Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Everbridge, Inc. | |
Entity Central Index Key | 0001437352 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 37,660,267 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-37874 | |
Entity Tax Identification Number | 26-2919312 | |
Entity Address, Address Line One | 25 Corporate Drive | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Burlington | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01803 | |
City Area Code | 818 | |
Local Phone Number | 230-9700 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | EVBG | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 734,752 | $ 467,171 |
Restricted cash | 4,667 | 4,667 |
Accounts receivable, net | 84,810 | 94,376 |
Prepaid expenses | 13,479 | 11,774 |
Deferred costs and other current assets | 22,004 | 20,464 |
Total current assets | 859,712 | 598,452 |
Property and equipment, net | 8,501 | 7,774 |
Capitalized software development costs, net | 16,787 | 16,329 |
Goodwill | 234,779 | 187,411 |
Intangible assets, net | 130,874 | 113,762 |
Restricted cash | 3,788 | 3,792 |
Prepaid expenses | 1,574 | 1,943 |
Deferred costs and other assets | 32,188 | 31,481 |
Total assets | 1,288,203 | 960,944 |
Current liabilities: | ||
Accounts payable | 8,829 | 9,698 |
Accrued payroll and employee related liabilities | 25,606 | 27,674 |
Accrued expenses | 12,047 | 7,246 |
Deferred revenue | 178,822 | 165,389 |
Contingent consideration liabilities | 19,331 | 10,619 |
Other current liabilities | 14,698 | 15,602 |
Total current liabilities | 259,333 | 236,228 |
Long-term liabilities: | ||
Deferred revenue, noncurrent | 5,637 | 4,738 |
Convertible senior notes | 638,165 | 441,514 |
Deferred tax liabilities | 13,608 | 10,065 |
Other long-term liabilities | 14,880 | 16,094 |
Total liabilities | 931,623 | 708,639 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, par value $0.001, 10,000,000 shares authorized, no shares issued or outstanding as of March 31, 2021 and December 31, 2020, respectively | ||
Common stock, $0.001 par value, 100,000,000 shares authorized, 37,612,199 and 35,449,447 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 38 | 35 |
Additional paid-in capital | 671,434 | 542,776 |
Accumulated deficit | (315,105) | (293,316) |
Accumulated other comprehensive income | 213 | 2,810 |
Total stockholders’ equity | 356,580 | 252,305 |
Total liabilities and stockholders’ equity | $ 1,288,203 | $ 960,944 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 37,612,199 | 35,449,447 |
Common stock, shares outstanding | 37,612,199 | 35,449,447 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 82,210 | $ 58,900 |
Cost of revenue | 25,280 | 20,889 |
Gross profit | 56,930 | 38,011 |
Operating expenses: | ||
Sales and marketing | 34,527 | 29,588 |
Research and development | 18,079 | 14,172 |
General and administrative | 22,562 | 15,911 |
Total operating expenses | 75,168 | 59,671 |
Operating loss | (18,238) | (21,660) |
Other expense, net: | ||
Interest and investment income | 133 | 1,573 |
Interest expense | (6,560) | (5,922) |
Loss on extinguishment of convertible notes and capped call modification | (2,888) | |
Other expense, net | (49) | (77) |
Total other expense, net | (9,364) | (4,426) |
Loss before income taxes | (27,602) | (26,086) |
Benefit from income taxes | 5,813 | 701 |
Net loss | $ (21,789) | $ (25,385) |
Net loss per share attributable to common stockholders: | ||
Basic | $ (0.60) | $ (0.74) |
Diluted | $ (0.60) | $ (0.74) |
Weighted-average common shares outstanding: | ||
Basic | 36,386,819 | 34,075,071 |
Diluted | 36,386,819 | 34,075,071 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (21,789) | $ (25,385) |
Other comprehensive loss: | ||
Foreign currency translation adjustment, net of taxes | (2,597) | (6,520) |
Total comprehensive loss | $ (24,386) | $ (31,905) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (unaudited) - USD ($) $ in Thousands | Total | Convertible Senior Notes Due 2022 | Convertible Senior Notes Due 2026 | Common Stock | Common StockConvertible Senior Notes Due 2022 | Additional Paid-in Capital | Additional Paid-in CapitalConvertible Senior Notes Due 2022 | Additional Paid-in CapitalConvertible Senior Notes Due 2026 | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance at Dec. 31, 2019 | $ 220,312 | $ 34 | $ 425,945 | $ (199,920) | $ (5,747) | |||||
Beginning Balance, shares at Dec. 31, 2019 | 33,848,627 | |||||||||
Issuance of common stock in connection with acquisition | 30,434 | 30,434 | ||||||||
Issuance of common stock in connection with acquisition, shares | 301,941 | |||||||||
Stock-based compensation | 10,368 | 10,368 | ||||||||
Vesting of restricted stock units and performance-based restricted stock units, shares | 44,606 | |||||||||
Restricted stock units and performance-based restricted stock units withheld to settle employee tax withholding liability | (400) | (400) | ||||||||
Restricted stock units and performance-based restricted stock units withheld to settle employee tax withholding liability, shares | (4,483) | |||||||||
Exercise of stock options | 2,989 | 2,989 | ||||||||
Exercise of stock options, shares | 126,374 | |||||||||
Issuance of shares under employee stock purchase plan | 1,710 | 1,710 | ||||||||
Issuance of shares under employee stock purchase plan, shares | 30,943 | |||||||||
Other comprehensive loss | (6,520) | (6,520) | ||||||||
Net loss | (25,385) | (25,385) | ||||||||
Balance at Mar. 31, 2020 | 233,508 | $ 34 | 471,046 | (225,305) | (12,267) | |||||
Ending Balance, shares at Mar. 31, 2020 | 34,348,008 | |||||||||
Balance at Dec. 31, 2020 | 252,305 | $ 35 | 542,776 | (293,316) | 2,810 | |||||
Beginning Balance, shares at Dec. 31, 2020 | 35,449,447 | |||||||||
Issuance of common stock in connection with acquisition | 23,032 | 23,032 | ||||||||
Issuance of common stock in connection with acquisition, shares | 162,820 | |||||||||
Stock-based compensation | 12,770 | 12,770 | ||||||||
Vesting of restricted stock units and performance-based restricted stock units | 1 | $ 1 | ||||||||
Vesting of restricted stock units and performance-based restricted stock units, shares | 64,304 | |||||||||
Restricted stock units and performance-based restricted stock units withheld to settle employee tax withholding liability | (1,611) | (1,611) | ||||||||
Restricted stock units and performance-based restricted stock units withheld to settle employee tax withholding liability, shares | (11,649) | |||||||||
Exercise of stock options | $ 1,604 | 1,604 | ||||||||
