputes or other service-related reasons. This allowance is recorded as a reduction against current period revenues and accounts receivable. In estimating this allowance, the Company analyzes prior periods to determine the amounts of sales credits issued to customers compared to the revenues in the period that related to the original customer invoice. This estimate is analyzed quarterly and adjusted as necessary. The allowance for sales credits was $0.5 million and $0.4 million as of December 31, 2019 and 2018 , respectively. The following table shows the Company's allowance for sales credits as follows: Beginning Balance Additions Deductions Ending Balance Year Ended December 31, 2017 $ 228 $ 683 $ (685 ) $ 226 Year Ended December 31, 2018 226 1,845 (1,704 ) 367 Year Ended December 31, 2019 $ 367 $ 1,388 $ (1,216 ) $ 539 Deferred Revenues Deferred revenues primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for implementation, maintenance and other services, as well as initial subscription fees. The Company recognizes deferred revenues as revenues when the services are performed and the corresponding revenue recognition criteria are met. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. The net increase in the deferred revenue balance for the year ended December 31, 2019 , is primarily driven by cash payments received or due in advance of satisfying the Company's performance obligations of $330.8 million for current year invoices, $12.1 million from the acquisition of Lender Performance Group, LLC, also doing business as PrecisionLender, $5.2 million from the netting of contract assets and liabilities on a contract-by-contract basis, partially offset by the recognition of $291.3 million of revenue recognized from current year invoices and $31.6 million of revenue that was included in the deferred revenue balance at December 31, 2018 . Amounts recognized from deferred revenues represent primarily revenue from the sale of subscription and implementation services. The Company's payment terms vary by the type and location of its customer and the products or services offered. The period of time between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. On December 31, 2019 , the Company had $1.1 billion of remaining performance obligations, which represents contracted revenue minimums that have not yet been recognized, including amounts that will be invoiced and recognized as revenue in future periods. The Company expects to recognize approximately 48% percent of its remaining performance obligations as revenue in the next 24 months, an additional 39% percent in the next 25 to 48 months, and the balance thereafter. Deferred Implementation Costs The Company capitalizes certain personnel and other costs such as employee salaries, benefits and the associated payroll taxes that are direct and incremental to the implementation of its solutions. The Company analyzes implementation costs that may be capitalized to assess their recoverability, and only capitalizes costs that it anticipates being recoverable. The Company assesses the recoverability of its deferred implementation costs by comparing the greater of the amount of the non-cancellable portion of a customer's contract and the non-refundable customer prepayments received as it relates to the specific implementation costs incurred. The Company begins amortizing the deferred implementation costs for an implementation once the revenue recognition criteria have been met, and the Company amortizes those deferred implementation costs ratably over the expected period of customer benefit, which has been determined to be the estimated life of the technology, which the Company estimates to be five to seven years . The Company determined the period of benefit by considering factors such as historically high renewal rates with similar customers and contracts, initial contract length, an expectation that there will still be a demand for the product at the end of its term, and the significant costs to switch to a competitor's product, all of which are governed by the estimated useful life of the technology. The portion of deferred implementation costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred implementation costs, current portion, and the remainder is recorded in long-term assets as deferred implementation costs, net of current portion in the accompanying consolidated balance sheets. The Company capitalized implementation costs in the amount of $14.3 million and $7.3 million during the years ended December 31, 2019 and 2018 , respectively, and recognized $7.7 million and $4.7 million of amortization during the years ended December 31, 2019 and 2018 , respectively. Amortization expense is included in cost of revenues in the accompanying consolidated statements of comprehensive loss. Deferred Solution and Other Costs The Company capitalizes sales commissions and other third-party costs such as third-party licenses and maintenance related to its customer agreements. The Company capitalizes sales commissions because the commission charges are so closely related to the revenues from the non-cancellable customer agreements that they should be recorded as an asset and charged to expense over the same period that the related revenue is recognized. The Company capitalizes commissions and bonuses for those involved in the sale, including direct employees and indirect supervisors, as these are incremental to the sale. The Company typically pays commissions in two increments. The initial payment is made after the contract has been executed and the initial deposit has been received from the customer, and the final payment is made upon commencement date. The Company requires that an individual remain employed to collect a commission when it is due. The service period between the first and second payment is considered a substantive service period, and as a result, the Company expenses the final payment when made. The Company begins amortizing deferred solution and other costs for a particular customer agreement once the revenue recognition criteria are met and amortizes those deferred costs over the expected period of customer benefit, which has been determined to be the estimated life of the technology, which the Company estimates to be five to seven years. The Company determined the period of benefit by considering factors such as historically high renewal rates with similar customers and contracts, initial contract length, an expectation that there will still be a demand for the product at the end of its term, and the significant costs to switch to a competitor's product, all of which are governed by the estimated useful life of the technology. The Company analyzes solution and other costs that may be capitalized to assess their recoverability and only capitalizes costs that it anticipates being recoverable. The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred solution and other costs, current portion, and the remainder is recorded in long-term assets as deferred solution and other costs, net of current portion. The Company capitalized $14.2 million and $6.7 million in deferred commissions costs during the years ended December 31, 2019 and 2018 , respectively, and recognized $6.0 million and $3.6 million of amortization during the years ended December 31, 2019 and 2018 , respectively. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of comprehensive loss. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the related assets. Maintenance and repairs that do not extend the life of or improve an asset are expensed in the period incurred. The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term Purchase Price Allocation, Intangible Assets, and Goodwill The purchase price allocation for business combinations and asset acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values. The Company determines whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the single asset or group of assets, as applicable, is not a business. If it is not met, the Company determines whether the single asset or group of assets, as applicable, meets the definition of a business. In connection with the Company's acquisitions discussed in Note 3 - Business Combinations and Asset Acquisitions, the Company recorded certain intangible assets, including acquired technology, customer relationships, trademarks, non-compete agreements and assembled workforce. Amounts allocated to the acquired intangible assets are being amortized on a straight-line basis over the estimated useful lives. The Company periodically reviews the estimated useful lives and fair values of its identifiable intangible assets, taking into consideration any events or circumstances which might result in a diminished fair value or revised useful life. The excess purchase price over the fair value of assets acquired is recorded as goodwill. The Company tests goodwill for impairment annually in October, or whenever events or changes in circumstances indicate an impairment may have occurred. Because the Company operates in a single reporting unit, the impairment test is performed at the consolidated entity level by comparing the estimated fair value of the Company to the carrying value of the Company. The Company estimates the fair value of the reporting unit using a "step one" analysis using a fair-value-based approach based on the market capitalization or a discounted cash flow analysis of projected future results to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Determining the fair value of goodwill is subjective in nature and often involves the use of estimates and assumptions including, without limitation, use of estimates of future prices and volumes for the Company's products, capital needs, economic trends and other factors which are inherently difficult to forecast. If actual results, or the plans and estimates used in future impairment analyses are lower than the original estimates used to assess the recoverability of these assets, the Company could incur impairment charges in a future period. Revenues Revenues are recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally when the Company's solutions are implemented and made available to the customers. The promised consideration may include fixed amounts, variable amounts or both. Revenues are recognized net of sales credits and allowances. Revenue-generating activities are directly related to the sale, implementation and support of the Company's solutions within a single operating segment. The Company derives the majority of its revenues from subscription fees for the use of its solutions hosted in either the Company's data centers or cloud-based hosting services, transaction revenue from bill-pay solutions, and revenues for customer support and implementation services related to the Company's solutions. The Company recognizes the corresponding revenues over time on a ratable basis over the customer agreement term. The following table disaggregates the Company's revenue by major source: Year Ended December 31, 2019 2018 Subscription $ 221,983 $ 168,226 Transactional 48,396 39,232 Services and Other 45,105 33,642 Total Revenues $ 315,484 $ 241,100 Subscription Revenues The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from these applications, including contractual periodic price increases, are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on whether the revenue recognition criteria have been met. Periodic price increases are estimated at contract inception and result in contract assets as revenue recognition may exceed the amount billed early in the contract. Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as revenue in the month when the usage amounts are determined and reported. A small portion of the Company's customers host and manage the Company's solutions on-premises or in third-party data centers under term license and maintenance agreements. Term licenses sold with maintenance entitle the customer to technical support, upgrades and updates to the software on a when-and-if-available basis. The Company recognizes software license revenue once the customer obtains control of the license, which generally occurs at the start of each license term. The Company recognizes the remaining arrangement consideration for maintenance revenue over time on a ratable basis over the term of the software license. If the expected length of time between when the Company transfers the software license to the customer and when the customer pays for it results in a significant financing component, the Company adjusts the promised amount of consideration for the effects of the time value of money, which reflects the price the customer would have paid when the license was transferred. Revenues from term licenses and maintenance agreements and the related financing component were not significant in the periods presented. Transactional Revenues The Company earns the majority of its transactional revenues based on the number of bill-pay transactions that End Users initiate on its digital banking platform. The Company also generates a smaller portion of its transactional revenues from interchange fees generated when End Users utilize debit cards integrated with its Q2 CorePro API or Q2 Biller Direct products. The Company recognizes revenue for bill-pay transaction services and interchange fees in the month incurred based on actual transactions. Services and Other Revenues Implementation services are required for each new digital banking and lending and leasing platform and Centrix standalone contract, and there is a significant level of integration and configuration for each customer. The Company's revenue for upfront implementation services are billed upfront and recognized over time on a ratable basis over the customer agreement term for its hosted application agreements. Upfront implementation services for on-premises agreements are recognized at commencement date. Under certain circumstances, the Company partners with third-party professional system integrators to support the installation and configuration process for its digital lending and leasing solutions, and therefore, the Company has determined that these services qualify as a separate performance obligation in certain markets and geographies, and the upfront implementation services for these agreements are recognized upon completion of the services. Professional services revenues, which primarily consist of training, advisory services, core conversion services, web design, and other general professional services, are generally billed and recognized when delivered. Certain out-of-pocket expenses billed to customers are recorded as revenues rather than an offset to the related expense. Revenues recorded from out-of-pocket expense reimbursements totaled approximately $1.9 million , $1.7 million and $1.5 million during the years ended December 31, 2019 , 2018 and 2017 , respectively. The out-of-pocket expenses are reported in cost of revenues. Significant Judgments Performance Obligations and Standalone Selling Price A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company has contracts with customers that often include multiple performance obligations, usually including multiple subscription and implementation services. For these contracts, the Company accounts for individual performance obligations that are distinct separately by allocating the contract's total transaction price to each performance obligation in an amount based on the relative standalone selling price, or SSP, of each distinct good or service in the contract. In determining whether implementation services are distinct from subscription services, the Company considered various factors including the significant level of integration, interdependency, and interrelation between the implementation and subscription service, as well as the inability of the customer's personnel or other service providers to perform significant portions of the services. The Company has concluded that the implementation services included in contracts with multiple performance obligations in the North American banking market are not distinct and, as a result, the Company defers any arrangement fees for implementation services and recognizes such amounts over time on a ratable basis as one performance obligation with the underlying subscription revenue for the initial agreement term of the hosted application agreements. The Company has concluded that outside the North American banking market, the implementation services for its lending and leasing platform included in contracts with multiple performance obligations are distinct and, as a result, the Company recognizes implementation fees on such arrangements upon completion of the services. The majority of the Company's revenue recognized at a particular point in time is for professional services and usage revenue. These services are performed within a relatively short period of time and are recognized at the point in time in which the customer obtains control of the asset, which is generally upon completion of the service. Judgment is required to determine the SSP for each distinct performance obligation. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The primary method used to estimate SSP is the adjusted market assessment approach, which considers its overall pricing objectives, market conditions and other factors, including the value of the Company's contracts, its discounting practices, the size and volume of its transactions, customer characteristics, price lists, go-to-market strategy, historical standalone sales and agreement prices, and the number and types of users within its contracts. Variable Consideration The Company recognizes usage revenue related to End Users accessing its products in excess of contracted amounts, bill-pay transactions that End Users initiate on its digital banking platform, and interchange fees that End Users generate using the Company's solutions. Judgment is required to determine the accounting for these types of revenue. The Company considers various factors including the degree to which usage is interdependent or interrelated to past services, costs to the Company per user over the contract, and contractual price per user changes and their relationship to market terms, forecasted data, and the Company's cost to fulfill the obligation. The Company has concluded that its usage revenue relates specifically to the transfer of the service to the customer and is consistent with the allocation objective of Topic 606 when considering all of the performance obligations and payment terms in the contract. Therefore, the Company recognizes usage revenue on a monthly or quarterly basis in accordance with the agreement, as determined and reported. This allocation reflects the amount the Company expects to receive for the services for the given period. The Company sometimes provides credits or incentives to its customers. Known and estimable credits and incentives represent a form of variable consideration, which are estimated at contract inception and reduce the revenues recognized for a particular contract. These estimates are updated at the end of each reporting period as additional information becomes available. The Company believes that there will not be significant changes to its estimates of variable consideration as of December 31, 2019 . Other Considerations The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) with respect to the vendor reseller agreements pursuant to which the Company resells certain third-party solutions along with the Company's solutions. Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues, and expenses incurred are recorded as cost of revenues. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company's control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. Revenues provided from agreements in which the Company is an agent are insignificant. Cost of Revenues Cost of revenues is comprised primarily of salaries and other personnel-related costs, including employee benefits, bonuses and stock-based compensation, for employees providing services to the Company's customers. This includes the costs of the Company's implementation, customer support, data center and customer training personnel, as well as costs related to research and development personnel who perform implementation and customer support services. Cost of revenues also includes the direct costs of bill-pay and other third-party intellectual property included in the Company's solutions, the amortization of deferred solution and services costs, co-location facility costs and depreciation of the Company's data center assets, cloud-based hosting services, an allocation of general overhead costs and referral fees. Direct costs of third-party intellectual property include amounts paid for third-party licenses and related maintenance that are incorporated into the Company's software and the amortization of acquired technology from the Company's recent acquisitions, with the costs amortized to cost of revenues over the useful lives of the purchased assets. The Company capitalizes certain personnel costs directly related to the implementation of its solutions to the extent those costs are recoverable from future revenues. The Company amortizes the costs for an implementation once revenue recognition commences, and the Company amortizes those implementation costs to cost of revenues over the expected period of customer benefit, which has been determined to be the estimated life of the technology. Other costs not directly recoverable from future revenues are expensed in the period incurred. Software Development Costs The Company capitalizes certain software development costs under accounting frameworks that differ based on the nature of the software. Software development costs include salaries and other personnel-related costs, including employee benefits and bonuses attributed to programmers, software engineers and quality control teams working on the Company's software solutions. Capitalized software development costs are computed on an individual product basis and products available for market are amortized to cost of revenues over the products' estimated economic lives. The costs related to software development are included in intangible assets, net on the consolidated balance sheets. The Company capitalizes certain development costs associated with software that is to be sold, leased or otherwise marketed that are incurred between reaching technological feasibility of a solution and the point at which the solution is ready for general rele |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combinations and Asset Acquisitions | Business Combinations and Asset Acquisitions PrecisionLender On October 31, 2019, the Company's wholly-owned subsidiary, Q2 Software, Inc. acquired all of the outstanding equity interests of privately-owned PrecisionLender. The acquisition added to the Company's portfolio of solutions PrecisionLender's data-driven sales enablement, pricing and portfolio management solutions for financial institutions globally. The purchase price paid was in excess of the fair value of the net assets acquired and, as a result, the Company recorded goodwill. PrecisionLender was acquired for approximately $510 million in cash from existing balances. At closing, the Company deposited into an escrow account $3.0 million of the initial consideration, or PL Purchase Price Escrow Amount, to compensate for any post-closing working capital adjustments. To the extent not utilized, the PL Purchase Price Escrow shall be paid to the former stockholders of PrecisionLender at the end of the 60 -day adjustment period unless there are any unresolved claims remaining at that time. The Company also deposited into an escrow account $1.8 million of the initial consideration, or PL Escrow Amount, to compensate for any breach of a representation or warranty or any violation or default of any obligation by the sellers subsequent to the acquisition during a period of 18 months following the acquisition date. To the extent not utilized, the PL Escrow Amount shall be paid to the former stockholders of PrecisionLender at the end of the 18 -month period unless there are any unresolved claims remaining at that time. The total purchase price is as follows: Purchase Consideration Cash purchase price $ 510,000 Estimated working capital and other adjustments 8,437 Total purchase price $ 518,437 The Company accrues for payouts contingent upon continued and future employment of acquired employees and contractors, and the unpaid amounts due to the continuing employees are recorded in accrued compensation in the consolidated balance sheets. The Company recognized $0.7 million under these agreements in compensation expense which is included in acquisition related costs in the consolidated statement of comprehensive loss for the year ended December 31, 2019 . The Company recorded the purchase of PrecisionLender using the acquisition method of accounting and accordingly, recognized assets acquired and liabilities assumed at their fair values as of the date of acquisition. The results of PrecisionLender's operations are included in the Company's consolidated statements of comprehensive loss from the date of acquisition. Acquisition related transaction costs of $6.6 million were expensed as incurred during the year ended December 31, 2019 , and were recorded within acquisition related expenses in the consolidated statements of comprehensive loss. The table below summarizes the allocation of the purchase price based on the estimated fair value of the assets acquired and the liabilities assumed. The fair values of assets acquired and liabilities assumed, including valuations of intangible assets, accruals, and income taxes, may change as additional information is received during the measurement period. The measurement period will end no later than one year from the acquisition date. Assets acquired: Cash $ 12,860 Accounts receivable, net 3,318 Prepaid expenses and other current assets 1,347 Property and equipment, net 1,552 Other long-term assets 256 Right of use assets 8,148 Intangible assets, net 177,365 Goodwill 354,173 Total assets acquired 559,019 Liabilities assumed: Accounts payable, accrued liabilities, and accrued compensation 4,453 Lease liabilities 9,325 Deferred tax liability 14,994 Deferred revenues 11,810 Total liabilities assumed 40,582 Fair value of assets acquired and liabilities assumed $ 518,437 The goodwill recognized is attributable primarily to synergies expected from the integration of the acquired product offering into the Company's integrated solutions including an increasing customer base, the expanded service capabilities that are expected to become available from planned investments in the acquired products, and the value of the assembled work force in accordance with generally accepted accounting principles. The fair value of the separately identifiable finite-lived intangible assets acquired and estimated useful lives are as follows (in thousands, except years): Estimated Fair Values Estimated Useful Lives Customer Relationships $ 54,045 5 Trademarks 10,345 8 Non-compete agreements 11,525 5 Acquired technology 101,450 7 Total acquisition-related intangible assets $ 177,365 The fair value of the intangible assets was based on the income approach using various methods such as with and without, relief from royalty, and multi-period excess earnings. Intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from five to eight years . The acquisition is expected to be treated as a stock acquisition and the purchase of a partnership interest for tax purposes. The corporations purchased are treated as a stock acquisition, resulting in no additional amortizable tax basis in acquired intangibles, and the amount of goodwill deductible for tax purposes is $198.9 million . The purchase of a partnership interest allows for a step-up in tax basis, resulting in amortization of the premium paid. Revenues and net loss attributable to the PrecisionLender business from the date of acquisition to December 31, 2019 were $2.5 million and $4.4 million , respectively. The pro forma statements of operations data for years ended December 31, 2019 and December 31, 2018, shown in the table below, give effect to the PrecisionLender acquisition, described above, as if it had occurred at January 1, 2018. These amounts have been calculated after applying the Company's accounting policies and adjusting the results of PrecisionLender to reflect the additional intangible amortization, stock compensation, and related items, and the adjustments to acquired deferred revenue that would have occurred assuming the fair value adjustments had been applied and incurred since January 1, 2018. This pro forma data is presented for informational purposes only and does not purport to be indicative of the Company's future results of operations. The table below shows the pro forma statements of operations data for the respective years ending December 31: (Unaudited) Year ended December 31, 2019 2018 Total Revenues $ 326,335 $ 255,114 Net loss (116,387 ) (87,456 ) Gro Solutions On November 30, 2018, the Company's wholly-owned subsidiary, Q2 Software, Inc. acquired all of the outstanding shares of Gro Solutions, or Gro, a privately-owned provider of digital account opening and sales and marketing solutions. The purchase price paid was in excess of the fair value of the net assets acquired, and as a result, the Company recorded goodwill. Gro was acquired for approximately $25.5 million in cash from existing balances. At closing, the Company deposited into an escrow account $0.4 million of the initial consideration, or Gro Escrow Amount, to compensate for any breach of a representation or warranty or any violation or default of any obligation by the sellers subsequent to the acquisition during an escrow period of 12 or 18 months following the acquisition date depending upon the nature of the breach, violation or default. To the extent not utilized, the Gro Escrow Amount shall be paid to the former stockholders of Gro at the end of the 18 -month period unless there are any unresolved claims remaining at that time. The Company has paid out $0.1 million during the year ended December 31, 2019 related to the Gro Escrow Amount. The Company accrues for payouts contingent upon continued and future employment of acquired employees and contractors of Gro, and the unpaid amounts due to the continuing employees are recorded in accrued compensation in the consolidated balance sheets. Compensation expense recognized under these agreements, which is included in acquisition related costs and cost of revenues in the consolidated statement of comprehensive loss, was $0.2 million and $0.1 million for the years ended December 31, 2019 and 2018, respectively. The Company has paid $0.1 million to acquired employees and contractors during the year ended December 31, 2019 . Cloud Lending On October 15, 2018, the Company's wholly-owned subsidiary, Q2 Software, Inc. acquired all of the outstanding capital stock of Cloud Lending Inc., or Cloud Lending, a privately-owned provider of end-to-end digital lending and leasing platform solutions. The purchase price paid was in excess of the fair value of the net assets acquired and, as a result, the Company recorded goodwill. Cloud Lending was acquired for a purchase price of approximately $125.1 million of which the Company paid $107.3 million in cash. At closing, the Company deposited into an escrow account $10.5 million of the initial consideration, or CL Escrow Amount, to compensate for any breach of a representation or warranty or any violation or default of any obligation by the sellers subsequent to the acquisition during the period of 18 months following the acquisition date. To the extent not utilized, the CL Escrow Amount shall be paid to the former stockholders of Cloud Lending at the end of the 18 -month period unless there are any unresolved claims remaining at that time. Certain former stockholders of Cloud Lending have the right to receive an earnout payment of up to an additional $59.5 million in the aggregate based upon the achievement of certain financial milestones by applicable measurement dates of June 30, 2019 and March 31, 2020. Financial milestones triggering payout on the first measurement date of June 30, 2019 were not achieved. The estimated fair value of the contingent consideration related to the potential future earnout payment is $24.1 million , which is recorded in accrued compensation on the consolidated balance sheets. Changes in the fair value of the contingent consideration subsequent to the purchase price finalization are recorded as acquisition related costs in the consolidated statement of comprehensive loss. The Company accrues for payouts contingent upon continued and future employment of acquired employees and contractors of Cloud Lending, and the unpaid amounts due to the continuing employees are recorded in accrued compensation in the consolidated balance sheets. Compensation expense recognized under these agreements, which is included in acquisition related costs and cost of revenues in the consolidated statement of comprehensive loss, was $1.6 million and $0.3 million for the years ended December 31, 2019 and 2018, respectively. The Company has paid $1.1 million to acquired employees and contractors during the year ended December 31, 2019 . Asset Acquisition and Other Business Combinations In January 2017, the Company acquired the outstanding shares of a privately-owned company. In accordance with ASU 2017-01, the Company determined the set of assets acquired was not a business as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, and the transaction was accounted for as an asset purchase. The Company acquired the assets for $1.5 million in cash from existing balances which included a hold-back of $0.2 million , which was paid in the first quarter of 2018. Consideration was allocated on a relative fair value basis and resulted in $1.5 million in intangible assets including acquired technology and assembled workforce. Intangible assets are amortized on a straight-line basis over their estimated useful lives of three years |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying values of the Company's financial instruments, principally cash equivalents, investments, accounts receivable, restricted cash and accounts payable, approximated their fair values due to the short period of time to maturity or repayment. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows: • Level I—Unadjusted quoted prices in active markets for identical assets or liabilities; • Level II—Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and • Level III—Unobservable inputs that are supported by little or no market activity, which requires the Company to develop its own assumptions. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table details the fair value hierarchy of the Company's financial assets measured at fair value on a recurring basis as of December 31, 2019 : Fair Value Measurements Using: Assets Fair Value Quoted Prices Significant Other Significant Cash Equivalents: Money market funds $ 14,518 $ 14,518 $ — $ — Investments: Fair Value Quoted Prices Significant Other Significant Corporate bonds and commercial paper $ 32,325 $ — $ 32,325 $ — Liabilities Accrued Compensation: Fair Value Quoted Prices Significant Other Significant Contingent consideration $ 24,120 $ — $ — $ 24,120 The following table details the fair value hierarchy of the Company's financial assets measured at fair value on a recurring basis as of December 31, 2018 : Fair Value Measurements Using: Assets Fair Value Quoted Prices Significant Other Significant Cash Equivalents: Money market funds $ 54,559 $ 54,559 $ — $ — Investments: Fair Value Quoted Prices Significant Other Significant U.S. government agency bonds $ 22,293 $ — $ 22,293 $ — Corporate bonds and commercial paper 44,734 — 44,734 — Certificates of deposit 1,952 — 1,952 — $ 68,979 $ — $ 68,979 $ — Liabilities Other long-term liabilities: Fair Value Quoted Prices Significant Other Significant Contingent consideration $ 16,862 $ — $ — $ 16,862 The Company determines the fair value of its investment holdings based on pricing from its pricing vendors. The valuation techniques used to measure the fair value of financial instruments having Level II inputs were derived from non-binding consensus prices that are corroborated by observable market data or quoted market prices for similar instruments. Such market prices may be quoted prices in active markets for identical assets (Level I inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level II inputs). The Company added contingent consideration on October 15, 2018 with the acquisition of Cloud Lending. The contingent consideration liabilities were recorded at fair value on the acquisition date and are adjusted to fair value at each reporting period. The Company's contingent consideration is valued using a Monte Carlo simulation model. The assumptions used in preparing the Monte Carlo simulation model include estimates for revenue growth rates, revenue volatility, revenue recognition periods, risk-free rates and discount rates. The increases or decreases in the fair value of contingent consideration payable can result from changes in anticipated revenue levels and assumed discount periods and rates. The fair value of the contingent consideration increased by $7.3 million during the year ended December 31, 2019 |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Investments | Cash, Cash Equivalents and Investments The Company's cash, cash equivalents and investments as of December 31, 2019 and 2018 consisted primarily of cash, U.S. government agency bonds, corporate bonds, commercial paper, certificates of deposit and money market funds. The Company classifies investments as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All investments are recorded at estimated fair value. Unrealized gains and losses on available-for-sale investments are included in accumulated other comprehensive loss, a component of stockholders' equity. The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the investments before the recovery of their cost basis. Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net, in the consolidated statements of comprehensive loss. Interest, amortization of premiums and accretion of discount on all investments classified as available-for-sale are also included as a component of other income (expense), net, in the consolidated statements of comprehensive loss. As of December 31, 2019 and 2018 , the Company's cash was $ 85.6 million and $53.8 million , respectively. A summary of the cash equivalents and investments as of December 31, 2019 is as follows: Cash Equivalents: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market funds $ 14,518 $ — $ — $ 14,518 Investments: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate bonds and commercial paper $ 32,216 $ 110 $ (1 ) $ 32,325 A summary of the cash equivalents and investments as of December 31, 2018 is as follows: Cash Equivalents: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market funds $ 54,599 $ — $ — $ 54,599 Investments: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government agency bonds $ 22,330 $ — $ (37 ) $ 22,293 Corporate bonds and commercial paper 44,812 — (78 ) 44,734 Certificates of deposit 1,952 — — 1,952 $ 69,094 $ — $ (115 ) $ 68,979 The Company may sell its investments at any time, without significant penalty, for use in current operations or for other purposes, even if they have not yet reached maturity. As a result, the Company classifies its investments, including investments with maturities beyond twelve months, as current assets in the accompanying consolidated balance sheets. The following table summarizes the estimated fair value of the Company's investments, designated as available-for-sale and classified by the contractual maturity date of the investments as of the dates shown: December 31, 2019 2018 Due within one year or less $ 29,789 $ 61,514 Due after one year through five years 2,536 7,465 $ 32,325 $ 68,979 The Company has certain available-for-sale investments in a gross unrealized loss position, all of which have been in such position for less than twelve months. The Company reviews its debt securities classified as short-term investments on a regular basis to evaluate whether or not any security has experienced an other than temporary decline in fair value. The Company considers factors such as the length of time and extent to which the market value has been less than the cost, the financial position and near-term prospects of the issuer and its intent to sell, or whether it is more likely than not the Company will be required to sell the investment before recovery of the investment's amortized-cost basis. If the Company determines that an other than temporary decline exists in one of these investments, the respective investment would be written down to fair value. For debt securities, the portion of the write-down related to credit loss would be recognized in other income, net in the consolidated statements of comprehensive loss. Any portion not related to credit loss would be included in accumulated other comprehensive loss. Because the Company does not intend to sell any investments which have an unrealized loss position at this time, and it is not more likely than not that the Company will be required to sell the investment before recovery of its amortized cost basis, which may be maturity, the Company does not consider the investments with unrealized loss positions to be other than temporarily impaired as of December 31, 2019 . The following table shows the fair values and the gross unrealized losses of these available-for-sale investments aggregated by investment category as of December 31, 2019 : Adjusted Cost Gross Unrealized Loss Fair Value Corporate bonds and commercial paper $ 2,537 $ (1 ) $ 2,536 The following table shows the fair values and the gross unrealized losses of these available-for-sale investments aggregated by investment category as of December 31, 2018 : Adjusted Cost Gross Unrealized Loss Fair Value U.S. government agency bonds $ 22,330 $ (37 ) $ 22,293 Corporate bonds and commercial paper 44,812 (78 ) 44,734 $ 67,142 $ (115 ) $ 67,027 |
Deferred Solution and Other Cos
Deferred Solution and Other Costs | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Solution and Other Costs | Deferred Solution and Other Costs Deferred solution and other costs, current portion and net of current portion, consisted of the following: December 31, 2019 2018 Deferred solution costs $ 10,658 $ 7,142 Deferred commissions 4,951 3,359 Deferred solution and other costs, current portion $ 15,609 $ 10,501 Deferred solution costs $ 12,464 $ 6,625 Deferred commissions 16,756 10,136 Deferred solution and other costs, net of current portion $ 29,220 $ 16,761 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following: December 31, 2019 2018 Computer hardware and equipment $ 40,887 $ 37,825 Purchased software and licenses 11,509 9,687 Furniture and fixtures 6,811 5,934 Leasehold improvements 14,655 13,054 73,862 66,500 Accumulated depreciation (34,610 ) (31,506 ) Property and equipment, net $ 39,252 $ 34,994 Depreciation expense was $11.4 million , $9.7 million and $9.2 million for the years ended December 31, 2019 , 2018 and 2017 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The carrying amount of goodwill was $462.0 million and $107.9 million at December 31, 2019 and 2018 , respectively. During the fourth quarter of 2019, the Company added $354.2 million of goodwill for the PrecisionLender acquisition, and during 2018 the Company added $77.0 million of goodwill for the Cloud Lending acquisition and $17.8 million for the Gro acquisition. Goodwill represents the excess purchase price over the fair value of assets acquired. The Company has one operating segment and one reporting unit. Goodwill is tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach based on the market capitalization of the reporting unit. The annual impairment test was performed as of October 31, 2019 . No impairment of goodwill was identified during 2019 , nor has any impairment of goodwill been recorded to date. Intangible assets at December 31, 2019 and 2018 were as follows: As of December 31, 2019 As of December 31, 2018 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 64,405 $ (5,746 ) $ 58,659 $ 10,640 $ (2,148 ) $ 8,492 Non-compete agreements 13,505 (1,375 ) 12,130 2,064 (668 ) 1,396 Trademarks 22,280 (3,653 ) 18,627 11,935 (2,350 ) 9,585 Acquired technology 148,613 (16,192 ) 132,421 53,183 (12,030 ) 41,153 Assembled workforce 38 (37 ) 1 79 (51 ) 28 Capitalized software development costs 4,151 (2,128 ) 2,023 3,975 (1,333 ) 2,642 $ 252,992 $ (29,131 ) $ 223,861 $ 81,876 $ (18,580 ) $ 63,296 The estimated useful lives and weighted average amortization periods for intangible assets at December 31, 2019 are as follows (in years): Estimated Useful Life Weighted Average Amortization Period Customer relationships 3 - 6 4.8 Non-compete agreements 2 - 5 4.8 Trademarks 2 - 10 8.4 Acquired technology 3 - 7 6.6 Assembled workforce 3 0.1 Capitalized software development costs 5 2.6 Total 6.1 The Company recorded intangible assets from the business combinations and asset acquisition discussed in Note 3, Business Combinations and Asset Acquisitions. Intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from two to ten years . Amortization expense included in cost of revenues in the consolidated statement of comprehensive loss was $9.9 million , $4.5 million , and $3.6 million for the years ended December 31, 2019 , 2018 , and 2017, respectively. Amortization expense included in operating expenses in the consolidated statement of comprehensive loss was $6.3 million , $1.8 million , and $1.5 million for the years ended December 31, 2019 , 2018 , and 2017, respectively. Gross capitalized software development costs were $4.2 million and $4.0 million as of December 31, 2019 and 2018 , respectively. The Company amortized $0.8 million , $0.8 million , and $0.5 million for the years ended December 31, 2019 , 2018 , and 2017, respectively. Capitalized software development costs are computed on an individual product basis and those products available for market are amortized to cost of revenues over the products' estimated economic lives, which are expected to be five years . The estimated future amortization expense related to intangible assets as of December 31, 2019 was as follows: Amortization Year Ended December 31, 2020 $ 39,988 2021 38,855 2022 37,958 2023 37,230 2024 32,325 Thereafter 37,505 Total amortization $ 223,861 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following: December 31, 2019 2018 Accrued data center equipment and software purchases $ 1,987 $ 81 Accrued transaction processing fees 6,367 2,911 Accrued professional services 1,757 1,382 Deferred rent — 1,260 Other 6,230 3,695 $ 16,341 $ 9,329 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Lease Commitments The Company leases office space under non-cancellable operating leases for its corporate headquarters in Austin, Texas in two adjacent buildings under separate lease agreements. Pursuant to the first of which the Company leases approximately 67 square feet of office space with an initial term that expires on April 30, 2021, with the option to extend the lease for an additional five -year term, and pursuant to the second of which the Company leases approximately 129 square feet of office space with an initial term that expires on April 30, 2028, with the option to extend the lease for an additional ten -year term. The Company also leases office space in south Austin, Texas; Lincoln, Nebraska; Des Moines, Iowa; Atlanta, Georgia; Asheville, North Carolina; San Mateo, California; Bangalore, India; Sydney Australia; London, United Kingdom; and Amsterdam, Netherlands. On December 18, 2019, the Company entered into an office lease agreement with Aspen Lake Building Three, LLC to lease approximately 129 rentable square feet of an office building to be located immediately adjacent to the Company's headquarters in order to expand the Company's headquarters, commencing May 1, 2021. During the year ended December 31, 2019 , the Company vacated one of its Atlanta, Georgia facilities and recorded an unoccupied lease charge of $0.4 million for the remaining contractual lease payments and related fees, less estimated sublease income. In the second quarter of 2018, the Company vacated a portion of its south Austin office and recorded an unoccupied lease charge of $0.7 million for the remaining contractual lease payments, associated asset disposal, and related fees, less estimated sublease income. The lease liabilities related to these subleases that are expected to be paid during the succeeding twelve-month period of $0.4 million are recorded in accrued liabilities on the accompanying consolidated balance sheet at December 31, 2019 . The Company believes its current facilities and facilities under contract will be adequate for its needs for the current term and will evaluate its need for expansion beyond the 2021 lease expiration. Rent expense under