Exercise of stock options, shares | 52,955 | 52,955 | ||||||||
Issuance of shares under employee stock purchase plan | $ 2,451 | 2,451 | ||||||||
Issuance of shares under employee stock purchase plan, shares | 23,499 | |||||||||
Equity component of convertible notes due 2026, net of allocated issuance costs and taxes | $ 99,000 | $ 99,000 | ||||||||
Purchase of capped call hedge for the convertible notes due 2026, including issuance costs | $ (35,124) | $ (35,124) | ||||||||
Equity component of settlement of convertible notes due 2022 | $ 15,652 | $ 2 | $ 15,650 | |||||||
Equity component of settlement of convertible notes due 2022, shares | 1,870,823 | |||||||||
Termination and modification of capped call hedge for convertible notes due 2022 | $ 10,886 | $ 10,886 | ||||||||
Other comprehensive loss | (2,597) | (2,597) | ||||||||
Net loss | (21,789) | (21,789) | ||||||||
Balance at Mar. 31, 2021 | $ 356,580 | $ 38 | $ 671,434 | $ (315,105) | $ 213 | |||||
Ending Balance, shares at Mar. 31, 2021 | 37,612,199 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (21,789) | $ (25,385) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 10,843 | 6,656 |
Amortization of deferred costs | 3,722 | 2,922 |
Deferred income taxes | (6,701) | (1,246) |
Accretion of interest on debt | 6,313 | 5,436 |
Loss on extinguishment of convertible notes and capped call modification | 2,888 | |
Provision for credit losses and sales reserve | 1,562 | 925 |
Stock-based compensation | 12,685 | 10,310 |
Other non-cash adjustments | (147) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 11,482 | 445 |
Prepaid expenses | (1,221) | (3,057) |
Deferred costs | (3,450) | (4,720) |
Other assets | (2,768) | (4,069) |
Accounts payable | (911) | (1,072) |
Accrued payroll and employee related liabilities | (2,130) | 3,221 |
Accrued expenses | 3,012 | 1,732 |
Deferred revenue | 8,373 | 5,118 |
Other liabilities | (1,955) | 3,585 |
Net cash provided by operating activities | 19,808 | 801 |
Cash flows from investing activities: | ||
Capital expenditures | (1,812) | (524) |
Payments for acquisition of business, net of acquired cash | (32,401) | (34,941) |
Additions to capitalized software development costs | (2,495) | (2,004) |
Net cash used in investing activities | (36,708) | (37,469) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible notes | 375,000 | |
Payments of debt issuance costs | (9,562) | (131) |
Purchase of convertible notes capped call hedge | (35,100) | |
Repurchase of convertible notes | (58,641) | |
Proceeds from termination of convertible notes capped call hedge | 10,650 | |
Restricted stock units withheld to settle employee tax withholding liability | (1,610) | (400) |
Proceeds from employee stock purchase plan | 2,451 | 1,710 |
Proceeds from stock option exercises | 1,604 | 2,989 |
Net cash provided by financing activities | 284,792 | 4,168 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (315) | (666) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 267,577 | (33,166) |
Cash, cash equivalents and restricted cash—beginning of period | 475,630 | 539,662 |
Cash, cash equivalents and restricted cash—end of period | 743,207 | 506,496 |
Supplemental disclosures of cash flow information: | ||
Interest | 318 | 184 |
Taxes, net of refunds received | 674 | |
Supplemental disclosure of non-cash activities: | ||
Common stock issued in connection with acquisitions | 23,032 | 30,434 |
Contingent consideration in connection with acquisitions | 9,135 | 2,530 |
Common stock issued in connection with settlement of convertible notes | 15,650 | |
Debt issuance costs included in accrued expenses | 1,078 | |
Stock-based compensation capitalized for software development costs | 85 | 58 |
Other non-cash activities | $ 100 | $ 703 |
Business and Nature of Operatio
Business and Nature of Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Business and Nature of Operations | (1) Business and Nature of Operations Everbridge, Inc., a Delaware corporation (together with its wholly-owned subsidiaries, referred to as “Everbridge” or the “Company”), is a global software company that provides enterprise software applications that automate and accelerate organizations’ operational response to critical events in order to keep people safe and organizations running. The Company’s SaaS-based platform enables the Company’s customers to manage and mitigate critical events. The Company’s enterprise applications, such as Mass Notification, Safety Connection, Incident Management, IT Alerting, Visual Command Center, Public Warning, Community Engagement, Risk Center, Crisis Management, Secure Collaboration, and Control Center, automate numerous critical event management (“CEM”) processes. The Company generates revenue primarily from subscription fees to the Company’s enterprise applications. The Company has operations in the United States, United Kingdom, Norway, China, Netherlands, India, New Zealand, France and other countries. Convertible Senior Notes In March 2021, the Company issued $375 million aggregate principal amount of 0% convertible senior notes due March 15, 2026 (the “2026 Notes”) In connection with the issuance of the 2026 Notes in March 2021, the Company paid $58.6 million in cash and issued 1,288,994 shares of common stock to repurchase $58.6 million principal amount of its 1.50 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, statements of stockholders’ equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2021 or any future period. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to judgment and use of estimates include the determination of the period of benefit for deferred commissions, relative stand-alone selling price for identified performance obligations in our revenue transactions, allowances for credit losses, the fair value of assets acquired and liabilities assumed in business combinations, the fair value of contingent consideration, the recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and intangible assets, contingencies, and the valuation and assumptions underlying stock-based compensation. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. In addition, the Company engages valuation specialists to assist with management’s determination of the valuation of its fair values of assets acquired and liabilities assumed in business combinations , convertible senior notes, and certain market-based performance equity awards. There have been significant changes to the global economic situation as a consequence of the COVID-19 pandemic. The global outbreak continues to cause instability and volatility in multiple markets where the Company conducts business which could cause changes to estimates as a result of the financial circumstances. Such changes to estimates could potentially result in impacts that would be material to the consolidated financial statements, particularly with respect to the timing of revenue recognition resulting from potential implementation delays, evaluating the recoverability of long-lived assets with finite useful lives for impairment and estimates o f credit losses for accounts receivables and contract assets. No impairments were recorded as of the balance sheet date; however, due to significant uncertainty surrounding the situation, management's judgment regarding this could change in the future. As of the date of issuance of these financial statements, the Company’s results of operations have not been significantly impacted by the COVID-19 pandemic ; however, the Company continues to monitor the situation . Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company maintains cash and cash equivalent balances at several banks. Accounts located in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. From time to time, balances may exceed amounts insured by the FDIC. The Company has not experienced any losses in such amounts. The Company’s accounts receivable are generally unsecured and are derived from revenue earned from customers primarily located in the United States, Norway, Netherlands, Sweden and the United Kingdom and are generally denominated in U.S. Dollars, Norwegian Krone, Euro, Swedish Kronor or British Pounds. Each reporting period, the Company reevaluates each customer’s ability to satisfy credit obligations and maintains an allowance for credit risk based on the evaluations. No single customer comprised more than 10% of the Company’s total revenue for the three months ended March 31, 2021 and 2020. No single customer comprised more than 10% of the Company’s total accounts receivable as of March 31, 2021 and December 31, 2020. Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted Cash The Company’s restricted cash balance primarily consists of cash held at a financial institution for collateral against performance on the Company’s customer contracts and certain other cash deposits for specific purposes. Short-Term Investments Short-term investments consist of highly liquid investments, primarily commercial paper, U.S. Treasury and U.S. agency securities, with maturities over three months from the date of purchase and less than 12 months from the date of the balance sheet. Debt securities, money market funds and U.S. agency bonds that the Company has the ability and positive intent to hold to maturity are carried at amortized cost, which approximates fair value. All held-to-maturity securities have maturity dates within one year. Significant Accounting Policies There have been no changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 26, 2021, that have had a material impact on the Company’s condensed consolidated financial statements and related notes. Revenue Recognition The Company derives its revenues primarily from subscription services and professional services. Revenues are recognized when control of services is transferred to the Company’s customers in an amount that reflects the consideration it expects to be entitled to in exchange for those services. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation Subscription Services Revenues Subscription services revenues primarily consist of fees that provide customers access to one or more of the Company’s hosted applications for critical event management, with routine customer support. Revenue is generally recognized over time on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer. All services are recognized using an output measure of progress looking at time elapsed as the contract generally provides the customer equal benefit throughout the contract period. The Company’s subscription contracts are generally two years or longer in length, billed annually in advance, and non-cancelable. Professional Services Revenues Professional services revenues primarily consist of fees for deployment and optimization services, as well as training. The majority of the Company’s consulting contracts revenue is recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion performed. Software License Revenues On occasion the Company may sell software and related post contract support for on premises usage as well as professional services, hardware and hosting which is outside of the Company’s core business and is not a significant revenue stream for the Company. The Company’s on premises license transactions are generally perpetual in nature and are recognized at a point in time when made available to the customer for use. Significant judgment is required to determine the standalone selling prices for each distinct performance obligation in order to allocate the transaction price for purposes of revenue recognition. Making this judgment of estimating a standalone selling price involves consideration of overall pricing objectives, market conditions and other factors, including the value of our other similar contracts, the applications sold, customer demographics, geographic locations, and the number and types of users within the Company’s contracts. The significant judgment was primarily due to using such considerations to estimate the price that each distinct performance obligation would be sold for on a standalone basis because such performance obligations are typically sold together on a bundled basis. Changes in these estimates of standalone selling prices can have a material effect on the amount of revenue recognized from each distinct performance obligation. Contracts with Multiple Performance Obligations Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis for those performance obligations with stable observable prices and then the residual method applied for any performance obligation that has pricing which is highly variable. The Company determines the standalone selling prices based on the Company’s overall pricing objectives, taking into consideration market conditions and other factors, including the value of the Company’s contracts, pricing when certain services are sold on a standalone basis, the applications sold, customer demographics, geographic locations, and the volume of services and users. Returns The Company does not offer rights of return for its products and