operating leases was $5.3 million , $4.4 million and $4.4 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. The components of lease costs, lease term and discount rate were as follows: Operating Leases Lease expense: Operating lease expense $ 2,289 Sublease income (157 ) Total lease expense $ 2,132 Other information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,011 Right-of-use assets obtained in exchange for operating lease liabilities as of December 31, 2019 $ 35,388 Weighted-average remaining lease term - operating leases 6.8 years Weighted-average discount rate - operating leases 5.5 % Future minimum payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year at December 31, 2019 were as follows: Operating Leases Year Ended December 31, 2020 $ 9,688 2021 8,617 2022 8,170 2023 7,810 2024 6,741 Thereafter 15,545 Total lease payments $ 56,571 Less: present value discount (11,352 ) Present value of lease liabilities $ 45,219 Contractual Commitments The Company has non-cancelable contractual commitments related to the 2023 Notes and the 2026 Notes as well as the related interest, third-party products, co-location fees and other product costs. The Company is party to several purchase commitments for third-party products that contain both a contractual minimum obligation and a variable obligation based upon usage or other factors which can change on a monthly basis. The interest on the 2023 Notes is payable semi-annually on February 15 and August 15 of each year. The interest on the 2026 Notes is payable semi-annually on June 1 and December 1 of each year. The estimated amounts for usage and other factors are not included within the table below. Future minimum contractual commitments that have initial or remaining non-cancelable terms in excess of one year were as follows: Contractual Commitments Year Ended December 31, 2020 $ 25,510 2021 20,864 2022 17,118 2023 242,024 2024 2,652 Thereafter 319,808 Total commitments $ 627,976 Legal Proceedings From time to time, the Company may become involved in legal proceedings arising in the ordinary course of its business. The Company is not presently a party to any legal proceedings that, if determined adversely to the Company, would have a material adverse effect on the Company. |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes 0.75% Convertible Notes due 2023 In February 2018, the Company issued $230.0 million principal amount of convertible senior notes due in February 2023. The interest rates for the 2023 Notes are fixed at 0.75% per annum with interest payable semi-annually on February 15 and August 15 of each year, commencing on August 15, 2018. The 2023 Notes mature on February 15, 2023, unless earlier converted or repurchased in accordance with their terms prior to such date. Each $1,000 of principal of the 2023 Notes will initially be convertible into 17.4292 shares of the Company's common stock, which is equivalent to an initial conversion price of approximately $57.38 per share. The initial conversion price for each of the 2023 Notes is subject to adjustment upon the occurrence of certain specified events. The 2023 Notes are the Company's senior unsecured obligations and rank senior in right of payment to any of the Company's indebtedness that is expressly subordinated in right of payment to the 2023 Notes, rank equally in right of payment with any of the Company's indebtedness that is not so subordinated, are effectively junior in right of payment to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally junior to all indebtedness and other liabilities (including trade payables) of the Company's current or future subsidiaries. On or after November 15, 2022, holders may convert all or any portion of their 2023 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the succeeding 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 2023 Notes. Holders may convert their 2023 Notes at their option at any time prior to the close of business on the business day immediately preceding November 15, 2022 only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on June 30, 2018 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five consecutive business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 2023 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; or • upon the occurrence of specified corporate events. If a fundamental change (as defined in the relevant indenture governing the 2023 Notes) occurs prior to the maturity date, holders of each of the 2023 Notes may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount of the 2023 Notes, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. For more than 20 trading days during the 30 consecutive trading days ended December 31, 2019, the last reported sale price of the Company's common stock exceeded 130% of the conversion price of the 2023 Notes. As a result, the 2023 Notes became convertible at the option of the holders on January 1, 2020, and will continue to be convertible through March 31, 2020. Three notes of the 2023 Notes have been converted through the date of this filing. In accordance with accounting guidance for cash conversion features, the Company valued the liability component at the estimated fair value, as of the date of issuance, of a similar debt without the conversion feature. The effective interest rate for the liability component was 5.875% . The liability component of the 2023 Notes is recorded in long-term debt, and the interest payable is recorded in accrued liabilities on the consolidated balance sheets as of December 31, 2019 . The Company recorded the difference between the initial proceeds of the convertible debt and the fair value of the conversion feature, and the difference was allocated to additional paid-in capital on the consolidated balance sheet as the carrying amount of the equity component. In accounting for the transaction costs for the February 2018 convertible note offering, 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 $5.3 million for the 2023 Notes are being amortized to expense over the expected life the 2023 Notes using the effective interest method. Issuance costs attributable to the equity component related to the conversion feature, totaling $1.5 million for the 2023 Notes were netted with the equity component. The 2023 Notes consist of the following: As of December 31, 2019 2018 Liability component: Principal $ 229,999 $ 230,000 Unamortized debt discount (33,376 ) (42,790 ) Unamortized debt issuance costs (3,486 ) (4,487 ) Net carrying amount 193,137 182,723 Equity component Net carrying amount $ 48,919 $ 48,919 The following table sets forth total interest expense recognized related to the 2023 Notes: As of December 31, 2019 2018 Contractual interest expense $ 1,725 $ 1,482 Amortization of debt issuance costs 1,001 829 Amortization of debt discount 9,414 7,646 Total $ 12,140 $ 9,957 As of December 31, 2019 , the remaining period over which the debt discount and debt issuance costs will be amortized was 3.2 years. Bond Hedges and Warrants Transactions Concurrent with the February 2018 convertible note offering, the Company entered into separate convertible notes bond hedges, or Bond Hedges, and Warrants transactions. The Bond Hedges are generally expected to reduce potential dilution to the Company's common stock upon conversion of the 2023 Notes. The Bond Hedges are call options that give the Company the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2023 Notes, approximately 0.9 million shares of its common stock for $57.38 per share, exercisable upon conversion of the 2023 Notes and expires in February 2023. The total cost of the Bond Hedges transactions was $41.7 million . Under the Warrants transaction, the Company issued warrants to acquire, subject to anti-dilution adjustments, up to approximately 4.0 million shares over 80 scheduled trading days beginning on May 15, 2023 at an exercise price of $78.75 per share. If the Warrants are not exercised on their exercise dates, they will expire. Pursuant to the Warrants, if the average market value per share of the Company's common stock for the reporting period, as measured under the Warrants, exceeds the exercise price of the Warrants of $78.75 , the Warrants will have a dilutive effect on the Company's earnings per share, assuming the Company is profitable. The Company received $22.4 million in cash proceeds from the sale of the Warrants. The Bond Hedges and the Warrants are separate transactions, in each case, entered into by the Company with counterparties, and are not part of the terms of the 2023 Notes and will not affect any holders' rights under the 2023 Notes. The holders of the 2023 Notes will not have any rights with respect to the Bond Hedges or Warrants transactions. The Bond Hedges and Warrants do not meet the criteria for derivative accounting as they are indexed to the Company's stock. The amounts paid for the Bond Hedges and the proceeds received from the sale of the Warrants have been included as a net reduction to additional paid-in capital. 0.75% Convertible Note due 2026 In June 2019, the Company issued $316.3 million principal amount of convertible senior notes due in June 2026. The interest rates for the 2026 Notes are fixed at 0.75% per annum with interest payable semi-annually on June 1 and December 1 of each year, commencing on December 1, 2019. The 2026 Notes mature on June 1, 2026, unless earlier converted or repurchased in accordance with their terms prior to such date. Each $1,000 of principal of the 2026 Notes will initially be convertible into 11.2851 shares of the Company's common stock, which is equivalent to an initial conversion price of approximately $88.61 per share. The initial conversion price for each of the 2026 Notes is subject to adjustment upon the occurrence of certain specified events. The 2026 Notes are the Company's senior unsecured obligations and rank senior in right of payment to any of the Company's indebtedness that is expressly subordinated in right of payment to the 2026 Notes, rank equally in right of payment with any of the Company's indebtedness that is not so subordinated, including the 2023 Notes, 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 junior to all indebtedness and other liabilities (including trade payables) of the Company's current and future subsidiaries. On or after June 5, 2023, the Company may redeem for cash all or any portion of the 2026 Notes, at the Company's option if the last reported sale price of the Company's common stock has been at least 130% of the conversion price in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period. If the Company calls any or all of the 2026 Notes for redemption, holders may convert all or any portion of their 2026 Notes at any time prior to the close of business on the scheduled trading day prior to the redemption date, even if the 2026 Notes are not otherwise convertible at such time. After that time, the right to convert such 2026 Notes will expire, unless the Company defaults in the payment of the redemption price, in which case a holder of 2026 Notes may convert all or any portion of its 2026 Notes until the redemption price has been paid or duly provided for. On or after March 1, 2026, holders may convert all or any portion of their 2026 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the succeeding 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 2026 Notes. Holders may convert their 2026 Notes at their option at any time prior to the close of business on the business day immediately preceding March 1, 2026 only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on September 30, 2019 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five consecutive business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; or • upon the occurrence of specified corporate events. If a fundamental change (as defined in the relevant indenture governing the 2026 Notes) occurs prior to the maturity date, holders of each of the 2026 Notes may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount of the 2026 Notes, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. As of December 31, 2019 , the 2026 Notes were not convertible. In accordance with accounting guidance for cash conversion features, the Company valued the liability component at the estimated fair value, as of the date of issuance, of a similar debt without the conversion feature. The effective interest rate for the liability component was 5.38% . The liability component of the 2026 Notes is recorded in long-term debt, and the interest payable is recorded in accrued liabilities on the consolidated balance sheets as of December 31, 2019 . The Company recorded the difference between the initial proceeds of the convertible debt and the fair value of the conversion feature, and the difference was allocated to additional paid-in capital on the consolidated balance sheet as the carrying amount of the equity component. In accounting for the transaction costs for the June 2019 convertible note offering, 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 $6.4 million for the 2026 Notes are being amortized to expense over the expected life the 2026 Notes using the effective interest method. Issuance costs attributable to the equity component related to the conversion feature, totaling $2.9 million for the 2026 Notes were netted with the equity component. The 2026 Notes consist of the following: As of December 31, 2019 Liability component: Principal $ 316,250 Unamortized debt discount (78,672 ) Unamortized debt issuance costs (5,931 ) Net carrying amount 231,647 Equity component: Net allocation of proceeds 84,412 Net issuance costs (2,862 ) Net carrying amount $ 81,550 The following table sets forth total interest expense recognized related to the 2026 Notes: As of December 31, 2019 Contractual interest expense $ 593 Amortization of debt issuance costs 466 Amortization of debt discount 5,740 Total $ 6,799 As of December 31, 2019 , the remaining period over which the debt discount and debt issuance costs will be amortized was 6.4 years. Capped Calls Transactions In connection with the June 2019 convertible note offering, the Company entered into capped call transactions with one or more counterparties, or the Capped Calls. The Capped Calls each have an initial strike price of $88.6124 per share, subject to certain adjustments, which correspond to the initial conversion price of the 2026 Notes. The Capped Calls have initial cap prices of $139.00 per share. The Capped Calls are expected to offset the potential dilution to the common stock upon any conversion of the 2026 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the 2026 Notes in the event the market price per share of common stock is greater than the strike price of the Capped Call, with such offset subject to a cap. If, however, the market price per share of the common stock exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that the then-market price per share of the common stock exceeds the cap price. As the Capped Calls 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 $40.8 million incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in capital. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity On June 10, 2019, the Company completed a registered public offering of 2,637,986 shares of the Company's common stock at a price of $69.50 per share, before underwriting discounts and commissions. On June 12, 2019, the Company completed the sale of an additional 395,698 shares of the Company's common stock at a price of $69.50 per share, before underwriting discounts and commissions, as a result of the underwriters' exercise of their option to purchase additional shares. The Company sold 2,913,684 of such shares and an existing stockholder sold an aggregate of 120,000 of such shares. The June 2019 common stock offering generated net proceeds to the Company of approximately $195.3 million , after deducting $8.2 million in underwriting discounts and commissions and offering costs, which have been recorded against the proceeds received from the offering. The Company did not receive any proceeds from the sale of shares by the selling stockholder in the June 2019 common stock offering. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In March 2014, the Company's board of directors approved the 2014 Equity Incentive Plan, or 2014 Plan, under which stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other cash-based or stock-based awards may be granted to employees, consultants and directors. Shares of common stock that are issued and available for issuance under the 2014 Plan consist of authorized, but unissued or reacquired shares of common stock or any combination thereof. As of December 31, 2018 , a total of 9,186 shares had been reserved for issuance under the 2014 Plan. The 2014 Plan contains a provision that automatically increases the shares available for issuance under the plan on January 1 of each year subsequent to the 2014 Plan's adoption through 2024, by an amount equal to the smaller of (a) 4.5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Company's board of directors. On January 1, 2019, 1,959 shares were added to the 2014 Plan in accordance with the annual automatic increase provision of the 2014 Plan. In addition, the 2014 Plan reserve is automatically increased to include any shares issuable upon expiration or termination of options granted under the Company's 2007 Stock Plan, or 2007 Plan, for options that expire or terminate without having been exercised. For the year ended December 31, 2019 , no shares have been transferred to the 2014 Plan from the 2007 Plan, and as of December 31, 2019 , a total of 11,145 shares were allocated for issuance under the 2014 Plan. As of December 31, 2019 , options to purchase a total of 2,706 shares of common stock have been granted under the 2014 Plan, 4,763 shares have been reserved under the 2014 Plan for the vesting of restricted stock units and market stock units, 830 shares have been returned to the 2014 Plan as a result of termination of options that expired or terminated without having been exercised and restricted stock awards that terminated prior to the awards vesting, and 4,506 shares of common stock remain available for future issuance under the 2014 Plan. In July 2007, the Company adopted the 2007 Plan under which options or stock purchase rights may be granted to employees, consultants and directors. Upon the completion of the Company's initial public offering, or IPO, in March 2014, the board of directors terminated the 2007 Plan in connection with the IPO and all shares that were available for future issuance under the 2007 Plan at such time were transferred to the 2014 Plan. The 2007 Plan will continue to govern the terms and conditions of all outstanding equity awards granted under the 2007 Plan. As of December 31, 2019 , no shares remain available for future issuance under the 2007 Plan. Stock Options The following summarizes the assumptions used for estimating the fair value of stock options granted during the periods indicated, as there were no stock options granted during the year ended December 31, 2019 : Year Ended December 31, 2018 2017 Risk-free interest rate 2.6% 1.7 - 2.1% Expected life (in years) 4.8 4.8 Expected volatility 41.0% 41.5 - 43.1% Dividend yield — — Weighted-average grant date fair value per share $18.14 $14.17 Stock option activity was as follows: Number of Options Weighted Average Exercise Price Balance as of January 1, 2017 4,434 $ 12.91 Granted 643 36.44 Exercised (1,205 ) 10.07 Forfeited (180 ) 19.15 Balance as of December 31, 2017 3,692 17.63 Granted 12 47.00 Exercised (1,038 ) 10.07 Forfeited (12 ) 27.93 Balance as of December 31, 2018 2,654 19.72 Granted — — Exercised (1,180 ) 14.15 Forfeited (55 ) 39.27 Balance as of December 31, 2019 1,419 $ 23.61 The summary of stock options outstanding as of December 31, 2019 is as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) $0.84 - $5.05 69 $ 2.00 1.4 69 $ 2.00 1.4 $7.48 - $13.00 157 9.42 1.1 157 9.42 1.1 $15.07 - $24.33 554 18.65 2.5 537 18.60 2.5 $24.89 - $47.00 639 33.75 3.9 414 33.57 3.8 1,419 $ 23.61 2.9 1,177 $ 21.68 2.7 Restricted Stock Units The Company's restricted stock units typically vest over a four -year period and upon vesting, the vested shares are issued to the recipient of the restricted stock units. Restricted stock unit activity was as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of January 1, 2017 1,210 $ 25.87 Granted 939 38.58 Vested (349 ) 26.35 Forfeited (120 ) 28.94 Nonvested as of December 31, 2017 1,680 32.65 Granted 910 55.60 Vested (537 ) 31.68 Forfeited (116 ) 35.96 Nonvested as of December 31, 2018 1,937 43.50 Granted 904 74.75 Vested (683 ) 39.10 Forfeited (206 ) 49.54 Nonvested as of December 31, 2019 1,952 $ 58.86 The aggregate intrinsic value of stock options exercised during each of the years ended December 31, 2019 , 2018 and 2017 was $71.0 million , $42.8 million and $33.9 million , respectively. The total fair value of stock options vested during each of the years ended December 31, 2019 , 2018 and 2017 was $4.2 million , $7.7 million and $8.1 million , respectively. As of December 31, 2019 , the aggregate intrinsic value of options outstanding was $81.6 million , the total unrecognized stock-based compensation expense related to stock options was $3.0 million , which the Company expects to recognize over the next 1.2 years, and total unrecognized stock-based compensation expense related to restricted stock units was $97.8 million , which the Company expects to recognize over a weighted average period of 3 years. Market Stock Units I n the first quarter of 2018, the Company began granting market stock units to certain executives under the 2014 Plan. The market stock units are performance-based awards that vest based upon the Company's relative stockholder return. The actual number of market stock units that will be eligible to vest is based on the total stockholder return of the Company relative to the total stockholder return of the Index over the three -year performance period. Up to one-third of the target shares of the Company's common stock subject to each market stock unit award are eligible to be earned after the first and second years of the performance period and up to 200% of the full target number of shares subject to each market stock unit award are eligible to be earned after the completion of the three -year performance period (less any shares earned for years one and two) based on the average price of the Company's common stock relative to the Index during the performance period. Market stock unit activity was as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of January 1, 2018 — $ — Granted 260 21.98 Vested — — Forfeited — — Nonvested as of December 31, 2018 260 21.98 Granted 264 30.31 Vested (87 ) 12.76 Forfeited (3 ) 26.34 Nonvested as of December 31, 2019 434 $ 28.85 The Company estimates the fair value of market stock units on the date of grant using a Monte Carlo simulation model. The determination of fair value of the market stock units is affected by the Company's and peer firms' stock prices and a number of assumptions including the expected volatilities of the Company's and peer firms' stock and the Index, and its risk-free interest rate. The Company's expected volatility at the date of grant was based on the historical volatilities of its stock and peer firms' stocks and the Index over the performance period. The Company did not estimate a dividend rate or a forfeiture rate for the market stock units due to the limited size, the vesting period and nature of the grantee population and the lack of history of granting this type of award. Significant assumptions used in the Monte Carlo simulation model for the market stock units granted during the year ended December 31, 2019 are as follows: As of December 31, 2019 Volatility 30.7 - 31.3% Risk-free interest rate 1.6 - 2.4% Dividend yield — Longest remaining performance period (in years) 3 Total unrecognized stock-based compensation expense related to market stock units was $6.6 million , which the Company expects to recognize over a weighted average period of 1.8 years. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Provision for Income Taxes The U.S. and non-U.S. components of loss before income taxes consisted of the following: December 31, 2019 2018 U.S. $ (85,325 ) $ (39,360 ) Non-U.S. 1,961 160 Loss before income taxes $ (83,364 ) $ (39,200 ) The components of the Company's (benefit from) provision for income taxes consisted of the following: Year Ended December 31, 2019 2018 2017 Current taxes: Federal $ — $ — $ (100 ) Foreign 918 83 62 State 101 69 74 Total current taxes $ 1,019 $ 152 $ 36 Deferred taxes: Federal $ 129 $ (305 ) $ 32 Change in valuation allowance - acquisitions (14,994 ) (2,970 ) — Foreign (113 ) (2 ) — State 1,472 (678 ) (382 ) Total deferred taxes (13,506 ) (3,955 ) (350 ) Benefit from income taxes $ (12,487 ) $ (3,803 ) $ (314 ) The Company had federal net operating loss carryforwards of approximately $425.0 million and $276.9 million at December 31, 2019 and 2018 , respectively, which will expire at various dates beginning in 2026 , if not utilized. Federal net operating losses generated during and after the year ended December 31, 2018 will have an indefinite carryforward period. The Company also held state tax credits of $2.4 million and $1.2 million for the years ended December 31, 2019 and 2018 , respectively, and federal R&D tax credits of $8.1 million and $3.2 million for the years ended December 31, 2019 and 2018 , respectively. The federal and state net operating losses along with state tax credits will begin to expire in 2026 , if not utilized. Utilization of the net operating losses and credit carryforwards may be subject to a substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses and credit carryforwards before utilization. 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. Significant components of the Company's deferred taxes consisted of the following: December 31, 2019 2018 Deferred tax assets: NOL and credit carryforwards $ 109,610 $ 69,339 Deferred revenue 10,082 5,064 Accrued expenses and other 2,596 5,347 Stock-based compensation 5,894 5,494 Lease liabilities 10,778 — Interest expense carryforwards 619 — Convertible debt hedge 9,932 — Foreign — 41 Total deferred tax assets 149,511 85,285 Deferred tax liabilities: Deferred expenses (10,264 ) (6,717 ) Convertible debt (27,115 ) (10,045 ) Depreciation and amortization (31,610 ) (12,830 ) Capitalized software (490 ) (637 ) Right of use assets (8,400 ) — Total deferred tax liabilities (77,879 ) (30,229 ) Deferred tax assets less tax liabilities 71,632 55,056 Less: valuation allowance (71,945 ) (53,936 ) Net deferred tax asset (liability) $ (313 ) $ 1,120 The Company has established a valuation allowance due to uncertainties regarding the realization of deferred tax assets based on the Company's lack of earnings history. During 2019 , the valuation allowance increased by approximately $42.2 million due to continuing operations. The valuation allowance change included a reduction of $10.0 million due to issuance of convertible debt during the year and $15.0 million due to acquired income tax benefits as a result of the 2019 business combinations, which was recorded as an income tax benefit in the year ended December 31, 2019. The Company recorded a valuation allowance on all state credits due to the uncertainty of the recent acquisition on current and future state apportionment. At December 31, 2019, the Company did not provide any U.S. income or foreign withholding taxes on approximately $2.1 million of certain foreign subsidiaries' undistributed earnings, as such earnings have been retained and are intended to be indefinitely reinvested. It is not practicable to estimate the amount of taxes that would be payable upon remittance of these earnings, because such tax, if any, is dependent upon circumstances existing if and when remittance occur. The Company's benefit from income taxes attributable to continuing operations differs from the expected tax benefit amount computed by applying the statutory federal income tax rate of 21%, 21%, and 34% to income before taxes for each of the years ended December 31, 2019 , 2018 , and 2017, respectively, primarily as a result of the following: Year Ended December 31, 2019 2018 2017 Income tax at U.S. statutory rate 21.0 % 21.0 % 34.0 % Effect of: Increase in deferred tax valuation allowance (50.6 ) (50.6 ) (77.1 ) Stock compensation 20.7 21.9 32.7 Acquisitions 15.8 5.9 — R&D credit 4.8 5.0 4.7 State taxes, net of federal benefit 7.1 7.6 6.2 Tax impact of federal law change — — 1.2 Executive compensation (3.3 ) (0.3 ) — Other permanent items (0.4 ) (0.8 ) (0.5 ) Income tax benefit effective rate 15.1 % 9.7 % 1.2 % The Company files income tax returns in the U.S. federal jurisdiction, several state jurisdictions, and several foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state or local income tax examinations by tax authorities for years before 2016. Operating losses generated in years prior to 2016 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized. The tax years 2016 through 2019 remain open to examination by all the major taxing jurisdictions to which the Company is subject, though the Company is not currently under examination by any major taxing jurisdiction. The Tax Act was enacted in December 2017. The Tax Act significantly changed U.S. tax law by, among other things, lowering U.S. corporate income tax rates, implementing a modified territorial tax system, and imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Act reduced the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. In connection with the initial analysis of the impact of the Tax Act, the Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. The remeasurement of the Company's deferred tax balance was primarily offset by application of its valuation allowance. The Company applied the guidance in SAB 118 when accounting for the enactment-date effects of the Tax Act in 2017 and throughout 2018, recording a provisional amount of $0.2 million related to the remeasurement of the deferred tax balances in the fourth quarter of 2017. During 2018, the Company completed its 2017 income tax returns and its accounting for the enactment-date income tax effects of the Act with no adjustments to the provisional amounts recorded at December 31, 2017. While the Tax Act provides for a modified territorial tax system, beginning in 2018, global intangible low-taxed income, or GILTI, provisions will be applied providing an incremental tax on certain foreign income. The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary's tangible assets. Under GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on the future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred, or the period cost method, or (2) factoring such amounts into the Company's measurement of its deferred taxes, or the deferred method. The Company has selected the period cost method as its accounting policy with respect to the new GILTI tax rules. The total amount of unrecognized benefits as of December 31, 2019 and 2018 was $10.7 million and $0.3 million . The reconciliation of unrecognized tax benefits at the beginning and end of the year is as follows: Year Ended December 31, 2019 2018 Beginning balance $ 293 $ — Gross increase related to prior year positions 396 — Gross increase related to acquisitions — 293 Gross increase related to current year positions 10,049 — Ending balance $ 10,738 $ 293 At December 31, 2019 , approximately $0.7 million , including interest, would reduce the Company's annual effective tax rate, if recognized. As of December 31, 2019 , the Company had less than $0.1 million of accrued interest. The Company believes it is reasonably possible that $10.0 million of its unrecognized tax benefits will be resolved within the next 12 months due to its IRS private letter ruling request. The Company records any interest and penalties related to unrecognized tax benefits in income tax expense. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan In January 2009, the Company adopted a 401(k) profit-sharing plan, or 401(k) Plan, covering substantially all employees. Employees can contribute between 1% and 90% of their total earnings. The 401(k) Plan also provides for employer contributions to be made at the Company's discretion. For fiscal 2018, the Board of Directors elected to make matching contributions equal to 25% of employee contributions, which could be applied to up to 6% of each participant's compensation beginning in 2018. Employees with at least 90 days of continuous service are eligible to participate, and certain employees are eligible for matching contributions after one year of continuous service. The Company's contributions vest 50% after one year of continuous service and 100% after two years of continuous service. The Company's policy prohibits participants from direct investment in shares of its common stock within the plan. The Company's contributions charged to expense were $1.4 million and $0.9 million for the years ended December 31, 2019 |
Segments and Geographic Informa
Segments and Geographic Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segments and Geographic Information | Segments and Geographic Information All revenue-generating activities are directly related to the sale, implementation and support of the Company's solutions in a single operating segment. The Company's chief operating decision maker, the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Substantially all of the Company's principal operations, assets and decision-making functions are located in the United States. The Company acquired PrecisionLender in the fourth quarter of 2019, further expanding its international operations presence. The revenues and assets related to this acquisition are immaterial to the Company for the year ended December 31, 2019. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties For the years ended December 31, 2019 , 2018 and 2017 , the Company recorded revenues from a related-party customer of $0.6 million , $0.4 million and $0.4 million , respectively. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (unaudited) | Selected Quarterly Financial Data (unaudited) Selected summarized quarterly financial information for the years ended 2019 and 2018 is as follows: Three Months Ended March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 Revenues $ 54,808 $ 58,574 $ 60,541 $ 67,177 $ 71,296 $ 77,646 $ 79,702 $ 86,840 Cost of revenues 26,977 29,303 30,140 35,435 37,184 40,052 40,447 44,802 Gross profit 27,831 29,271 30,401 31,742 34,112 37,594 39,255 42,038 Operating expenses: Sales and marketing 10,966 12,108 11,467 13,583 15,805 15,866 15,700 16,576 Research and development 11,157 11,756 12,904 15,517 17,657 19,118 19,617 19,881 General and administrative 10,296 10,798 11,237 12,659 13,860 14,079 13,418 15,382 Acquisition related costs 256 258 1,811 1,820 2,718 1,977 2,758 8,574 Amortization of acquired intangibles 368 368 251 857 1,215 905 912 3,307 Unoccupied lease charges — 658 — — — — 244 176 Total operating expenses 33,043 35,946 37,670 44,436 51,255 51,945 52,649 63,896 Loss from operations (5,212 ) (6,675 ) (7,269 ) (12,694 ) (17,143 ) (14,351 ) (13,394 ) (21,858 ) Total other income (expense), net (1,023 ) (2,105 ) (1,877 ) (2,345 ) (2,207 ) (3,217 ) (5,206 ) (5,988 ) Loss before income taxes (6,235 ) (8,780 ) (9,146 ) (15,039 ) (19,350 ) (17,568 ) (18,600 ) (27,846 ) Benefit from income taxes 187 153 287 3,176 39 237 31 12,180 Net loss $ (6,048 ) $ (8,627 ) $ (8,859 ) $ (11,863 ) $ (19,311 ) $ (17,331 ) $ (18,569 ) $ (15,666 ) Net loss per common share, basic and diluted $ (0.14 ) $ (0.20 ) $ (0.21 ) $ (0.27 ) $ (0.44 ) $ (0.39 ) $ (0.39 ) $ (0.32 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, and Securities and Exchange Commission, or SEC, requirements. The consolidated financial statements include the accounts of Q2 Holdings, Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain amounts appearing in the prior year's Consolidated Statements of Cash Flows have been reclassified to conform to the current year's presentation. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, standalone selling price, and other revenue items requiring significant judgment; stock-based compensation; the carrying value of goodwill; the fair value of acquired intangibles; the capitalization of software development costs; the useful lives of property and equipment and long-lived intangible assets; fair value of contingent consideration; fair value of the conversion features of convertible notes; and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments acquired with an original maturity of ninety days or less at the date of purchase to be cash equivalents. Cash equivalents are stated at cost or fair value based on the underlying security. |
Restricted Cash | Restricted Cash Restricted cash consists of deposits held as collateral for the Company's secured letters of credit or bank guarantee issued in place of the security deposit for the Company's corporate headquarters and various other leases. |
Investments | Investments Investments typically include U.S. government agency bonds, corporate bonds, commercial paper, certificates of deposit and money market funds. All investments are considered available for sale and are carried at fair value. |
Concentration of Credit Risk | Concentration of Credit Risk |
Contract Balances, Deferred Revenue, Revenues and Cost of Revenues | Deferred Revenues Deferred revenues primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for implementation, maintenance and other services, as well as initial subscription fees. The Company recognizes deferred revenues as revenues when the services are performed and the corresponding revenue recognition criteria are met. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. The net increase in the deferred revenue balance for the year ended December 31, 2019 , is primarily driven by cash payments received or due in advance of satisfying the Company's performance obligations of $330.8 million for current year invoices, $12.1 million from the acquisition of Lender Performance Group, LLC, also doing business as PrecisionLender, $5.2 million from the netting of contract assets and liabilities on a contract-by-contract basis, partially offset by the recognition of $291.3 million of revenue recognized from current year invoices and $31.6 million of revenue that was included in the deferred revenue balance at December 31, 2018 . Amounts recognized from deferred revenues represent primarily revenue from the sale of subscription and implementation services. The Company's payment terms vary by the type and location of its customer and the products or services offered. The period of time between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. Revenues Revenues are recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally when the Company's solutions are implemented and made available to the customers. The promised consideration may include fixed amounts, variable amounts or both. Revenues are recognized net of sales credits and allowances. Revenue-generating activities are directly related to the sale, implementation and support of the Company's solutions within a single operating segment. The Company derives the majority of its revenues from subscription fees for the use of its solutions hosted in either the Company's data centers or cloud-based hosting services, transaction revenue from bill-pay solutions, and revenues for customer support and implementation services related to the Company's solutions. The Company recognizes the corresponding revenues over time on a ratable basis over the customer agreement term. The following table disaggregates the Company's revenue by major source: Year Ended December 31, 2019 2018 Subscription $ 221,983 $ 168,226 Transactional 48,396 39,232 Services and Other 45,105 33,642 Total Revenues $ 315,484 $ 241,100 Subscription Revenues The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from these applications, including contractual periodic price increases, are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on whether the revenue recognition criteria have been met. Periodic price increases are estimated at contract inception and result in contract assets as revenue recognition may exceed the amount billed early in the contract. Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as revenue in the month when the usage amounts are determined and reported. A small portion of the Company's customers host and manage the Company's solutions on-premises or in third-party data centers under term license and maintenance agreements. Term licenses sold with maintenance entitle the customer to technical support, upgrades and updates to the software on a when-and-if-available basis. The Company recognizes software license revenue once the customer obtains control of the license, which generally occurs at the start of each license term. The Company recognizes the remaining arrangement consideration for maintenance revenue over time on a ratable basis over the term of the software license. If the expected length of time between when the Company transfers the software license to the customer and when the customer pays for it results in a significant financing component, the Company adjusts the promised amount of consideration for the effects of the time value of money, which reflects the price the customer would have paid when the license was transferred. Revenues from term licenses and maintenance agreements and the related financing component were not significant in the periods presented. Transactional Revenues The Company earns the majority of its transactional revenues based on the number of bill-pay transactions that End Users initiate on its digital banking platform. The Company also generates a smaller portion of its transactional revenues from interchange fees generated when End Users utilize debit cards integrated with its Q2 CorePro API or Q2 Biller Direct products. The Company recognizes revenue for bill-pay transaction services and interchange fees in the month incurred based on actual transactions. Services and Other Revenues Implementation services are required for each new digital banking and lending and leasing platform and Centrix standalone contract, and there is a significant level of integration and configuration for each customer. The Company's revenue for upfront implementation services are billed upfront and recognized over time on a ratable basis over the customer agreement term for its hosted application agreements. Upfront implementation services for on-premises agreements are recognized at commencement date. Under certain circumstances, the Company partners with third-party professional system integrators to support the installation and configuration process for its digital lending and leasing solutions, and therefore, the Company has determined that these services qualify as a separate performance obligation in certain markets and geographies, and the upfront implementation services for these agreements are recognized upon completion of the services. Professional services revenues, which primarily consist of training, advisory services, core conversion services, web design, and other general professional services, are generally billed and recognized when delivered. Certain out-of-pocket expenses billed to customers are recorded as revenues rather than an offset to the related expense. Revenues recorded from out-of-pocket expense reimbursements totaled approximately $1.9 million , $1.7 million and $1.5 million during the years ended December 31, 2019 , 2018 and 2017 , respectively. The out-of-pocket expenses are reported in cost of revenues. Significant Judgments Performance Obligations and Standalone Selling Price A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company has contracts with customers that often include multiple performance obligations, usually including multiple subscription and implementation services. For these contracts, the Company accounts for individual performance obligations that are distinct separately by allocating the contract's total transaction price to each performance obligation in an amount based on the relative standalone selling price, or SSP, of each distinct good or service in the contract. In determining whether implementation services are distinct from subscription services, the Company considered various factors including the significant level of integration, interdependency, and interrelation between the implementation and subscription service, as well as the inability of the customer's personnel or other service providers to perform significant portions of the services. The Company has concluded that the implementation services included in contracts with multiple performance obligations in the North American banking market are not distinct and, as a result, the Company defers any arrangement fees for implementation services and recognizes such amounts over time on a ratable basis as one performance obligation with the underlying subscription revenue for the initial agreement term of the hosted application agreements. The Company has concluded that outside the North American banking market, the implementation services for its lending and leasing platform included in contracts with multiple performance obligations are distinct and, as a result, the Company recognizes implementation fees on such arrangements upon completion of the services. The majority of the Company's revenue recognized at a particular point in time is for professional services and usage revenue. These services are performed within a relatively short period of time and are recognized at the point in time in which the customer obtains control of the asset, which is generally upon completion of the service. Judgment is required to determine the SSP for each distinct performance obligation. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The primary method used to estimate SSP is the adjusted market assessment approach, which considers its overall pricing objectives, market conditions and other factors, including the value of the Company's contracts, its discounting practices, the size and volume of its transactions, customer characteristics, price lists, go-to-market strategy, historical standalone sales and agreement prices, and the number and types of users within its contracts. Variable Consideration The Company recognizes usage revenue related to End Users accessing its products in excess of contracted amounts, bill-pay transactions that End Users initiate on its digital banking platform, and interchange fees that End Users generate using the Company's solutions. Judgment is required to determine the accounting for these types of revenue. The Company considers various factors including the degree to which usage is interdependent or interrelated to past services, costs to the Company per user over the contract, and contractual price per user changes and their relationship to market terms, forecasted data, and the Company's cost to fulfill the obligation. The Company has concluded that its usage revenue relates specifically to the transfer of the service to the customer and is consistent with the allocation objective of Topic 606 when considering all of the performance obligations and payment terms in the contract. Therefore, the Company recognizes usage revenue on a monthly or quarterly basis in accordance with the agreement, as determined and reported. This allocation reflects the amount the Company expects to receive for the services for the given period. The Company sometimes provides credits or incentives to its customers. Known and estimable credits and incentives represent a form of variable consideration, which are estimated at contract inception and reduce the revenues recognized for a particular contract. These estimates are updated at the end of each reporting period as additional information becomes available. The Company believes that there will not be significant changes to its estimates of variable consideration as of December 31, 2019 . Other Considerations The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) with respect to the vendor reseller agreements pursuant to which the Company resells certain third-party solutions along with the Company's solutions. Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues, and expenses incurred are recorded as cost of revenues. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company's control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. Revenues provided from agreements in which the Company is an agent are insignificant. Cost of Revenues Cost of revenues is comprised primarily of salaries and other personnel-related costs, including employee benefits, bonuses and stock-based compensation, for employees providing services to the Company's customers. This includes the costs of the Company's implementation, customer support, data center and customer training personnel, as well as costs related to research and development personnel who perform implementation and customer support services. Cost of revenues also includes the direct costs of bill-pay and other third-party intellectual property included in the Company's solutions, the amortization of deferred solution and services costs, co-location facility costs and depreciation of the Company's data center assets, cloud-based hosting services, an allocation of general overhead costs and referral fees. Direct costs of third-party intellectual property include amounts paid for third-party licenses and related maintenance that are incorporated into the Company's software and the amortization of acquired technology from the Company's recent acquisitions, with the costs amortized to cost of revenues over the useful lives of the purchased assets. Contract Balances The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, or contract assets, and deferred revenues, or contract liabilities. Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in contract assets. Contract assets that are expected to be billed during the succeeding twelve-month period are recorded in contract assets, current portion, and the remaining portion is recorded in contract assets, net of current portion on the accompanying consolidated balance sheets at the end of each reporting period. A contract liability results when the Company receives prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as initial subscription fees. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. The Company recognizes contract liabilities as revenues when the services are performed, and the corresponding revenue recognition criteria are met. Contract liabilities that are expected to be recognized as revenues during the succeeding twelve-month period are recorded in deferred revenues, current portion, and the remaining portion is recorded in deferred revenues, net of current portion, on the accompanying consolidated balance sheets at the end of each reporting period. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at net realizable value, including both billed and unbilled receivables to customers. Unbilled receivable balances arise primarily when the Company provides services in advance of billing for those services. Generally, billing for revenues related to the number of End Users and the number of transactions processed by the Company's End Users that are included in the Company's minimum subscription fee occurs in the month the revenue is recognized, resulting in accounts receivable. Billing for revenues relating to the number of End Users and the number of transactions processed by the Company's End Users that are in excess of the Company's minimum subscription fees are, generally, billed in the month following the month the revenues were earned, resulting in an unbilled receivable. Unbilled receivables of $4.3 million and $3.2 million were included in the accounts receivable balance as of December 31, 2019 and 2018 , respectively. The Company assesses the collectability of outstanding accounts receivable on an ongoing basis and maintains an allowance for doubtful accounts for accounts receivable deemed uncollectable. As of December 31, 2019 and 2018 , the Company did not provide for an allowance for doubtful accounts, as all amounts outstanding were deemed collectable. Historically, the Company's collection experience has not varied significantly, and bad debt expenses have been insignificant. |