services in the normal course of business. Customer Acceptance The Company’s contracts with customers generally do not include customer acceptance clauses. Trade and Other Receivables Trade and other receivables are primarily comprised of trade receivables that are recorded at the invoice amount, net of an allowance for credit risk, which is not material. Other receivables represent unbilled receivables related to subscription and professional services contracts, net of an allowance for credit losses, which is not material. Deferred Costs Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Subscription-related commissions costs are deferred and then amortized on a straight-line basis over a period of benefit that the Company has determined to be four years. Sales commissions attributable to professional services are expensed within twelve months of selling the service to the customer. The Company has determined the period of benefit by taking into consideration its customer contracts, its technology and other factors. Sales commissions attributed to renewals are not material and are not commensurate with initial and growth sales. Amortization of deferred commissions is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations. Deferred Revenue Deferred revenue consists of amounts that have been invoiced and for which the Company has the right to bill, but that have not been recognized as revenue because the related goods or services have not been transferred. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current, and the remaining deferred revenue is recorded as non-current. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, not to receive financing from its customers or to provide customers with financing. Examples include invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period. Recently Adopted Accounting Pronouncements ASU 2020-01 In January 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-01, Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 Investments – Equity Securities The adoption of this standard did not have an impact on the Company’s condensed consolidated financial statements Recently Issued Accounting Guidance Not Yet Adopted ASU 2020-06 In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Other accounting standard updates effective for interim and annual periods beginning after December 31, 2020 are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Accounts Receivable and Contrac
Accounts Receivable and Contract Assets, Net | 3 Months Ended |
Mar. 31, 2021 | |
Accounts Receivable Net [Abstract] | |
Accounts Receivable and Contract Assets, Net | (3) Accounts Receivable Accounts receivable, net is as follows (in thousands): As of As of March 31, 2021 December 31, 2020 Accounts receivable amortized cost $ 89,582 $ 98,164 Allowance for credit losses (4,772 ) (3,788 ) Net accounts receivable $ 84,810 $ 94,376 The following table summarizes the changes in the allowance for credit losses for accounts receivable (in thousands): Three Months Ended March 31, 2021 2020 Balance, beginning of period $ (3,788 ) $ (1,125 ) Provision for expected credit losses (1,012 ) (743 ) Write-offs 28 115 Balance, end of period $ (4,772 ) $ (1,753 ) Contract assets, net is as follows (in thousands): As of As of March 31, 2021 December 31, 2020 Contract asset amortized cost $ 5,890 $ 2,560 Allowance for credit losses (842 ) (398 ) Net contract asset $ 5,048 $ 2,162 The following table summarizes the changes in the allowance for credit losses for contract assets (in thousands): Three Months Ended March 31, 2021 2020 Balance, beginning of period $ (398 ) $ — Provision for expected credit losses (444 ) (25 ) Write-offs — — Balance, end of period $ (842 ) $ (25 ) Credit loss expense was $1.4 million and $0.7 million for the three months ended March 31, 2021 and 2020, respectively. The following table summarizes the changes in the sales reserve (in thousands): Three Months Ended March 31, 2021 2020 Balance, beginning of period $ (175 ) $ (175 ) Additions — (200 ) Write-offs 26 — Balance, end of period $ (149 ) $ (375 ) |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | (4) Property and Equipment, Net Property and equipment consisted of the following (in thousands): Useful life As of As of in years March 31, 2021 December 31, 2020 Furniture and equipment 5 $ 2,044 $ 2,041 Leasehold improvements (1) 9 4,957 4,944 System hardware 5 812 807 Office computers 3 6,856 6,547 Computer and system software 3 2,068 827 16,737 15,166 Less accumulated depreciation and amortization (8,236 ) (7,392 ) Property and equipment, net $ 8,501 $ 7,774 ( 1 ) Lesser of the lease term or the estimated useful lives of the improvements, which may be up to 9 years Depreciation and amortization expense for property and equipment was $0.8 million and $0.6 million for the three months ended March 31, 2021 and 2020, respectively. |
Capitalized Software Developmen
Capitalized Software Development Costs, Net | 3 Months Ended |
Mar. 31, 2021 | |
Research And Development [Abstract] | |
Capitalized Software Development Costs, Net | (5) Capitalized Software Development Costs, Net Capitalized software development costs consisted of the following (in thousands): Gross carrying amount Amortization period Accumulated amortization Net carrying amount As of March 31, 2021 $ 62,341 3 years $ (45,554 ) $ 16,787 As of December 31, 2020 59,761 3 years (43,432 ) 16,329 The Company capitalized software development costs of $2.6 million and $2.0 million for the three months ended March 31, 2021 and 2020, respectively. Amortization expense for capitalized software development costs was $2.1 million and $1.9 million for the three months ended March 31, 2021 and 2020, respectively. Amortization of capitalized software development costs is classified within cost of revenue in the condensed consolidated statements of operations. The expected amortization of capitalized software development costs, as of March 31, 2021, for each of the following years is as follows (in thousands): 2021 (for the remaining nine months) $ 6,298 2022 6,469 2023 3,824 2024 196 $ 16,787 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (6) Fair Value Measurements The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short maturity of these items. Certain assets, including long-lived assets, goodwill and intangible assets are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired as a result of an impairment review. For the three months ended March 31, 2021 and year ended December 31, 2020, no impairments were identified. The following table summarizes the Company's financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy. Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): As of March 31, 2021 Quoted Significant Prices in Other Significant Active Observable Unobservable Markets Inputs Inputs Total Fair (Level 1) (Level 2) (Level 3) Value Assets: Cash equivalents: Money market funds $ 667,593 $ — $ — $ 667,593 Total financial assets $ 667,593 $ — $ — $ 667,593 Liabilities: Contingent consideration $ — $ — $ 19,331 $ 19,331 Derivative instruments - acquisition-related deferred common stock consideration — 821 — 821 Total financial liabilities $ — $ 821 $ 19,331 $ 20,152 As of December 31, 2020 Quoted Significant Prices in Other Significant Active Observable Unobservable Markets Inputs Inputs Total Fair (Level 1) (Level 2) (Level 3) Value Assets: Cash equivalents: Money market funds $ 432,560 $ — $ — $ 432,560 Total financial assets $ 432,560 $ — $ — $ 432,560 Liabilities: Contingent consideration $ — $ — $ 10,619 $ 10,619 Derivative instruments - acquisition-related deferred common stock consideration — 1,011 — 1,011 Total financial liabilities $ — $ 1,011 $ 10,619 $ 11,630 The Company classifies and discloses fair value measurements in one of the following three categories of fair value hierarchy: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and liabilities. Level 2 - Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s assets that are measured by management at fair value on a recurring basis are generally classified within Level 1 or Level 2 of the fair value hierarchy. The Company did not have any transfers into and out of Level 1 or Level 2 during the three months ended March 31, 2021. The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. The fair value of the Company’s investments in certain money market funds is their face value and such instruments are classified as Level 1 and are included in cash and cash equivalents on the consolidated balance sheets. On May 27, 2020 . In accordance with the , 6,779 shares of the Company’s common stock were reserved and are expected to be issued to the sellers in November 2021 subject to the provisions in the . Management analyzed liability for derivative accounting consideration under ASC 815, Derivatives and Hedging , and determined that the liabilit y qualif ies for derivative accounting. The derivative liabilit y is not designated as a hedging instrument. In accordance with ASC 815, the Company recorded the acquisition-related deferred common stock consideration derivative liabilit y , which is carried at fair value, in o ther long-term liabilities on the condensed consolidated balance sheet . The derivative liabilit y will be marked-to-market each measurement period . The change in fair value during the three months ended March 31, 2021 of $ million was recorded as a component of other e xpense, net on the condensed consolidated statement of operations. The fair value is derived from the Company’s stock price. The acquisition-related deferred common stock consideration derivative liabilit y will remain in effect until such time as the associated shares are issued an d the resulting derivative liabilit y will be transitioned from a liability to equity as of such date . The following tables summarize the changes in Level 3 financial instruments (in thousands): Fair value at December 31, 2019 $ — Contingent consideration from Connexient acquisition 340 Contingent consideration from one2many acquisition 2,190 Fair value at March 31, 2020 $ 2,530 Fair value at December 31, 2020 $ 10,619 Contingent consideration from RedSky acquisition 9,135 Adjustment for one2many acquisition (690 ) Adjustment for SnapComms acquisition 732 Foreign currency translation (465 ) Fair value at March 31, 2021 $ 19,331 The valuation of the contingent consideration was derived using estimates of the probability of achievement within specified time periods based on projections of future revenue metrics per the terms of the applicable agreements. These include estimates of the Company’s assessment of the probability of meeting such results, with the probability-weighted earn-out using a Monte Carlo Simulation Model then discounted to estimate fair value. Fair value is estimated using the probability weighted cash flow estimate closer to the measurement date. The various operating performance measures included in these contingent consideration agreements primarily relate to product revenue. As these are unobservable inputs, the contingent consideration liabilities are included in Level 3 inputs. During the three months ended March 31, 2021, as a result of assessing the probabilities of One2Many Group B.V. (“one2many”) and SnapComms Limited (“SnapComms”) meeting revenue metrics during the period of March 1, 2020 through February 28, 2021 and April 1, 2020 through March 31, 2021, respectively, the Company recognized a decrease in the fair value of one2many’s contingent consideration obligation in the amount of $0.7 million and an increase in SnapComms contingent consideration obligation in the amount of $0.7 million. The Company estimates the fair value of the convertible senior notes based on their last actively traded prices (Level 1) or market-observable inputs (Level 2). As of March 31, 2021, the fair value of the 2026 Notes was determined to be $369.0 million and the carrying value of the notes was $263.1 million. As of March 31, 2021 and December 31, 2020, the fair value of the 0.125% convertible senior notes due December 15, 2024 (the “2024 Notes”) was determined to be $585.0 million and $663.6 million, respectively, and the carrying value of the notes was $373.7 million and $369.0 million, respectively. As of March 31, 2021 and December 31, 2020, the fair value of the 2022 Notes was determined to be $7.2 million and $265.5 million, respectively, and the carrying value of the notes was $1.4 million and $72.5 million, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | (7) Goodwill and Intangible Assets, Net The following table displays the changes in the gross carrying amount of goodwill (in thousands): Balance at December 31, 2020 $ 187,411 Increase due to acquisition 49,308 Foreign currency translation (1,940 ) Balance at March 31, 2021 $ 234,779 There were no impairments recorded against goodwill during the three months ended March 31, 2021 and for the year ended December 31, 2020. Intangible assets consisted of the following (in thousands): As of March 31, 2021 Gross carrying amount