Deferred Implementation Costs and Deferred Solution and Other Costs | Deferred Implementation Costs The Company capitalizes certain personnel and other costs such as employee salaries, benefits and the associated payroll taxes that are direct and incremental to the implementation of its solutions. The Company analyzes implementation costs that may be capitalized to assess their recoverability, and only capitalizes costs that it anticipates being recoverable. The Company assesses the recoverability of its deferred implementation costs by comparing the greater of the amount of the non-cancellable portion of a customer's contract and the non-refundable customer prepayments received as it relates to the specific implementation costs incurred. The Company begins amortizing the deferred implementation costs for an implementation once the revenue recognition criteria have been met, and the Company amortizes those deferred implementation costs ratably over the expected period of customer benefit, which has been determined to be the estimated life of the technology, which the Company estimates to be five to seven years . The Company determined the period of benefit by considering factors such as historically high renewal rates with similar customers and contracts, initial contract length, an expectation that there will still be a demand for the product at the end of its term, and the significant costs to switch to a competitor's product, all of which are governed by the estimated useful life of the technology. The portion of deferred implementation costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred implementation costs, current portion, and the remainder is recorded in long-term assets as deferred implementation costs, net of current portion in the accompanying consolidated balance sheets. The Company capitalized implementation costs in the amount of $14.3 million and $7.3 million during the years ended December 31, 2019 and 2018 , respectively, and recognized $7.7 million and $4.7 million of amortization during the years ended December 31, 2019 and 2018 , respectively. Amortization expense is included in cost of revenues in the accompanying consolidated statements of comprehensive loss. Deferred Solution and Other Costs The Company capitalizes sales commissions and other third-party costs such as third-party licenses and maintenance related to its customer agreements. The Company capitalizes sales commissions because the commission charges are so closely related to the revenues from the non-cancellable customer agreements that they should be recorded as an asset and charged to expense over the same period that the related revenue is recognized. The Company capitalizes commissions and bonuses for those involved in the sale, including direct employees and indirect supervisors, as these are incremental to the sale. The Company typically pays commissions in two increments. The initial payment is made after the contract has been executed and the initial deposit has been received from the customer, and the final payment is made upon commencement date. The Company requires that an individual remain employed to collect a commission when it is due. The service period between the first and second payment is considered a substantive service period, and as a result, the Company expenses the final payment when made. The Company begins amortizing deferred solution and other costs for a particular customer agreement once the revenue recognition criteria are met and amortizes those deferred costs over the expected period of customer benefit, which has been determined to be the estimated life of the technology, which the Company estimates to be five to seven years. The Company determined the period of benefit by considering factors such as historically high renewal rates with similar customers and contracts, initial contract length, an expectation that there will still be a demand for the product at the end of its term, and the significant costs to switch to a competitor's product, all of which are governed by the estimated useful life of the technology. The Company analyzes solution and other costs that may be capitalized to assess their recoverability and only capitalizes costs that it anticipates being recoverable. The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred solution and other costs, current portion, and the remainder is recorded in long-term assets as deferred solution and other costs, net of current portion. The Company capitalized $14.2 million and $6.7 million in deferred commissions costs during the years ended December 31, 2019 and 2018 , respectively, and recognized $6.0 million and $3.6 million of amortization during the years ended December 31, 2019 and 2018 , respectively. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of comprehensive loss. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the related assets. Maintenance and repairs that do not extend the life of or improve an asset are expensed in the period incurred. The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term |
Purchase Price Allocation, Intangible Assets, and Goodwill | Purchase Price Allocation, Intangible Assets, and Goodwill The purchase price allocation for business combinations and asset acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values. The Company determines whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the single asset or group of assets, as applicable, is not a business. If it is not met, the Company determines whether the single asset or group of assets, as applicable, meets the definition of a business. In connection with the Company's acquisitions discussed in Note 3 - Business Combinations and Asset Acquisitions, the Company recorded certain intangible assets, including acquired technology, customer relationships, trademarks, non-compete agreements and assembled workforce. Amounts allocated to the acquired intangible assets are being amortized on a straight-line basis over the estimated useful lives. The Company periodically reviews the estimated useful lives and fair values of its identifiable intangible assets, taking into consideration any events or circumstances which might result in a diminished fair value or revised useful life. The excess purchase price over the fair value of assets acquired is recorded as goodwill. The Company tests goodwill for impairment annually in October, or whenever events or changes in circumstances indicate an impairment may have occurred. Because the Company operates in a single reporting unit, the impairment test is performed at the consolidated entity level by comparing the estimated fair value of the Company to the carrying value of the Company. The Company estimates the fair value of the reporting unit using a "step one" analysis using a fair-value-based approach based on the market capitalization or a discounted cash flow analysis of projected future results to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Determining the fair value of goodwill is subjective in nature and often involves the use of estimates and assumptions including, without limitation, use of estimates of future prices and volumes for the Company's products, capital needs, economic trends and other factors which are inherently difficult to forecast. If actual results, or the plans and estimates used in future impairment analyses are lower than the original estimates used to assess the recoverability of these assets, the Company could incur impairment charges in a future period. |
Software Development Costs | Software Development Costs The Company capitalizes certain software development costs under accounting frameworks that differ based on the nature of the software. Software development costs include salaries and other personnel-related costs, including employee benefits and bonuses attributed to programmers, software engineers and quality control teams working on the Company's software solutions. Capitalized software development costs are computed on an individual product basis and products available for market are amortized to cost of revenues over the products' estimated economic lives. The costs related to software development are included in intangible assets, net on the consolidated balance sheets. The Company capitalizes certain development costs associated with software that is to be sold, leased or otherwise marketed that are incurred between reaching technological feasibility of a solution and the point at which the solution is ready for general release. The Company capitalized zero , zero , and $1.0 million for the years ended December 31, 2019 , 2018 , and 2017, respectively, and recognized $0.8 million , $0.8 million , and $0.5 million of amortization of capitalized software development costs for the years ended December 31, 2019 , 2018 , and 2017, respectively. The Company capitalizes certain development costs associated with internal use software incurred during the application development stage. The Company expenses costs associated with preliminary project phase activities, training, maintenance and any post-implementation costs as incurred. The Company capitalized internal use software development costs associated with its SaaS-based technology platforms in the amount of $0.2 million , zero , and zero during the years ended December 31, 2019 , 2018 and 2017 , respectively, and recognized zero amortization for each of the years ended December 31, 2019 , 2018 , and 2017. |
Research and Development Costs | Research and Development Costs Research and development costs include salaries and other personnel-related costs, including employee benefits, bonuses and stock-based compensation, third-party contractor expenses, third-party consultants, software development tools, an allocation of facilities and depreciation expenses and other related expenses incurred in developing new solutions and upgrading and enhancing existing solutions. |
Advertising | Advertising |
Sales Tax | Sales Tax The Company presents sales taxes and other taxes collected from customers and remitted to governmental authorities on a net basis and, as such, excludes them from revenues. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders' equity that result from transactions and economic events other than those with stockholders. Other comprehensive loss consists of net loss, unrealized gains and losses on available-for-sale investments, and foreign currency translation adjustments. |
Stock-Based Compensation | Stock-Based Compensation Stock options, restricted stock units, and market stock units awarded to employees, directors, executives and consultants are measured at fair value at each grant date. The Company does not use a forfeiture rate to recognize compensation expense. Generally, options vest 25% on the one -year anniversary of the grant date with the balance vesting monthly over the following 36 months , and restricted stock unit awards vest in four annual installments of 25% each. Market stock units are performance-based awards that vest based on the Company's stockholder return relative to the total stockholder return of the Russell 2000 Index, or Index, over a three -year period on the anniversary of the date of grant. Up to one-third of the target shares of the Company's common stock subject to each market stock unit award are eligible to be earned after the first and second years of the performance period and up to 200% of the full target number of shares subject to each market stock unit award are eligible to be earned after the completion of the three -year performance period (less any shares earned for years one and two) based on the average price of the Company's common stock relative to the Index during the performance period. The Company values stock options using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of the Company's employee stock options. The expected life represents the time the stock options are expected to be outstanding and is based on the simplified method. Under the simplified method, the expected life of an option is presumed to be the mid-point between the vesting date and end of the contractual term. The Company used the simplified method due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is based on historical volatilities for publicly traded stock of comparable companies over the estimated expected life of the stock options. The Company assumed no dividend yield because it does not expect to pay dividends in the near future, which is consistent with the Company's history of not paying dividends. The Company recognizes compensation expense ratably over the requisite service period of the stock option award. The Company values restricted stock units at the closing market price on the date of grant, and recognizes compensation expense ratably over the requisite service period of the restricted stock unit award. The Company estimates the fair value of market stock units on the date of grant using a Monte Carlo simulation model. The determination of fair value of the market stock units is affected by the Company's stock price and a number of assumptions including the expected volatility and the risk-free interest rate. The Company's expected volatility at the date of grant was based on the historical volatilities of its stock and peer firms' stocks and the Index over the performance period. The Company assumed no dividend yield and recognizes compensation expense ratably over the performance period of the market stock unit award. The Company recognizes compensation expense using the graded attribution method on a straight-line basis over the performance period for each market stock unit award. |
Convertible Senior Notes | Convertible Senior Notes In February 2018, the Company issued $230.0 million principal amount of convertible senior notes due in February 2023, or the 2023 Notes. In accounting for the issuance of the 2023 Notes, the Company separated each of the 2023 Notes due into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value, as of the date of issuance, of a similar debt without the conversion feature. The carrying amount of the equity component representing the conversion feature was determined by deducting the fair value of the liability components from the total initial proceeds. The difference between the par amount of the 2023 Notes and the carrying amount of the liability component represents debt discounts that are amortized to interest expense over the respective terms of the 2023 Notes using the effective interest rate method. The equity components are not remeasured as long as they continue to meet the conditions for equity classification. In accounting for the issuance costs related to the 2023 Notes, the Company allocated the total amount of issuance costs incurred to liability and equity components based on their relative values. Issuance costs attributable to the liability components are amortized to interest expense over the respective terms of the 2023 Notes using the effective interest rate method. The issuance costs attributable to the equity components were netted against the respective equity components in additional paid-in capital. In June 2019, the Company issued $316.3 million principal amount of convertible senior notes due in June 2026, or the 2026 Notes. In accounting for the issuance of the 2026 Notes, the Company separated each of the 2026 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value, as of the date of issuance, of a similar debt without the conversion feature. The carrying amount of the equity component representing the conversion feature was determined by deducting the fair value of the liability components from the total initial proceeds. The difference between the par amount of the 2026 Notes and the carrying amount of the liability component represents debt discounts that are amortized to interest expense over the respective terms of the 2026 Notes using the effective interest rate method. The equity components are not remeasured as long as they continue to meet the conditions for equity classification. In accounting for the issuance costs related to the 2026 Notes, the Company allocated the total amount of issuance costs incurred to liability and equity components based on their relative values. Issuance costs attributable to the liability components are amortized to interest expense over the respective terms of the 2026 Notes using the effective interest rate method. The issuance costs attributable to the equity components were netted against the respective equity components in additional paid-in capital. |
Leases | Leases The Company determines if a contract contains a lease for accounting purposes at the inception of the arrangement. The Company has elected to apply the practical expedient which allows the Company to account for lease and non-lease components of a contract as a single leasing arrangement. In addition, the Company has elected the practical expedients related to lease classification and the short-term lease exemption, whereby leases with initial terms of one year or less are not capitalized and instead expensed generally on a straight-line basis over the lease term. The Company is primarily a lessee with a lease portfolio comprised mainly of real estate and equipment leases. As of December 31, 2019 , the Company had no finance leases. Operating lease assets are included on the Company's consolidated balance sheets in non-current assets as a right-of-use, or ROU, asset, and represent the Company's right to use an underlying asset for the lease term. Operating lease liabilities are included on the Company's consolidated balance sheets in lease liabilities, current portion, for the portion that is due within 12 months and in lease liabilities, net of current portion, for the portion that is due beyond 12 months of the financial statement date and represent the Company's obligation to make lease payments. ROU assets and lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term using an appropriate discount rate. If an implicit rate is not readily determined by the Company's leases, the Company utilizes the incremental borrowing rate based on the available information at the commencement date to determine the lease payments. The depreciable lives of the underlying leased assets are generally limited to the expected lease term inclusive of any optional lease renewals where the Company concludes at the inception of the lease that the Company is reasonably certain of exercising those options. The ROU asset calculation may also include any initial direct costs paid and is reduced by any lease incentives provided by the lessor. Lease expense for operating lease payments are recognized on a straight-line basis over the lease term. |
Income Taxes | Income Taxes Deferred income taxes are provided for the 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 and operating loss carryforwards and credits using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be realized and recognizes a valuation allowance if it is more likely than not that some portion of the deferred tax assets will not be realized. This assessment requires judgment as to the likelihood and amounts of future taxable income by tax jurisdiction. To date, the Company has provided a valuation allowance against most of its deferred tax assets as it believes the objective and verifiable evidence of its historical pretax net losses outweighs any positive evidence of its forecasted future results. Although the Company believes that its tax estimates are reasonable, the ultimate tax determination involves significant judgment that is subject to audit by tax authorities in the ordinary course of business. The Company will continue to monitor the positive and negative evidence, and it will adjust the valuation allowance as sufficient objective positive evidence becomes available. The Company evaluates its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized. Potential interest and penalties associated with any uncertain tax positions are recorded as a component of income tax expense. As of December 31, 2019 , the Company has unrecognized tax benefits of $10.7 million related to uncertain tax positions, and an insignificant amount of accrued interest. The Company believes it is reasonably possible that $10.0 million of its unrecognized tax benefits will be resolved within the next 12 months due to its IRS private letter ruling request. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, issued ASU No. 2016-02, "Leases (Topic 842)," to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, the FASB issued ASU 2018-10, "Codification Improvements to Topic 842 (Leases)," which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. In July 2018, the FASB also issued ASU 2018-11, "Targeted Improvements," which provides the option to adopt ASU No. 2016-02 retrospectively for each prior period presented or as of the adoption date with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In January 2019, the FASB issued ASU No. 2019-01, "Leases (Topic 842): Codification Improvements" to clarify the required disclosures of ASU No. 2016-02 and explicitly exempt entities from disclosing the effect of the change for the interim period. The Company adopted the standard effective January 1, 2019 and elected the package of practical expedients permitted under the transition guidance within Topic 842, which among other things, allows the Company to carry forward the historical lease classification and the practical expedient to not separate lease and non-lease components of an agreement. Adoption of the new standard resulted in the recording of lease assets and lease liabilities of approximately $27.0 million and $36.2 million , respectively, as of January 1, 2019. The difference between the lease assets and lease liabilities is the reclassification of deferred rent on the Company's balance sheet at the date of adoption. The standard had no impact on the Company's consolidated statement of comprehensive loss or the consolidated statement of cash flows. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326)" which modifies the measurement of expected credit losses of certain financial instruments. Credit losses on trade and other receivables, contract assets, available-for-sale debt securities, and other instruments will reflect the Company's current estimate of the expected credit losses and will generally result in the earlier recognition of allowance for losses. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company expects this standard to impact its accounting for allowances for doubtful accounts, available-for-sale securities and other assets subject to credit risk and is currently implementing new credit loss models and updating its processes and controls in preparation of the adoption of ASU 2016-13. Based on the composition of the Company's investment portfolio, current market conditions and historical credit loss activity, the Company expects to record a cumulative-effect adjustment to accumulated deficit of approximately $0.2 million to $0.4 million on January 1, 2020 in connection with the adoption of ASU 2016-13. The adjustment reflects the expected allowance based the Company's current estimate. In January 2017, the FASB issued ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" which simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test and requires an entity to write down the carrying value of goodwill up to the amount by which the carrying amount of a reporting unit exceeds its fair value. The standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)," which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 will be effective for the Company beginning in its first quarter of 2020, with early adoption permitted. The ASU may be applied retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company has elected to early adopt the ASU as of January 1, 2019 on a prospective basis. Implementation costs related to hosting arrangements of $0.4 million were capitalized during the year ended December 31, 2019. In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes," as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Sales Credits | The following table shows the Company's allowance for sales credits as follows: Beginning Balance Additions Deductions Ending Balance Year Ended December 31, 2017 $ 228 $ 683 $ (685 ) $ 226 Year Ended December 31, 2018 226 1,845 (1,704 ) 367 Year Ended December 31, 2019 $ 367 $ 1,388 $ (1,216 ) $ 539 |
Schedule of Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term Property and equipment consisted of the following: December 31, 2019 2018 Computer hardware and equipment $ 40,887 $ 37,825 Purchased software and licenses 11,509 9,687 Furniture and fixtures 6,811 5,934 Leasehold improvements 14,655 13,054 73,862 66,500 Accumulated depreciation (34,610 ) (31,506 ) Property and equipment, net $ 39,252 $ 34,994 |
Schedule of Disaggregation of Revenue by Major Source | The following table disaggregates the Company's revenue by major source: Year Ended December 31, 2019 2018 Subscription $ 221,983 $ 168,226 Transactional 48,396 39,232 Services and Other 45,105 33,642 Total Revenues $ 315,484 $ 241,100 |
Schedule of Net Loss Per Share, Basic and Diluted | The following table sets forth the computations of net loss per share for the periods listed: Year ended December 31, 2019 2018 2017 Numerator: Net loss $ (70,877 ) $ (35,397 ) $ (26,164 ) Denominator: Weighted-average common shares outstanding, basic and diluted 46,198 42,797 41,218 Net loss per common share, basic and diluted $ (1.53 ) $ (0.83 ) $ (0.63 ) |
Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share | The following table sets forth the anti-dilutive common share equivalents for the periods listed: Year ended December 31, 2019 2018 2017 Stock options, restricted stock units, and market stock units 3,805 5,372 5,643 Shares related to the 2023 Notes 887 — — Shares related to the 2026 Notes — — — 4,692 5,372 5,643 |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Total Purchase Price | The total purchase price is as follows: Purchase Consideration Cash purchase price $ 510,000 Estimated working capital and other adjustments 8,437 Total purchase price $ 518,437 |
Schedule of Purchase Price Allocation | The table below summarizes the allocation of the purchase price based on the estimated fair value of the assets acquired and the liabilities assumed. The fair values of assets acquired and liabilities assumed, including valuations of intangible assets, accruals, and income taxes, may change as additional information is received during the measurement period. The measurement period will end no later than one year from the acquisition date. Assets acquired: Cash $ 12,860 Accounts receivable, net 3,318 Prepaid expenses and other current assets 1,347 Property and equipment, net 1,552 Other long-term assets 256 Right of use assets 8,148 Intangible assets, net 177,365 Goodwill 354,173 Total assets acquired 559,019 Liabilities assumed: Accounts payable, accrued liabilities, and accrued compensation 4,453 Lease liabilities 9,325 Deferred tax liability 14,994 Deferred revenues 11,810 Total liabilities assumed 40,582 Fair value of assets acquired and liabilities assumed $ 518,437 |
Schedule of Finite-Lived Intangible Assets Acquired and Estimated Useful Lives | The fair value of the separately identifiable finite-lived intangible assets acquired and estimated useful lives are as follows (in thousands, except years): Estimated Fair Values Estimated Useful Lives Customer Relationships $ 54,045 5 Trademarks 10,345 8 Non-compete agreements 11,525 5 Acquired technology 101,450 7 Total acquisition-related intangible assets $ 177,365 |
Schedule of Pro Forma Financial Information | The table below shows the pro forma statements of operations data for the respective years ending December 31: (Unaudited) Year ended December 31, 2019 2018 Total Revenues $ 326,335 $ 255,114 Net loss (116,387 ) (87,456 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table details the fair value hierarchy of the Company's financial assets measured at fair value on a recurring basis as of December 31, 2019 : Fair Value Measurements Using: Assets Fair Value Quoted Prices Significant Other Significant Cash Equivalents: Money market funds $ 14,518 $ 14,518 $ — $ — Investments: Fair Value Quoted Prices Significant Other Significant Corporate bonds and commercial paper $ 32,325 $ — $ 32,325 $ — Liabilities Accrued Compensation: Fair Value Quoted Prices Significant Other Significant Contingent consideration $ 24,120 $ — $ — $ 24,120 The following table details the fair value hierarchy of the Company's financial assets measured at fair value on a recurring basis as of December 31, 2018 : Fair Value Measurements Using: Assets Fair Value Quoted Prices Significant Other Significant Cash Equivalents: Money market funds $ 54,559 $ 54,559 $ — $ — Investments: Fair Value Quoted Prices Significant Other Significant U.S. government agency bonds $ 22,293 $ — $ 22,293 $ — Corporate bonds and commercial paper 44,734 — 44,734 — Certificates of deposit 1,952 — 1,952 — $ 68,979 $ — $ 68,979 $ — Liabilities Other long-term liabilities: Fair Value Quoted Prices Significant Other Significant Contingent consideration $ 16,862 $ — $ — $ 16,862 |
Cash, Cash Equivalents and In_2
Cash, Cash Equivalents and Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Summary of Cash, Cash Equivalents and Investments | A summary of the cash equivalents and investments as of December 31, 2019 is as follows: Cash Equivalents: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market funds $ 14,518 $ — $ — $ 14,518 Investments: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate bonds and commercial paper $ 32,216 $ 110 $ (1 ) $ 32,325 A summary of the cash equivalents and investments as of December 31, 2018 is as follows: Cash Equivalents: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market funds $ 54,599 $ — $ — $ 54,599 Investments: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government agency bonds $ 22,330 $ — $ (37 ) $ 22,293 Corporate bonds and commercial paper 44,812 — (78 ) 44,734 Certificates of deposit 1,952 — — 1,952 $ 69,094 $ — $ (115 ) $ 68,979 |
Investments Classified by Contractual Maturity Date | The following table summarizes the estimated fair value of the Company's investments, designated as available-for-sale and classified by the contractual maturity date of the investments as of the dates shown: December 31, 2019 2018 Due within one year or less $ 29,789 $ 61,514 Due after one year through five years 2,536 7,465 $ 32,325 $ 68,979 |
Schedule of Fair Values and Gross Unrealized Losses for Available-for-sale Securities | The following table shows the fair values and the gross unrealized losses of these available-for-sale investments aggregated by investment category as of December 31, 2019 : Adjusted Cost Gross Unrealized Loss Fair Value Corporate bonds and commercial paper $ 2,537 $ (1 ) $ 2,536 The following table shows the fair values and the gross unrealized losses of these available-for-sale investments aggregated by investment category as of December 31, 2018 : Adjusted Cost Gross Unrealized Loss Fair Value U.S. government agency bonds $ 22,330 $ (37 ) $ 22,293 Corporate bonds and commercial paper 44,812 (78 ) 44,734 $ 67,142 $ (115 ) $ 67,027 |
Deferred Solution and Other C_2
Deferred Solution and Other Costs (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Deferred Solution and Other Costs | Deferred solution and other costs, current portion and net of current portion, consisted of the following: December 31, 2019 2018 Deferred solution costs $ 10,658 $ 7,142 Deferred commissions 4,951 3,359 Deferred solution and other costs, current portion $ 15,609 $ 10,501 Deferred solution costs $ 12,464 $ 6,625 Deferred commissions 16,756 10,136 Deferred solution and other costs, net of current portion $ 29,220 $ 16,761 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term Property and equipment consisted of the following: December 31, 2019 2018 Computer hardware and equipment $ 40,887 $ 37,825 Purchased software and licenses 11,509 9,687 Furniture and fixtures 6,811 5,934 Leasehold improvements 14,655 13,054 73,862 66,500 Accumulated depreciation (34,610 ) (31,506 ) Property and equipment, net $ 39,252 $ 34,994 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets at December 31, 2019 and 2018 were as follows: As of December 31, 2019 As of December 31, 2018 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 64,405 $ (5,746 ) $ 58,659 $ 10,640 $ (2,148 ) $ 8,492 Non-compete agreements 13,505 (1,375 ) 12,130 2,064 (668 ) 1,396 Trademarks 22,280 (3,653 ) 18,627 11,935 (2,350 ) 9,585 Acquired technology 148,613 (16,192 ) 132,421 53,183 (12,030 ) 41,153 Assembled workforce 38 (37 ) 1 79 (51 ) 28 Capitalized software development costs 4,151 (2,128 ) 2,023 3,975 (1,333 ) 2,642 $ 252,992 $ (29,131 ) $ 223,861 $ 81,876 $ (18,580 ) $ 63,296 |
Schedule of Useful Life | The estimated useful lives and weighted average amortization periods for intangible assets at December 31, 2019 are as follows (in years): Estimated Useful Life Weighted Average Amortization Period Customer relationships 3 - 6 4.8 Non-compete agreements 2 - 5 4.8 Trademarks 2 - 10 8.4 Acquired technology 3 - 7 6.6 Assembled workforce 3 0.1 Capitalized software development costs 5 2.6 Total 6.1 |
Estimated Future Amortization Expense | The estimated future amortization expense related to intangible assets as of December 31, 2019 was as follows: Amortization Year Ended December 31, 2020 $ 39,988 2021 38,855 2022 37,958 2023 37,230 2024 32,325 Thereafter 37,505 Total amortization $ 223,861 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: December 31, 2019 2018 Accrued data center equipment and software purchases $ 1,987 $ 81 Accrued transaction processing fees 6,367 2,911 Accrued professional services 1,757 1,382 Deferred rent — 1,260 Other 6,230 3,695 $ 16,341 $ 9,329 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Cost, Lease Term and Discount Rate | The components of lease costs, lease term and discount rate were as follows: Operating Leases Lease expense: Operating lease expense $ 2,289 Sublease income (157 ) Total lease expense $ 2,132 Other information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,011 Right-of-use assets obtained in exchange for operating lease liabilities as of December 31, 2019 $ 35,388 Weighted-average remaining lease term - operating leases 6.8 years Weighted-average discount rate - operating leases 5.5 % |
Schedule of Future Minimum Contractual Commitments | Future minimum payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year at December 31, 2019 were as follows: Operating Leases Year Ended December 31, 2020 $ 9,688 2021 8,617 2022 8,170 2023 7,810 2024 6,741 Thereafter 15,545 Total lease payments $ 56,571 Less: present value discount (11,352 ) Present value of lease liabilities $ 45,219 |
Long-term Purchase Commitment | Future minimum contractual commitments that have initial or remaining non-cancelable terms in excess of one year were as follows: Contractual Commitments Year Ended December 31, 2020 $ 25,510 2021 20,864 2022 17,118 2023 242,024 2024 2,652 Thereafter 319,808 Total commitments $ 627,976 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Notes | The 2023 Notes consist of the following: As of December 31, 2019 2018 Liability component: Principal $ 229,999 $ 230,000 Unamortized debt discount (33,376 ) (42,790 ) Unamortized debt issuance costs (3,486 ) (4,487 ) Net carrying amount 193,137 182,723 Equity component Net carrying amount $ 48,919 $ 48,919 The 2026 Notes consist of the following: As of December 31, 2019 Liability component: Principal $ 316,250 Unamortized debt discount (78,672 ) Unamortized debt issuance costs (5,931 ) Net carrying amount 231,647 Equity component: Net allocation of proceeds 84,412 Net issuance costs (2,862 ) Net carrying amount $ 81,550 |
Summary of Interest Expense | The following table sets forth total interest expense recognized related to the 2023 Notes: As of December 31, 2019 2018 Contractual interest expense $ 1,725 $ 1,482 Amortization of debt issuance costs 1,001 829 Amortization of debt discount 9,414 7,646 Total $ 12,140 $ 9,957 The following table sets forth total interest expense recognized related to the 2026 Notes: As of December 31, 2019 Contractual interest expense $ 593 Amortization of debt issuance costs 466 Amortization of debt discount 5,740 Total $ 6,799 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award Assumptions for Estimating Fair Value of Stock Option Grants | The following summarizes the assumptions used for estimating the fair value of stock options granted during the periods indicated, as there were no stock options granted during the year ended December 31, 2019 : Year Ended December 31, 2018 2017 Risk-free interest rate 2.6% 1.7 - 2.1% Expected life (in years) 4.8 4.8 Expected volatility 41.0% 41.5 - 43.1% Dividend yield — — Weighted-average grant date fair value per share $18.14 $14.17 |
Schedule of Share-based Compensation, Stock Options, Activity | Stock option activity was as follows: Number of Options Weighted Average Exercise Price Balance as of January 1, 2017 4,434 $ 12.91 Granted 643 36.44 Exercised (1,205 ) 10.07 Forfeited (180 ) 19.15 Balance as of December 31, 2017 3,692 17.63 Granted 12 47.00 Exercised (1,038 ) 10.07 Forfeited (12 ) 27.93 Balance as of December 31, 2018 2,654 19.72 Granted — — Exercised (1,180 ) 14.15 Forfeited (55 ) 39.27 Balance as of December 31, 2019 1,419 $ 23.61 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The summary of stock options outstanding as of December 31, 2019 is as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) $0.84 - $5.05 69 $ 2.00 1.4 69 $ 2.00 1.4 $7.48 - $13.00 157 9.42 1.1 157 9.42 1.1 $15.07 - $24.33 554 18.65 2.5 537 18.60 2.5 $24.89 - $47.00 639 33.75 3.9 414 33.57 3.8 1,419 $ 23.61 2.9 1,177 $ 21.68 2.7 |
Schedule of Restricted Stock Units Activity | Restricted stock unit activity was as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of January 1, 2017 1,210 $ 25.87 Granted 939 38.58 Vested (349 ) 26.35 Forfeited (120 ) 28.94 Nonvested as of December 31, 2017 1,680 32.65 Granted 910 55.60 Vested (537 ) 31.68 Forfeited (116 ) 35.96 Nonvested as of December 31, 2018 1,937 43.50 Granted 904 74.75 Vested (683 ) 39.10 Forfeited (206 ) 49.54 Nonvested as of December 31, 2019 1,952 $ 58.86 |
Schedule of Market Unit Activity | Market stock unit activity was as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of January 1, 2018 — $ — Granted 260 21.98 Vested — — Forfeited — — Nonvested as of December 31, 2018 260 21.98 Granted 264 30.31 Vested (87 ) 12.76 Forfeited (3 ) 26.34 Nonvested as of December 31, 2019 434 $ 28.85 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of U.S. and Non-U.S. Components of Loss Before Income Taxes | The U.S. and non-U.S. components of loss before income taxes consisted of the following: December 31, 2019 2018 U.S. $ (85,325 ) $ (39,360 ) Non-U.S. 1,961 160 Loss before income taxes $ (83,364 ) $ (39,200 ) |
Schedule of Components of Provision for Income Taxes | The components of the Company's (benefit from) provision for income taxes consisted of the following: Year Ended December 31, 2019 2018 2017 Current taxes: Federal $ — $ — $ (100 ) Foreign 918 83 62 State 101 69 74 Total current taxes $ 1,019 $ 152 $ 36 Deferred taxes: Federal $ 129 $ (305 ) $ 32 Change in valuation allowance - acquisitions (14,994 ) (2,970 ) — Foreign (113 ) (2 ) — State 1,472 (678 ) (382 ) Total deferred taxes (13,506 ) (3,955 ) (350 ) Benefit from income taxes $ (12,487 ) $ (3,803 ) $ (314 ) |
Significant Components of Deferred Taxes | Significant components of the Company's deferred taxes consisted of the following: December 31, 2019 2018 Deferred tax assets: NOL and credit carryforwards $ 109,610 $ 69,339 Deferred revenue 10,082 5,064 Accrued expenses and other 2,596 5,347 Stock-based compensation 5,894 5,494 Lease liabilities 10,778 — Interest expense carryforwards 619 — Convertible debt hedge 9,932 — Foreign — 41 Total deferred tax assets 149,511 85,285 Deferred tax liabilities: Deferred expenses (10,264 ) (6,717 ) Convertible debt (27,115 ) (10,045 ) Depreciation and amortization (31,610 ) (12,830 ) Capitalized software (490 ) (637 ) Right of use assets (8,400 ) — Total deferred tax liabilities (77,879 ) (30,229 ) Deferred tax assets less tax liabilities 71,632 55,056 Less: valuation allowance (71,945 ) (53,936 ) Net deferred tax asset (liability) $ (313 ) $ 1,120 |
Schedule of Effective Income Tax Rate Reconciliation | The Company's benefit from income taxes attributable to continuing operations differs from the expected tax benefit amount computed by applying the statutory federal income tax rate of 21%, 21%, and 34% to income before taxes for each of the years ended December 31, 2019 , 2018 , and 2017, respectively, primarily as a result of the following: Year Ended December 31, 2019 2018 2017 Income tax at U.S. statutory rate 21.0 % 21.0 % 34.0 % Effect of: Increase in deferred tax valuation allowance (50.6 ) (50.6 ) (77.1 ) Stock compensation 20.7 21.9 32.7 Acquisitions 15.8 5.9 — R&D credit 4.8 5.0 4.7 State taxes, net of federal benefit 7.1 7.6 6.2 Tax impact of federal law change — — 1.2 Executive compensation (3.3 ) (0.3 ) — Other permanent items (0.4 ) (0.8 ) (0.5 ) Income tax benefit effective rate 15.1 % 9.7 % 1.2 % |
Schedule of Unrecognized Tax Benefits | The reconciliation of unrecognized tax benefits at the beginning and end of the year is as follows: Year Ended December 31, 2019 2018 Beginning balance $ 293 $ — Gross increase related to prior year positions 396 — Gross increase related to acquisitions — 293 Gross increase related to current year positions 10,049 — Ending balance $ 10,738 $ 293 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | Selected summarized quarterly financial information for the years ended 2019 and 2018 is as follows: Three Months Ended March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 Revenues $ 54,808 $ 58,574 $ 60,541 $ 67,177 $ 71,296 $ 77,646 $ 79,702 $ 86,840 Cost of revenues 26,977 29,303 30,140 35,435 37,184 40,052 40,447 44,802 Gross profit 27,831 29,271 30,401 31,742 34,112 37,594 39,255 42,038 Operating expenses: Sales and marketing 10,966 12,108 11,467 13,583 15,805 15,866 15,700 16,576 Research and development 11,157 11,756 12,904 15,517 17,657 19,118 19,617 19,881 General and administrative 10,296 10,798 11,237 12,659 13,860 14,079 13,418 15,382 Acquisition related costs 256 258 1,811 1,820 2,718 1,977 2,758 8,574 Amortization of acquired intangibles 368 368 251 857 1,215 905 912 3,307 Unoccupied lease charges — 658 — — — — 244 176 Total operating expenses 33,043 35,946 37,670 44,436 51,255 51,945 52,649 63,896 Loss from operations (5,212 ) (6,675 ) (7,269 ) (12,694 ) (17,143 ) (14,351 ) (13,394 ) (21,858 ) Total other income (expense), net (1,023 ) (2,105 ) (1,877 ) (2,345 ) (2,207 ) (3,217 ) (5,206 ) (5,988 ) Loss before income taxes (6,235 ) (8,780 ) (9,146 ) (15,039 ) (19,350 ) (17,568 ) (18,600 ) (27,846 ) Benefit from income taxes 187 153 287 3,176 39 237 31 12,180 Net loss $ (6,048 ) $ (8,627 ) $ (8,859 ) $ (11,863 ) $ (19,311 ) $ (17,331 ) $ (18,569 ) $ (15,666 ) Net loss per common share, basic and diluted $ (0.14 ) $ (0.20 ) $ (0.21 ) $ (0.27 ) $ (0.44 ) $ (0.39 ) $ (0.39 ) $ (0.32 ) |
Organization and Description _2
Organization and Description of Business (Details) | Dec. 31, 2019 |
Q2 Software, Inc. | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Ownership percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2019 | Oct. 15, 2018 | Feb. 28, 2018 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||||||
Unbilled receivables | $ 4,300,000 | $ 3,200,000 | |||||
Allowance for sales credits | (539,000) | (367,000) | $ (226,000) | $ (228,000) | |||
Advertising costs | 1,300,000 | 1,500,000 | 700,000 | ||||
Amortization of capitalized software development costs | 800,000 | 500,000 | |||||
Unrecognized tax benefits | 10,738,000 | 293,000 | 0 | ||||
Amount of unrecognized tax benefits reasonably possible to be resolved in next twelve months | $ 10,000,000 | ||||||
Conversion price (usd per share) | $ 88.61 | $ 57.38 | |||||
Warrant strike price (usd per share) | $ 78.75 | ||||||
Cloud Lending, Inc. | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of contingent earn-out payments | $ 59,500,000 | ||||||
Other Noncurrent Liabilities | Cloud Lending, Inc. | |||||||
Debt Instrument [Line Items] | |||||||
Fair value contingent consideration | $ 24,100,000 | ||||||
Convertible Senior Notes Due February 2023 | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 316,300,000 | $ 230,000,000 | |||||
Conversion price (usd per share) | $ 88.61 | $ 57.38 | |||||
Convertible Senior Notes Due June 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 316,300,000 | ||||||
Software Development Costs for Software Sold, Leased or Otherwise Marketed | |||||||
Debt Instrument [Line Items] | |||||||
Capitalized software development costs | $ 0 | 0 | 1,000,000 | ||||
Amortization of capitalized software development costs | 800,000 | 800,000 | 500,000 | ||||
Internal Software Development Costs | |||||||
Debt Instrument [Line Items] | |||||||
Capitalized software development costs | 200,000 | 0 | 0 | ||||
Amortization of capitalized software development costs | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Allowance for Sales Credits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning Balance | $ 367 | $ 226 | $ 228 |
Additions | 1,388 | 1,845 | 683 |
Deductions | (1,216) | (1,704) | (685) |
Ending Balance | $ 539 | $ 367 | $ 226 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Deferred Revenue (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Accounting Policies [Abstract] | |
Cash received in advance and not recognized as revenue | $ 330.8 |
Increase in deferred revenue from acquisitions | 12.1 |