Weighted average life (years) Accumulated amortization Net carrying amount Amortizable intangible assets: Developed technology $ 35,258 3.49 $ (7,879 ) $ 27,379 Tradenames 17,501 3.59 (7,873 ) 9,628 Customer relationships 119,837 7.67 (25,970 ) 93,867 Total intangible assets $ 172,596 $ (41,722 ) $ 130,874 As of December 31, 2020 Gross carrying amount Weighted average life (years) Accumulated amortization Net carrying amount Amortizable intangible assets: Developed technology $ 31,851 3.54 $ (5,322 ) $ 26,529 Tradenames 15,360 3.52 (6,638 ) 8,722 Customer relationships 100,590 7.41 (22,079 ) 78,511 Total intangible assets $ 147,801 $ (34,039 ) $ 113,762 Amortization expense for intangible assets was $7.9 million and $4.1 million for the three months ended March 31, 2021 and 2020, respectively. The Company recorded amortization expense attributed to developed technology within cost of revenue of $2.6 million and $0.7 million for the three months ended March 31, 2021 and 2020, respectively. The expected amortization of the intangible assets, as of March 31, 2021, for each of the next five years and thereafter is as follows (in thousands): 2021 (for the remaining nine months) $ 23,319 2022 28,024 2023 23,021 2024 20,143 2025 13,202 Thereafter 23,165 $ 130,874 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | (8) Business Combinations The Company continually evaluates potential acquisitions that either strategically fit within the Company’s existing portfolio or expand the Company’s portfolio into new product lines or adjacent markets. The Company has completed a number of acquisitions that have been accounted for as business combinations under Business Combinations, Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives and the expected future cash flows and related discount rates, can materially impact the Company’s results of operations. Significant inputs used for the model included the amount of cash flows, the expected period of the cash flows and the discount rates. Significant estimation was required by management in determining the fair value of the customer relationship intangible assets, deferred revenue and contingent consideration liabilities. The significant estimation is primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of these intangible assets, deferred revenue and contingent consideration liabilities, as well as the sensitivity of the respective fair values to the underlying significant assumptions. The Company used the income approach to measure the fair value of these intangible assets, a discounted cash flow approach for deferred revenue and a Monte Carlo simulation model to measure the fair value of the contingent consideration liabilities. The significant assumptions used to estimate the fair value of the intangible assets, deferred revenue and contingent consideration liabilities included forecasted revenues from existing customers, existing customer attrition rates, estimated costs required to fulfill the deferred revenue obligation and forecasted revenues for the contingent consideration earnout period. When estimating the significant assumptions to be used in the valuation the Company includes a consideration of current industry information, market and economic trends, historical results of the acquired business, nature of the performance obligations associated with the deferred revenue and other relevant factors. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The valuation of the contingent consideration was derived using estimates of the probability of achievement within specified time periods based on projections of future revenue metrics per the terms of the applicable agreements. These include estimates of the Company’s assessment of the probability of meeting such results, with the probability-weighted earn-out using a Monte Carlo Simulation Model then discounted to estimate fair value. Fair value is estimated using the probability weighted cash flow estimate closer to the measurement date. The various operating performance measures included in these contingent consideration agreements primarily relate to product revenue. The business acquisitions discussed below are included in the Company’s results of operations from their respective dates of acquisition. 2021 Acquisition During the three months ended March 31, 2021 n Red Sky Technologies Inc. On January 15, 2021 Company purchased all of the issued and outstanding shares of stock of RedSky for a base consideration of $55.4 million, net of cash acquired. The paid $32.4 million in cash, net of cash acquired, and 162,820 On the date of this acquisition, the average price of the Company’s common stock on the Nasdaq Global Market was $141.46 per share. 30 At the date of the acquisition, the Company preliminarily assessed the probability of meeting the revenue metrics and recorded a $9.1 million preliminary fair value of contingent consideration as part of the purchase price allocation. As the Company finalizes its estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may be recorded during the measurement period (a period not to exceed 12 months). The initial accounting is incomplete as of March 31, 2021 for the acquired assets and liabilities as the Company is currently in the process of completing the assessment of valuation inputs and assumptions as well as completing the assessment of the tax attributes of the business combination. The finalization of the acquisition accounting valuation assessment may result in a change in the valuation of the deferred tax assets and liabilities, deferred revenue, contingent consideration and intangible assets, along with the opening working capital accounts, which could have a material impact on the Company’s results of operations and financial position. The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of RedSky RedSky Assets acquired Accounts receivable $ 2,926 Other assets 242 Property and equipment 18 Trade names 2,230 Acquired technology 3,590 Customer relationships 20,200 Goodwill 49,308 Total assets acquired 78,514 Liabilities assumed Accounts payable 233 Accrued expenses 773 Deferred revenue 5,866 Deferred tax liabilities 7,048 Other liabilities 26 Net assets acquired $ 64,568 Consideration paid Cash paid, net of cash acquired $ 32,401 Fair value of common stock issued 23,032 Contingent consideration 9,135 Total $ 64,568 The weighted average useful life of all identified acquired intangible assets is 7.74 years. The average useful lives for acquired technologies, customer relationships and trade names are 3.0 years, 9.0 years and 4.0 years, respectively. Identifiable intangible assets with definite lives are amortized over the period of estimated benefit using the straight-line method. The straight-line method of amortization represents the Company’s best estimate of the period of expected cash flows of the identifiable intangible assets. The goodwill balance is primarily attributed to the anticipated synergies from the acquisition and expanded market opportunities with respect to the integration of RedSky’s RedSky For the three months ended March 31, 2021, the Company incurred transaction costs of less than $0.1 million in connection with the RedSky 2020 Acquisitions During the year ended December 31 Additionally, n Connexient, Inc. On February 7, 2020 The CNL Software Limited On February 25, 2020 CNL Software Limited (“CNL Software”) for a base consideration of approximately $35.7 million. The Company approximately Software One2Many Group B.V. On March 19, 2020 base consideration of $13.1 million. The Company paid $5.5 million in cash at closing, acquired purchase liabilities of $2.0 million and paid the remaining 52,113 approximately $15.0 million that can be 2021. The potential contingent payment includes an amount payable to the Company if a certain revenue threshold is not met during the period of March 1, 2020 through February 28, 2021. At the and recorded a $2.2 million . During the three months ended March 31, 2021, the Company recognized a decrease in the fair value of one2many’s contingent consideration obligation in the amount of $0.7 million recognized in general and administrative expenses in the condensed consolidated statement of operations. The Company Techwan SA On May 27, 2020 base consideration of $15.5 million. The Company paid $9.4 million in cash at closing, acquired purchase liabilities of $0.1 million and paid the remaining 38,425 n accordance with the , 6,779 shares of the Company’s common stock were reserved and are expected to be issued to the sellers in November 2021 subject to the provisions in the . approximately $7.0 million that can be 2021. At the 2021 and recorded a $2.0 million initial fair value of contingent consideration as part of the purchase price allocation. During the three months ended March 31, 2021, the Company determined that Techwan did not meet the revenue metrics during the period of April 1, 2021. The Company As the Company finalizes its estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may be recorded during the measurement period (a period not to exceed 12 months). The initial accounting is incomplete as of March 31, 2021 for the acquired assets and liabilities as the Company is currently in the process of completing the assessment of the tax attributes of the business combination. The finalization of the acquisition accounting valuation assessment may result in a change in the valuation of the deferred tax assets and liabilities which could have a material impact on the Company’s results of operations and financial position. The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of Techwan Techwan Assets acquired Accounts receivable $ 921 Other current assets 235 Acquired technology 1,160 Trade names 580 Customer relationships 5,100 Goodwill 12,678 Other assets 254 Total assets acquired 20,928 Liabilities assumed Accrued expenses 673 Deferred revenue 1,190 Deferred tax liabilities 838 Other current liabilities 927 Net assets acquired $ 17,300 Consideration paid Cash consideration, net of cash acquired $ 9,301 Fair value of common stock issued 5,074 Acquisition-related deferred common stock consideration 895 Contingent consideration 2,030 Total $ 17,300 The weighted average useful life of all identified acquired intangible assets is 7.47 years. The average useful lives for acquired technologies, customer relationships and trade names are 3.0 years, 9.0 years and 3.0 years, respectively. Identifiable intangible assets with definite lives are amortized over the period of estimated benefit using the straight-line method. The straight-line method of amortization represents the Company’s best estimate of the period of expected cash flows of the identifiable intangible assets. The goodwill balance is primarily attributed to the anticipated synergies from the acquisition and expanded market opportunities with respect to the integration of Techwan’s products with the Company's other solutions. The Company believes that the factors listed above in relation to the purchase of Techwan support the amount of goodwill recorded as a result of the purchase price paid for the acquisition, in relation to other acquired tangible and intangible assets. The resulting goodwill from the Techwan acquisition is not deductible for income tax purposes. During the year ended December 31 , 2020 SnapComms Limited On August 4, 2020 base consideration of $34.4 million. The Company paid $13.6 million in cash and issued 121,858 newly issued shares of the Company’s common stock at closing. On the date of this acquisition, the average price of the Company’s common stock on the Nasdaq Global Market 3.3 approximately $5.0 million that can be 2021. At the 2021 and recorded a $2.0 million initial fair value of contingent consideration as part of the purchase price allocation. During the three months ended March 31, 2021, the Company recognized a increase in the fair value of SnapComms’ contingent consideration obligation in the amount of $0.7 million recognized in general and administrative expenses in the consolidated statements of operations. The Company As the Company finalizes its estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may be recorded during the measurement period (a period not to exceed 12 months). The initial accounting is incomplete as of March 31, 2021 for the acquired assets and liabilities as the Company is currently in the process of completing the assessment of the tax attributes of the business combination. The finalization of the acquisition accounting valuation assessment may result in a change in the valuation of the deferred tax assets and liabilities which could have a material impact on the Company’s results of operations and financial position. The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of SnapComms SnapComms Assets acquired Accounts receivable $ 1,808 Other current assets 283 Property and equipment 118 Acquired technology 2,300 Trade names 960 Customer relationships 13,300 Goodwill 22,629 Other assets 943 Total assets acquired 42,341 