Increase in deferred revenue from netting of contract assets and liabilities | 5.2 |
Revenue recognized from current year invoices | (291.3) |
Revenue recognized that was included in the contract liability balance | $ (31.6) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Performance Obligations (Details) $ in Billions | Dec. 31, 2019USD ($) |
Accounting Policies [Abstract] | |
Revenue from remaining performance obligations | $ 1.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 48.00% |
Performance obligations expected to be satisfied, expected timing | 24 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 39.00% |
Performance obligations expected to be satisfied, expected timing | 24 months |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Deferred Implementation Costs, Deferred Solution and Other Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Minimum | ||
Capitalized Contract Cost [Line Items] | ||
Expected period of customer benefit | 5 years | |
Maximum | ||
Capitalized Contract Cost [Line Items] | ||
Expected period of customer benefit | 7 years | |
Deferred Implementation Costs | ||
Capitalized Contract Cost [Line Items] | ||
Capitalization of implementation costs | $ 14.3 | $ 7.3 |
Amortization of capitalized implementation costs | 7.7 | 4.7 |
Deferred Commissions | ||
Capitalized Contract Cost [Line Items] | ||
Capitalization of implementation costs | 14.2 | 6.7 |
Amortization of capitalized implementation costs | $ 6 | $ 3.6 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Computer hardware and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computer hardware and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Purchased software and licenses | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Purchased software and licenses | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Disaggregation of Revenues by Major Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total Revenues | $ 86,840 | $ 79,702 | $ 77,646 | $ 71,296 | $ 67,177 | $ 60,541 | $ 58,574 | $ 54,808 | $ 315,484 | $ 241,100 | $ 193,978 |
Subscription | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total Revenues | 221,983 | 168,226 | |||||||||
Transactional | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total Revenues | 48,396 | 39,232 | |||||||||
Services and Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total Revenues | $ 45,105 | $ 33,642 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Services and Other Revenues (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Technology Services, Other | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ 1.9 | $ 1.7 | $ 1.5 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | 0.00% | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 36 months | ||
Stock Options | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percentage) | 25.00% | ||
Award vesting period | 1 year | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Restricted Stock Units (RSUs) | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percentage) | 25.00% | ||
Restricted Stock Units (RSUs) | Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percentage) | 25.00% | ||
Restricted Stock Units (RSUs) | Tranche Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percentage) | 25.00% | ||
Restricted Stock Units (RSUs) | Tranche Four | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percentage) | 25.00% | ||
Market Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Dividend yield | 0.00% | ||
Market Stock Units | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percentage) | 33.00% | ||
Market Stock Units | Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percentage) | 33.00% | ||
Market Stock Units | Tranche Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percentage) | 200.00% |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Loss per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Net loss | $ (15,666) | $ (18,569) | $ (17,331) | $ (19,311) | $ (11,863) | $ (8,859) | $ (8,627) | $ (6,048) | $ (70,877) | $ (35,397) | $ (26,164) |
Denominator: | |||||||||||
Weighted-average common shares outstanding, basic and diluted (in shares) | 46,198 | 42,797 | 41,218 | ||||||||
Net loss per common share, basic and diluted (usd per share) | $ (0.32) | $ (0.39) | $ (0.39) | $ (0.44) | $ (0.27) | $ (0.21) | $ (0.20) | $ (0.14) | $ (1.53) | $ (0.83) | $ (0.63) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,692 | 5,372 | 5,643 | ||||||||
Stock options, restricted stock units, and market stock units | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,805 | 5,372 | 5,643 | ||||||||
Shares related to the 2023 Notes | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 887 | 0 | 0 | ||||||||
Shares related to the 2026 Notes | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 0 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 01, 2020 | Jan. 01, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Right of use assets | $ 35,388 | ||
Present value of lease liabilities | 45,219 | ||
Accounting Standards Update 2016-02 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Right of use assets | $ 27,000 | ||
Present value of lease liabilities | $ 36,200 | ||
Accounting Standards Update 2018-15 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Implementation costs related to hosting arrangements | $ 400 | ||
Forecast | Minimum | Accumulated Deficit | Accounting Standards Update 2016-13 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Cumulative effect of adoption of new accounting standard | $ 200 | ||
Forecast | Maximum | Accumulated Deficit | Accounting Standards Update 2016-13 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Cumulative effect of adoption of new accounting standard | $ 400 |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Nov. 30, 2018 | Oct. 15, 2018 | Jan. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||
Estimated useful lives | 6 years 1 month 6 days | ||||||
Payments to acquire assets from existing balances | $ 1,500 | ||||||
Hold-back payable | 200 | ||||||
Intangible assets acquired | $ 1,500 | ||||||
PrecisionLender | |||||||
Business Acquisition [Line Items] | |||||||
Cash paid to acquire businesses | $ 510,000 | $ 510,000 | |||||
Initial consideration deposited in escrow | 3,000 | ||||||
Escrow deposit to compensate for breaches of representation or violations | $ 1,800 | ||||||
Escrow deposit adjustment period | 60 days | ||||||
Period held in escrow | 18 months | ||||||
Compensation expense | $ 700 | ||||||
Consideration transferred in acquisition | 518,437 | ||||||
Acquisition related transaction costs | 6,600 | 6,600 | |||||
Goodwill acquired and deductible for tax purposes | $ 198,900 | ||||||
Revenue attributable to acquiree since date of acquisition | 2,500 | ||||||
Net loss attributable to acquiree since date of acquisition | 4,400 | ||||||
Gro Solutions | |||||||
Business Acquisition [Line Items] | |||||||
Cash paid to acquire businesses | $ 25,500 | ||||||
Initial consideration deposited in escrow | $ 400 | ||||||
Payments made to former shareholders from escrow deposit | 100 | ||||||
Compensation expense | 200 | $ 100 | |||||
Payments made to acquired employees and contractors | 100 | ||||||
Cloud Lending, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Cash paid to acquire businesses | $ 107,300 | ||||||
Initial consideration deposited in escrow | $ 10,500 | ||||||
Period held in escrow | 18 months | ||||||
Compensation expense | 1,600 | $ 300 | |||||
Payments made to acquired employees and contractors | $ 1,100 | ||||||
Consideration transferred in acquisition | $ 125,100 | ||||||
Fair value of contingent earn-out payments | $ 59,500 | ||||||
Minimum | PrecisionLender | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful lives | 5 years | ||||||
Minimum | Gro Solutions | |||||||
Business Acquisition [Line Items] | |||||||
Period held in escrow | 12 months | ||||||
Maximum | PrecisionLender | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful lives | 8 years | ||||||
Maximum | Gro Solutions | |||||||
Business Acquisition [Line Items] | |||||||
Period held in escrow | 18 months | ||||||
Other Noncurrent Liabilities | Cloud Lending, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Fair value contingent consideration | $ 24,100 | $ 24,100 | |||||
Acquired Technology and Assembled Workforce | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful lives | 3 years |
Business Combinations and Ass_4
Business Combinations and Asset Acquisitions - Purchase Consideration (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Oct. 15, 2018 | Dec. 31, 2019 |
PrecisionLender | |||
Business Acquisition [Line Items] | |||
Cash purchase price | $ 510,000 | $ 510,000 | |
Estimated working capital and other adjustments | 8,437 | ||
Total purchase price | $ 518,437 | ||
Cloud Lending, Inc. | |||
Business Acquisition [Line Items] | |||
Cash purchase price | $ 107,300 | ||
Total purchase price | $ 125,100 |
Business Combinations and Ass_5
Business Combinations and Asset Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Oct. 31, 2019 | Dec. 31, 2018 |
Assets acquired: | |||
Intangible assets, net | $ 223,861 | $ 63,296 | |
Goodwill | 462,023 | 107,907 | |
PrecisionLender | |||
Assets acquired: | |||
Cash | $ 12,860 | ||
Accounts receivable, net | 3,318 | ||
Prepaid expenses and other current assets | 1,347 | ||
Property and equipment, net | 1,552 | ||
Other long-term assets | 256 | ||
Right of use assets | 8,148 | ||
Intangible assets, net | 177,365 | ||
Goodwill | $ 354,200 | 354,173 | |
Total assets acquired | 559,019 | ||
Liabilities assumed: | |||
Accounts payable, accrued liabilities, and accrued compensation | 4,453 | ||
Lease liabilities | 9,325 | ||
Deferred tax liability | 14,994 | ||
Deferred revenues | 11,810 | ||
Total liabilities assumed | 40,582 | ||
Fair value of assets acquired and liabilities assumed | $ 518,437 | ||
Gro Solutions | |||
Assets acquired: | |||
Goodwill | 17,800 | ||
Cloud Lending, Inc. | |||
Assets acquired: | |||
Goodwill | $ 77,000 |
Business Combinations and Ass_6
Business Combinations and Asset Acquisitions - Finite-Lived Intangible Assets Acquired and Estimated Useful Lives (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Business Acquisition [Line Items] | |
Estimated useful lives | 6 years 1 month 6 days |
PrecisionLender | |
Business Acquisition [Line Items] | |
Estimated fair values | $ 177,365 |
Customer Relationships | |
Business Acquisition [Line Items] | |
Estimated useful lives | 4 years 9 months 18 days |
Customer Relationships | PrecisionLender | |
Business Acquisition [Line Items] | |
Estimated fair values | $ 54,045 |
Estimated useful lives | 5 years |
Trademark | |
Business Acquisition [Line Items] | |
Estimated useful lives | 8 years 4 months 24 days |
Trademark | PrecisionLender | |
Business Acquisition [Line Items] | |
Estimated fair values | $ 10,345 |
Estimated useful lives | 8 years |
Non-compete agreements | |
Business Acquisition [Line Items] | |
Estimated useful lives | 4 years 9 months 18 days |
Non-compete agreements | PrecisionLender | |
Business Acquisition [Line Items] | |
Estimated fair values | $ 11,525 |
Estimated useful lives | 5 years |
Acquired technology | |
Business Acquisition [Line Items] | |
Estimated useful lives | 6 years 7 months 6 days |
Acquired technology | PrecisionLender | |
Business Acquisition [Line Items] | |
Estimated fair values | $ 101,450 |
Estimated useful lives | 7 years |
Business Combinations and Ass_7
Business Combinations and Asset Acquisitions - Pro Forma Financial Information (Details) - PrecisionLender - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Total Revenues | $ 326,335 | $ 255,114 |
Net loss | $ (116,387) | $ (87,456) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents at fair value | $ 14,518 | $ 54,599 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 68,979 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level II) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 68,979 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level III) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 0 | |
Fair Value, Measurements, Recurring | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and non-financial liabilities at fair value | 24,120 | 16,862 |
Fair Value, Measurements, Recurring | Contingent Consideration | Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and non-financial liabilities at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration | Significant Other Observable Inputs (Level II) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and non-financial liabilities at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration | Significant Unobservable Inputs (Level III) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and non-financial liabilities at fair value | 24,120 | 16,862 |
Fair Value, Measurements, Recurring | U.S. government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 22,293 | |
Fair Value, Measurements, Recurring | U.S. government agency bonds | Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 0 | |
Fair Value, Measurements, Recurring | U.S. government agency bonds | Significant Other Observable Inputs (Level II) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 22,293 | |
Fair Value, Measurements, Recurring | U.S. government agency bonds | Significant Unobservable Inputs (Level III) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 0 | |
Fair Value, Measurements, Recurring | Corporate bonds and commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 32,325 | 44,734 |
Fair Value, Measurements, Recurring | Corporate bonds and commercial paper | Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Corporate bonds and commercial paper | Significant Other Observable Inputs (Level II) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 32,325 | 44,734 |
Fair Value, Measurements, Recurring | Corporate bonds and commercial paper | Significant Unobservable Inputs (Level III) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 1,952 | |
Fair Value, Measurements, Recurring | Certificates of deposit | Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 0 | |
Fair Value, Measurements, Recurring | Certificates of deposit | Significant Other Observable Inputs (Level II) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 1,952 | |
Fair Value, Measurements, Recurring | Certificates of deposit | Significant Unobservable Inputs (Level III) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 0 | |
Fair Value, Measurements, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents at fair value | 14,518 | 54,559 |
Fair Value, Measurements, Recurring | Money market funds | Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents at fair value | 14,518 | 54,559 |
Fair Value, Measurements, Recurring | Money market funds | Significant Other Observable Inputs (Level II) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Money market funds | Significant Unobservable Inputs (Level III) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents at fair value | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value Disclosures [Abstract] | |
Increase in fair value of contingent consideration | $ 7.3 |
Cash, Cash Equivalents and In_3
Cash, Cash Equivalents and Investments - Summary of Cash, Cash Equivalents and Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, amortized cost | $ 100,094 | $ 108,341 |
Investments, amortized cost | 69,094 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | (115) | |
Investments, fair value | 68,979 | |
U.S. government agency bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments, amortized cost | 22,330 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | (37) | |
Investments, fair value | 22,293 | |
Corporate bonds and commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments, amortized cost | 32,216 | 44,812 |
Gross unrealized gains | 110 | 0 |
Gross unrealized losses | (1) | (78) |
Investments, fair value | 32,325 | 44,734 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments, amortized cost | 1,952 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | 0 | |
Investments, fair value | 1,952 | |
Cash | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, amortized cost | 85,600 | 53,800 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, amortized cost | 14,518 | 54,599 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | 0 | 0 |
Cash equivalents, fair value | $ 14,518 | $ 54,599 |
Cash, Cash Equivalents and In_4
Cash, Cash Equivalents and Investments - Contractual Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||
Due within one year or less | $ 29,789 | $ 61,514 |
Due after one year through five years | 2,536 | 7,465 |
Total | $ 32,325 | $ 68,979 |
Cash, Cash Equivalents and In_5
Cash, Cash Equivalents and Investments - Securities in Continuous Loss Position (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | $ 67,142 | |
Gross Unrealized Loss | (115) | |
Fair Value | 67,027 | |
U.S. government agency bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | 22,330 | |
Gross Unrealized Loss | (37) | |
Fair Value | 22,293 | |
Corporate bonds and commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | $ 2,537 | 44,812 |
Gross Unrealized Loss | (1) | (78) |
Fair Value | $ 2,536 | $ 44,734 |
Deferred Solution and Other C_3
Deferred Solution and Other Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred solution costs | $ 10,658 | $ 7,142 |
Deferred commissions | 4,951 | 3,359 |
Deferred solution and other costs, current portion | 15,609 | 10,501 |
Deferred solution costs | 12,464 | 6,625 |
Deferred commissions | 16,756 | 10,136 |
Deferred solution and other costs, net of current portion | $ 29,220 | $ 16,761 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 73,862 | $ 66,500 | |
Accumulated depreciation | (34,610) | (31,506) | |
Property and equipment, net | 39,252 | 34,994 | |
Depreciation and amortization | 28,457 | 16,802 | $ 14,946 |
Fixed Assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | 11,400 | 9,700 | $ 9,200 |
Computer hardware and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 40,887 | 37,825 | |
Purchased software and licenses | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 11,509 | 9,687 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 6,811 | 5,934 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 14,655 | $ 13,054 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)operating_segmentreporting_unit | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Oct. 31, 2019USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 462,023,000 | $ 107,907,000 | $ 462,023,000 | $ 107,907,000 | ||||||||
Number of operating segments | operating_segment | 1 | |||||||||||
Number of reporting units | reporting_unit | 1 | |||||||||||
Impairment of goodwill | $ 0 | |||||||||||
Amortization of acquired intangibles | 3,307,000 | $ 912,000 | $ 905,000 | $ 1,215,000 | 857,000 | $ 251,000 | $ 368,000 | $ 368,000 | 6,339,000 | 1,844,000 | $ 1,481,000 | |
Capitalized software and development costs | 252,992,000 | 81,876,000 | 252,992,000 | 81,876,000 | ||||||||
Amortization of capitalized software development costs | 800,000 | 500,000 | ||||||||||
Capitalized software development costs | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Capitalized software and development costs | 4,151,000 | 3,975,000 | $ 4,151,000 | 3,975,000 | ||||||||
Estimated useful life | 5 years | |||||||||||
Cost of revenues | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Amortization of acquired intangibles | $ 9,900,000 | 4,500,000 | 3,600,000 | |||||||||
Operating Expense | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Amortization of acquired intangibles | $ 6,300,000 | 1,800,000 | $ 1,500,000 | |||||||||
Minimum | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Estimated useful life | 2 years | |||||||||||
Maximum | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Estimated useful life | 10 years | |||||||||||
Maximum | Capitalized software development costs | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Estimated useful life | 5 years | |||||||||||
PrecisionLender | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 354,200,000 | $ 354,200,000 | $ 354,173,000 | |||||||||
Cloud Lending, Inc. | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | 77,000,000 | 77,000,000 | ||||||||||
Gro Solutions | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 17,800,000 | $ 17,800,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 252,992 | $ 81,876 |
Accumulated Amortization | (29,131) | (18,580) |
Net Carrying Amount | 223,861 | 63,296 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 64,405 | 10,640 |
Accumulated Amortization | (5,746) | (2,148) |
Net Carrying Amount | 58,659 | 8,492 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 13,505 | 2,064 |
Accumulated Amortization | (1,375) | (668) |
Net Carrying Amount | 12,130 | 1,396 |
Trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 22,280 | 11,935 |
Accumulated Amortization | (3,653) | (2,350) |
Net Carrying Amount | 18,627 | 9,585 |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 148,613 | 53,183 |
Accumulated Amortization | (16,192) | (12,030) |
Net Carrying Amount | 132,421 | 41,153 |
Assembled workforce | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 38 | 79 |
Accumulated Amortization | (37) | (51) |
Net Carrying Amount | 1 | 28 |
Capitalized software development costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 4,151 | 3,975 |
Accumulated Amortization | (2,128) | (1,333) |
Net Carrying Amount | $ 2,023 | $ 2,642 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Asset Useful Life (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 6 years 1 month 6 days |
Customer Relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 4 years 9 months 18 days |
Non-compete agreements | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 4 years 9 months 18 days |
Trademark | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 8 years 4 months 24 days |
Acquired technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 6 years 7 months 6 days |
Assembled workforce | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 3 years |
Weighted Average Amortization Period | 1 month 6 days |
Capitalized software development costs | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 5 years |
Weighted Average Amortization Period | 2 years 7 months 6 days |
Minimum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 2 years |
Minimum | Customer Relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 3 years |
Minimum | Non-compete agreements | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 2 years |
Minimum | Trademark | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 2 years |
Minimum | Acquired technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 3 years |
Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 10 years |
Maximum | Customer Relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 6 years |
Maximum | Non-compete agreements | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 5 years |
Maximum | Trademark | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 10 years |
Maximum | Acquired technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 7 years |
Maximum | Capitalized software development costs | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 5 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 39,988 | |
2021 | 38,855 | |
2022 | 37,958 | |
2023 | 37,230 | |
2024 | 32,325 | |
Thereafter | 37,505 | |
Net Carrying Amount | $ 223,861 | $ 63,296 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued data center equipment and software purchases | $ 1,987 | $ 81 |
Accrued transaction processing fees | 6,367 | 2,911 |
Accrued professional services | 1,757 | 1,382 |
Deferred rent | 1,260 | |
Other | 6,230 | 3,695 |
Total accrued liabilities | $ 16,341 | $ 9,329 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) ft² in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)ft²building | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Other Commitments [Line Items] | |||||||||||
Number of buildings occupied | building | 2 | ||||||||||
Unoccupied lease charges | $ 176 | $ 244 | $ 0 | $ 0 | $ 0 | $ 0 | $ 658 | $ 0 | $ 420 | $ 658 | $ 0 |
Operating lease liability, current | $ 9,140 | 9,140 | |||||||||
Rent expense | $ 5,300 | ||||||||||
Rent expense | $ 4,400 | $ 4,400 | |||||||||
Lease Two | |||||||||||
Other Commitments [Line Items] | |||||||||||
Leased square feet | ft² | 129 | ||||||||||
Lease renewal term | 10 years | 10 years | |||||||||
Lease One | |||||||||||
Other Commitments [Line Items] | |||||||||||
Leased square feet | ft² | 67 | ||||||||||
Lease renewal term | 5 years | 5 years | |||||||||
Austin Office Lease | |||||||||||
Other Commitments [Line Items] | |||||||||||
Unoccupied lease charges | $ 700 | ||||||||||
Atlanta Office Lease | |||||||||||
Other Commitments [Line Items] | |||||||||||
Unoccupied lease charges | $ 400 | ||||||||||
Operating lease liability, current | $ 400 | $ 400 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Operating Lease Cost, Lease Term and Discount Rate (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease expense: | |
Operating lease expense | $ 2,289 |
Sublease income | (157) |
Total lease expense | 2,132 |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | 2,011 |
Right-of-use assets obtained in exchange for operating lease liabilities as of December 31, 2019 | $ 35,388 |
Weighted-average remaining lease term - operating leases | 6 years 9 months 18 days |
Weighted-average discount rate - operating leases | 5.50% |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Minimum Payments Required Under Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Lease Liabilities, Payments Due [Abstract] | |
2020 | $ 9,688 |
2021 | 8,617 |
2022 | 8,170 |
2023 | 7,810 |
2024 | 6,741 |
Thereafter | 15,545 |
Total lease payments | 56,571 |
Less: present value discount | (11,352) |
Present value of lease liabilities | $ 45,219 |
Commitments and Contingencies_4
Commitments and Contingencies - Contractual Commitments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 25,510 |
2021 | 20,864 |
2022 | 17,118 |
2023 | 242,024 |
2024 | 2,652 |
Thereafter | 319,808 |
Total commitments | $ 627,976 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019USD ($)day$ / shares | Jun. 30, 2019USD ($)day | Feb. 28, 2018USD ($)day$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | ||||||
Conversion price (usd per share) | $ / shares | $ 88.61 | $ 57.38 | $ 88.61 | |||
Total cost of bond hedge | $ 41,700,000 | |||||
Number of warrants issued, subject to anti-dilution adjustments (in shares) | shares | 4 | |||||
Warrant strike price (usd per share) | $ / shares | $ 78.75 | |||||
Proceeds from warrants | $ 22,400,000 | $ 0 | $ 22,379,000 | $ 0 | ||
Convertible Senior Notes Due February 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Remaining discount and issuance costs amortization period | 3 years 2 months 12 days | |||||
Convertible Senior Notes Due June 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 316,300,000 | |||||
Remaining discount and issuance costs amortization period | 6 years 4 months 24 days | |||||
Convertible Debt | Convertible Senior Notes Due February 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 0.75% | 0.75% | 0.75% | |||
Principal amount | $ 316,300,000 | $ 230,000,000 | ||||
Initial conversion rate of common stock | 0.0174292 | |||||
Conversion price (usd per share) | $ / shares | $ 88.61 | $ 57.38 | $ 88.61 | |||
Limitation on sale of common stock, sale price threshold, number of trading days | day | 20 | 20 | 20 | |||
Limitation on sale of common stock, sale price threshold, trading period | day | 30 | 30 | 30 | |||
Threshold percentage of stock price trigger | 130.00% | 130.00% | 130.00% | |||
Number of consecutive business days | 5 days | |||||
Percentage of closing sale price in excess of convertible notes | 98.00% | |||||
Redemption price percentage | 100.00% | 100.00% | ||||
Effective interest rate for liability component | 5.875% | |||||
Issuance costs attributable to the liability component | $ 5,300,000 | $ 5,300,000 | ||||
Net issuance costs | $ 1,500,000 | $ 1,500,000 | ||||
Number of securities called by warrants (in shares) | shares | 0.9 | |||||
Convertible Debt | Convertible Senior Notes Due June 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Initial conversion rate of common stock | 0.0112851 | |||||
Number of consecutive business days | 5 days | |||||
Effective interest rate for liability component | 5.38% | 5.38% | ||||
Issuance costs attributable to the liability component | $ 6,400,000 | $ 6,400,000 | ||||
Net issuance costs | $ 2,900,000 | $ 2,900,000 | ||||
Initial strike price (in usd per share) | $ / shares | $ 88.6124 | $ 88.6124 | ||||
Initial cap price (in usd per share) | $ / shares | $ 139 | $ 139 | ||||
Cost incurred in connection with capped calls | $ 40,800,000 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Convertible Notes (Details) - Convertible Debt - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Convertible Senior Notes Due February 2023 | |||
Liability component: | |||
Principal | $ 229,999 | $ 230,000 | |
Unamortized debt discount | (33,376) | (42,790) | |
Unamortized debt issuance costs | (3,486) | (4,487) | |
Net carrying amount | 193,137 | 182,723 | |
Equity component | |||
Net issuance costs | (1,500) | ||
Convertible Senior Notes Due June 2026 | |||
Liability component: | |||
Principal | 316,250 | ||
Unamortized debt discount | (78,672) | ||
Unamortized debt issuance costs | (5,931) | ||
Net carrying amount | 231,647 | ||
Equity component | |||
Net issuance costs | (2,900) | ||
Net carrying amount | 81,550 | ||
Additional Paid-In Capital | Convertible Senior Notes Due February 2023 | |||
Equity component | |||
Net carrying amount | $ 48,919 | $ 48,919 | |
Additional Paid-In Capital | Convertible Senior Notes Due June 2026 | |||
Equity component | |||
Net allocation of proceeds | $ 84,412 | ||
Net issuance costs | $ (2,862) |
Convertible Senior Notes - Sc_2
Convertible Senior Notes - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | $ 1,467 | $ 829 | $ 28 |
Amortization of debt discount | 15,154 | 7,646 | $ 0 |
Convertible Senior Notes Due June 2026 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 593 | ||
Amortization of debt issuance costs | 466 | ||
Amortization of debt discount | 5,740 | ||
Total | 6,799 | ||
Convertible Senior Notes Due February 2023 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 1,725 | 1,482 | |
Amortization of debt issuance costs | 1,001 | 829 | |
Amortization of debt discount | 9,414 | 7,646 | |
Total | $ 12,140 | $ 9,957 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 12, 2019 | Jun. 10, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of common stock, net of issuance costs | $ 195,289 | $ 0 | $ 0 | ||
Underwriting discounts, commissions and offering costs | $ 8,200 | ||||
Public Stock Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Issuance of common stock from registered public offering (in shares) | 395,698 | 2,637,986 | |||
Issuance of common stock from registered public offering (in usd per share) | $ 69.50 | ||||
Public Stock Offering - Shares From Parent | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Issuance of common stock from registered public offering (in shares) | 2,913,684 | ||||
Issuance of common stock from registered public offering (in usd per share) | $ 69.50 | ||||
Public Stock Offering - Shares From Existing Shareholders | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Issuance of common stock from registered public offering (in usd per share) | $ 120,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | Jan. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 0 | 12,000 | 643,000 | |
Aggregate intrinsic value of options exercised in period | $ 71 | $ 42.8 | $ 33.9 | |
Aggregate intrinsic value of options outstanding | 81.6 | |||
Unrecognized stock-based compensation expense, related to stock options | $ 3 | |||
2014 Stock Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for future issuance under the plan (in shares) | 9,186,000 | |||
Additional shares authorized under the plan, percentage increase | 4.50% | |||
Shares added to plan, automatic increase provision (in shares) | 1,959,000 | |||
Shares transferred from the previous plan that expired or terminated (in shares) | 0 | |||
Initial reserve of shares under the plan (in shares) | 11,145,000 | |||
Granted (in shares) | 2,706,000 | |||
Shares available for future issuance under the plan (in shares) | 4,506,000 | |||
Total fair market value of stock options vested during the period | $ 4.2 | $ 7.7 | $ 8.1 | |
2007 Stock Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future issuance under the plan (in shares) | 0 | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Unrecognized stock-based compensation, period for recognition | 3 years | |||
Unrecognized stock-based compensation expense | $ 97.8 | |||
Restricted Stock Units (RSUs) | Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights (percentage) | 25.00% | |||
Restricted Stock Units (RSUs) | Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights (percentage) | 25.00% | |||
Restricted Stock Units (RSUs) | Tranche Three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights (percentage) | 25.00% | |||
Restricted Stock Units (RSUs) | 2014 Stock Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for future issuance under the plan (in shares) | 4,763,000 | |||
Shares transferred from the previous plan that expired or terminated (in shares) | 830,000 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 0 | |||
Vesting period | 36 months | |||
Unrecognized stock-based compensation, period for recognition | 1 year 2 months 12 days | |||
Stock Options | Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Award vesting rights (percentage) | 25.00% | |||
Market Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Unrecognized stock-based compensation, period for recognition | 1 year 9 months 18 days | |||
Unrecognized stock-based compensation expense | $ 6.6 | |||
Market Stock Units | Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights (percentage) | 33.00% | |||
Market Stock Units | Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights (percentage) | 33.00% | |||
Market Stock Units | Tranche Three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights (percentage) | 200.00% |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Used in Estimating Fair Value of Options Granted (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.60% | |
Risk-free interest rate, minimum | 1.70% | |
Risk-free interest rate, maximum | 2.10% | |
Expected life (in years) | 4 years 9 months 18 days | 4 years 9 months 18 days |
Expected volatility | 41.00% | |
Expected volatility, minimum | 41.50% | |
Expected volatility, maximum | 43.10% | |
Dividend yield | 0.00% | 0.00% |
Weighted-average grant date fair value per share (in dollars per share) | $ 18.14 | $ 14.17 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Options | |||
Beginning balance (in shares) | 2,654 | 3,692 | 4,434 |
Granted (in shares) | 0 | 12 | 643 |
Exercised (in shares) | (1,180) | (1,038) | (1,205) |
Forfeited (in shares) | (55) | (12) | (180) |
Ending balance (in shares) | 1,419 | 2,654 | 3,692 |
Weighted Average Exercise Price | |||
Options outstanding, beginning (in dollars per share) | $ 19.72 | $ 17.63 | $ 12.91 |
Granted (in dollars per share) | 0 | 47 | 36.44 |
Exercised (in dollars per share) | 14.15 | 10.07 | 10.07 |
Forfeited (in dollars per share) | 39.27 | 27.93 | 19.15 |
Options outstanding, ending (in dollars per share) | $ 23.61 | $ 19.72 | $ 17.63 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Options by Range of Exercise Prices (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, number of options (in shares) | shares | 1,419 |
Options outstanding, weighted average exercise price (in dollars per share) | $ 23.61 |
Options outstanding, weighted average remaining contractual life (in years) | 2 years 10 months 24 days |
Options exercisable, number of options (in shares) | shares | 1,177 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 21.68 |
Options exercisable, weighted average remaining contractual life (in years) | 2 years 8 months 12 days |
$0.84 - $5.05 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | $ 0.84 |
Exercise price range, upper range limit (in dollars per share) | $ 5.05 |
Options outstanding, number of options (in shares) | shares | 69 |
Options outstanding, weighted average exercise price (in dollars per share) | $ 2 |
Options outstanding, weighted average remaining contractual life (in years) | 1 year 4 months 24 days |
Options exercisable, number of options (in shares) | shares | 69 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 2 |
Options exercisable, weighted average remaining contractual life (in years) | 1 year 4 months 24 days |
$7.48 - $13.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | $ 7.48 |
Exercise price range, upper range limit (in dollars per share) | $ 13 |
Options outstanding, number of options (in shares) | shares | 157 |
Options outstanding, weighted average exercise price (in dollars per share) | $ 9.42 |
Options outstanding, weighted average remaining contractual life (in years) | 1 year 1 month 6 days |
Options exercisable, number of options (in shares) | shares | 157 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 9.42 |
Options exercisable, weighted average remaining contractual life (in years) | 1 year 1 month 6 days |
$15.07 - $24.33 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | $ 15.07 |
Exercise price range, upper range limit (in dollars per share) | $ 24.33 |
Options outstanding, number of options (in shares) | shares | 554 |
Options outstanding, weighted average exercise price (in dollars per share) | $ 18.65 |
Options outstanding, weighted average remaining contractual life (in years) | 2 years 6 months |
Options exercisable, number of options (in shares) | shares | 537 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 18.60 |
Options exercisable, weighted average remaining contractual life (in years) | 2 years 6 months |
$24.89 - $47.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | $ 24.89 |
Exercise price range, upper range limit (in dollars per share) | $ 47 |
Options outstanding, number of options (in shares) | shares | 639 |
Options outstanding, weighted average exercise price (in dollars per share) | $ 33.75 |
Options outstanding, weighted average remaining contractual life (in years) | 3 years 10 months 24 days |
Options exercisable, number of options (in shares) | shares | 414 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 33.57 |
Options exercisable, weighted average remaining contractual life (in years) | 3 years 9 months 18 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock and Market Unit Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock Units (RSUs) | ||||
Number of Shares | ||||
Nonvested, beginning (in shares) | 1,937 | 1,680 | 1,210 | |
Granted (in shares) | 904 | 910 | 939 | |
Vested (in shares) | (683) | (537) | (349) | |
Forfeited (in shares) | (206) | (116) | (120) | |
Nonvested, ending (in shares) | 1,952 | 1,937 | 1,680 | |
Weighted Average Grant Date Fair Value | ||||
Nonvested, beginning (in dollars per share) | $ 58.86 | $ 43.50 | $ 32.65 | $ 25.87 |
Granted (in dollars per share) | 74.75 | 55.60 | 38.58 | |
Vested (in dollars per share) | 39.10 | 31.68 | 26.35 | |
Forfeited (in dollars per share) | 49.54 | 35.96 | 28.94 | |
Nonvested, ending (in dollars per share) | $ 58.86 | $ 43.50 | $ 32.65 | |
Market Stock Units | ||||
Number of Shares | ||||
Nonvested, beginning (in shares) | 260 | 0 | ||
Granted (in shares) | 264 | 260 | ||
Vested (in shares) | (87) | 0 | ||
Forfeited (in shares) | (3) | 0 | ||
Nonvested, ending (in shares) | 434 | 260 | 0 | |
Weighted Average Grant Date Fair Value | ||||
Nonvested, beginning (in dollars per share) | $ 28.85 | $ 21.98 | $ 0 | |
Granted (in dollars per share) | 30.31 | 21.98 | ||
Vested (in dollars per share) | 12.76 | 0 | ||
Forfeited (in dollars per share) | 26.34 | 0 | ||
Nonvested, ending (in dollars per share) | $ 28.85 | $ 21.98 | $ 0 |
Stock-Based Compensation - Mont
Stock-Based Compensation - Monte Carlo Simulation For Market Stock Units Granted (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility, minimum | 41.50% | ||
Volatility, maximum | 43.10% | ||
Risk-free interest rate, minimum | 1.70% | ||
Risk-free interest rate, maximum | 2.10% | ||
Dividend yield | 0.00% | 0.00% | |
Longest remaining performance period (in years) | 4 years 9 months 18 days | 4 years 9 months 18 days | |
Market Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility, minimum | 30.70% | ||
Volatility, maximum | 31.30% | ||
Risk-free interest rate, minimum | 1.60% | ||
Risk-free interest rate, maximum | 2.40% | ||
Dividend yield | 0.00% | ||
Longest remaining performance period (in years) | 3 years |
Provision for Income Taxes - Co
Provision for Income Taxes - Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income (Loss) Before Taxes [Line Items] | |||||||||||
Loss before income taxes | $ (27,846) | $ (18,600) | $ (17,568) | $ (19,350) | $ (15,039) | $ (9,146) | $ (8,780) | $ (6,235) | $ (83,364) | $ (39,200) | $ (26,478) |
U.S. | |||||||||||
Income (Loss) Before Taxes [Line Items] | |||||||||||
Loss before income taxes | (85,325) | (39,360) | |||||||||
Non-U.S. | |||||||||||
Income (Loss) Before Taxes [Line Items] | |||||||||||
Loss before income taxes | $ 1,961 | $ 160 |
Provision for Income Taxes - _2
Provision for Income Taxes - Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current taxes: | |||||||||||
Federal | $ 0 | $ 0 | $ (100) | ||||||||
Foreign | 918 | 83 | 62 | ||||||||
State | 101 | 69 | 74 | ||||||||
Total current taxes | 1,019 | 152 | 36 | ||||||||
Deferred taxes: | |||||||||||
Federal | 129 | (305) | 32 | ||||||||
Change in valuation allowance - acquisitions | (14,994) | (2,970) | 0 | ||||||||
Foreign | (113) | (2) | 0 | ||||||||
State | 1,472 | (678) | (382) | ||||||||
Total deferred taxes | (13,506) | (3,955) | (350) | ||||||||
Benefit from income taxes | $ (12,180) | $ (31) | $ (237) | $ (39) | $ (3,176) | $ (287) | $ (153) | $ (187) | $ (12,487) | $ (3,803) | $ (314) |
Provision for Income Taxes - Na
Provision for Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||
Increase (decrease) in valuation allowance | $ 42,200 | ||
Increase in valuation allowance from issuance of convertible debt | 10,000 | ||
Increase in valuation allowance related to acquisition | 15,000 | ||
Undistributed earnings of foreign subsidiaries | 2,100 | ||
Remeasurement of deferred tax balances | $ 200 | ||
Unrecognized tax benefits | $ 0 | 10,738 | $ 293 |
Unrecognized tax benefits that impact annual effective tax rate | 700 | ||
Accrued interest | 100 | ||
Amount of unrecognized tax benefits reasonably possible to be resolved in next twelve months | 10,000 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 425,000 | 276,900 | |
State | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credits | 2,400 | 1,200 | |
Research Tax Credit Carryforward | Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credits | $ 8,100 | $ 3,200 |
Provision for Income Taxes - Si
Provision for Income Taxes - Significant Components of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
NOL and credit carryforwards | $ 109,610 | $ 69,339 |
Deferred revenue | 10,082 | 5,064 |
Accrued expenses and other | 2,596 | 5,347 |
Stock-based compensation | 5,894 | 5,494 |
Lease liabilities | 10,778 | |
Interest expense carryforwards | 619 | 0 |
Convertible debt hedge | 9,932 | 0 |
Foreign | 0 | 41 |
Total deferred tax assets | 149,511 | 85,285 |
Deferred tax liabilities: | ||
Deferred expenses | (10,264) | (6,717) |
Convertible debt | (27,115) | (10,045) |
Depreciation and amortization | (31,610) | (12,830) |
Capitalized software | (490) | (637) |
Right of use assets | (8,400) | |
Total deferred tax liabilities | (77,879) | (30,229) |
Deferred tax assets less tax liabilities | 71,632 | 55,056 |
Less: valuation allowance | (71,945) | (53,936) |
Net deferred tax asset (liability) | $ (313) | |
Net deferred tax asset (liability) | $ 1,120 |
Provision for Income Taxes - In
Provision for Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income tax at U.S. statutory rate | 21.00% | 21.00% | 34.00% |
Increase in deferred tax valuation allowance | (50.60%) | (50.60%) | (77.10%) |
Stock compensation | 20.70% | 21.90% | 32.70% |
Acquisitions | 15.80% | 5.90% | 0.00% |
R&D credit | 4.80% | 5.00% | 4.70% |
State taxes, net of federal benefit | 7.10% | 7.60% | 6.20% |
Tax impact of federal law change | 0.00% | 0.00% | 1.20% |
Executive compensation | (3.30%) | (0.30%) | 0.00% |
Other permanent items | (0.40%) | (0.80%) | (0.50%) |
Income tax benefit effective rate | 15.10% | 9.70% | 1.20% |
Provision for Income Taxes - Un
Provision for Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning balance | $ 293 | $ 0 |
Gross increase related to prior year positions | 396 | 0 |
Gross increase related to acquisitions | 0 | 293 |
Gross increase related to current year positions | 10,049 | 0 |
Unrecognized tax benefits, ending balance | $ 10,738 | $ 293 |
Employee Benefit Plan - Narrati
Employee Benefit Plan - Narrative (Details) - 401(k) Plan - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||
401(K) Plan, minimum annual contributions per employee, percent of total earnings | 1.00% | |
401 (K) Plan, maximum annual contributions per employee, percent of total earnings | 90.00% | |
Percentage match of employee contributions | 25.00% | |
Percentage match of each participant's compensation | 6.00% | |
Discretionary contribution | $ 1.4 | $ 0.9 |
Tranche One | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer's contribution vesting percentage | 50.00% | |
Vesting period of employer contributions | 1 year | |
Tranche Two | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer's contribution vesting percentage | 100.00% | |
Vesting period of employer contributions | 2 years |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |||
Revenue from a related-party customer | $ 0.6 | $ 0.4 | $ 0.4 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Revenues | $ 86,840 | $ 79,702 | $ 77,646 | $ 71,296 | $ 67,177 | $ 60,541 | $ 58,574 | $ 54,808 | $ 315,484 | $ 241,100 | $ 193,978 | |||
Cost of revenues | 44,802 | 40,447 | 40,052 | 37,184 | 35,435 | 30,140 | 29,303 | 26,977 | 162,485 | [1] | 121,855 | [1] | 99,485 | [1] |
Gross profit | 42,038 | 39,255 | 37,594 | 34,112 | 31,742 | 30,401 | 29,271 | 27,831 | 152,999 | 119,245 | 94,493 | |||
Operating expenses: | ||||||||||||||
Sales and marketing | 16,576 | 15,700 | 15,866 | 15,805 | 13,583 | 11,467 | 12,108 | 10,966 | 63,947 | [1] | 48,124 | [1] | 41,170 | [1] |
Research and development | 19,881 | 19,617 | 19,118 | 17,657 | 15,517 | 12,904 | 11,756 | 11,157 | 76,273 | [1] | 51,334 | [1] | 40,338 | [1] |
General and administrative | 15,382 | 13,418 | 14,079 | 13,860 | 12,659 | 11,237 | 10,798 | 10,296 | 56,739 | [1] | 44,990 | [1] | 37,179 | [1] |
Acquisition related costs | 8,574 | 2,758 | 1,977 | 2,718 | 1,820 | 1,811 | 258 | 256 | 16,027 | 4,145 | 1,232 | |||
Amortization of acquired intangibles | 3,307 | 912 | 905 | 1,215 | 857 | 251 | 368 | 368 | 6,339 | 1,844 | 1,481 | |||
Unoccupied lease charges | 176 | 244 | 0 | 0 | 0 | 0 | 658 | 0 | 420 | 658 | 0 | |||
Total operating expenses | 63,896 | 52,649 | 51,945 | 51,255 | 44,436 | 37,670 | 35,946 | 33,043 | 219,745 | 151,095 | 121,400 | |||
Loss from operations | (21,858) | (13,394) | (14,351) | (17,143) | (12,694) | (7,269) | (6,675) | (5,212) | (66,746) | (31,850) | (26,907) | |||
Total other income (expense), net | (5,988) | (5,206) | (3,217) | (2,207) | (2,345) | (1,877) | (2,105) | (1,023) | (16,618) | (7,350) | 429 | |||
Loss before income taxes | (27,846) | (18,600) | (17,568) | (19,350) | (15,039) | (9,146) | (8,780) | (6,235) | (83,364) | (39,200) | (26,478) | |||
Benefit from income taxes | 12,180 | 31 | 237 | 39 | 3,176 | 287 | 153 | 187 | 12,487 | 3,803 | 314 | |||
Net loss | $ (15,666) | $ (18,569) | $ (17,331) | $ (19,311) | $ (11,863) | $ (8,859) | $ (8,627) | $ (6,048) | $ (70,877) | $ (35,397) | $ (26,164) | |||
Net loss per common share, basic and diluted (usd per share) | $ (0.32) | $ (0.39) | $ (0.39) | $ (0.44) | $ (0.27) | $ (0.21) | $ (0.20) | $ (0.14) | $ (1.53) | $ (0.83) | $ (0.63) | |||
[1] | Includes stock-based compensation expenses as follows: Year Ended December 31, 2019 2018 2017 Cost of revenues $ 6,427 $ 4,773 $ 3,729 Sales and marketing 7,740 5,837 3,243 Research and development 9,864 6,852 4,464 General and administrative 15,347 11,758 9,503 Total stock-based compensation expenses $ 39,378 $ 29,220 $ 20,939 |
Uncategorized Items - a191231qt
Label | Element | Value |
Accounting Standards Update 2014-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 15,842,000 |
Accounting Standards Update 2014-09 [Member] | Additional Paid-in Capital [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 167,000 |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 15,842,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (167,000) |