Liabilities assumed Accrued expenses 503 Deferred revenue 3,165 Deferred tax liabilities 4,960 Other liabilities 742 Net assets acquired $ 32,971 Consideration paid Cash consideration, net of cash acquired $ 10,090 Fair value of common stock issued 17,685 Acquisition-related deferred consideration 3,149 Contingent consideration 2,047 Total $ 32,971 The weighted average useful life of all identified acquired intangible assets is 7.82 years. The average useful lives for acquired technologies, customer relationships and trade names are 3.0 years, 9.0 years and 3.0 years, respectively. Identifiable intangible assets with definite lives are amortized over the period of estimated benefit using the straight-line method. The straight-line method of amortization represents the Company’s best estimate of the period of expected cash flows of the identifiable intangible assets. The goodwill balance is primarily attributed to the anticipated synergies from the acquisition and expanded market opportunities with respect to the integration of SnapComms’ SnapComms SnapComms During the year ended December 31 , 2020 SnapComms |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | (9) Convertible Senior Notes 0% Convertible Senior Notes Due 2026 In March 2021, the Company issued $375.0 million aggregate principal amount of 0% convertible senior notes due 2026, including $50.0 million aggregate principal amount of 2026 Notes issued upon the initial purchasers’ exercise in full of their option to purchase additional 202 6 Notes. The 202 6 Notes will mature on March 15, 202 6 , unless earlier redeemed or repurchased by the Company or converted by the holder s pursuant to their terms. The Company will pay special interest, if any, at the Company’s election as the sole remedy relating to the failure to comply with certain reporting obligations and under certain circumstances. The 2026 Notes are governed by an Indenture between the Company, as issuer, and U.S. Bank National Association, as trustee (the “2026 Notes Indenture”). The 2026 Notes are unsecured and rank: senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to the 2026 Notes; equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated, including its 1.50% convertible senior notes due 2022 (see 1.50% Convertible Senior Notes Due 2022 below) and 0.125% convertible senior notes due 2024 (see 0.125% Convertible Senior Notes Due 2024 below); 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 structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. The 2026 Notes have an initial conversion rate of 5.5341 shares of common stock per $1,000 principal amount of 2026 Notes. This represents an initial effective conversion price of approximately $180.70 per share of common stock and approximately 2.1 million shares issuable upon conversion. Throughout the term of the 2026 Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the 2026 Notes will not receive any cash payment representing accrued and unpaid special interest, if any, upon conversion of a 2026 Note, except in limited circumstances. Accrued but unpaid special interest, if any, will be deemed to be paid by cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock paid or delivered, as the case may be, to the holder upon conversion of a 2026 Note. Holders may convert all or a portion of their 2026 Notes prior to the close of business on the business day immediately preceding December 15, 2025, in multiples of $1,000 principal amount, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s 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 business day period after any ten consecutive trading day period (the “2026 Notes Measurement Period”), in which the “trading price” (as the term is defined in the 2026 Notes Indenture) per $1,000 principal amount of notes for each trading day of such 2026 Notes 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; • if the Company calls such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called (or deemed called) for redemption; or • upon the occurrence of specified corporate events. On or after December 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2026 Notes at the conversion rate at any time regardless of whether the conditions set forth above have been met. As of March 31, 2021, the 2026 Notes are not yet convertible. The 2026 Notes are classified as long-term on the condensed consolidated balance sheet as of March 31, 2021 as it is the Company’s intent to settle all of the debt at maturity or to settle in shares if exercised by the debt holder prior to maturity. The 2026 Notes are not redeemable by the Company prior to March 20, 2024. The Company may redeem for cash all or any portion of the 2026 Notes, at its option, on or after March 20, 2024 if the last reported sale price of the Company's common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied interest rate of its 2026 Notes to be approximately 7.25%, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the equity component, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to the 2026 Notes, which resulted in a fair value of the liability component of $269.6 million upon issuance, calculated as the present value of implied future payments based on the $375.0 million aggregate principal amount. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense over the term of the 2026 Notes. The $105.4 million difference between the aggregate principal amount of $375.0 million and the estimated fair value of the liability component was recorded in additional paid-in capital as the 2026 Notes were not considered redeemable. Significant judgment is required in determining the liability component of the related convertible senior notes as well as the balance sheet classification of the elements of the convertible senior notes. The Company accounted for the convertible senior notes and the partial extinguishment of the 2022 Notes, discussed below, as separate liability and equity components, determining the fair value of the respective liability components based on an estimate of the fair value of a similar liability without a conversion option and assigning the residual value to the equity component. The Company estimated the fair value of the liability component of the convertible senior notes using a discounted cash flow model with a risk adjusted yield for similar debt instruments, absent any embedded conversion feature. In estimating the risk adjusted yield, the Company utilized both an income and market approach. For the income approach, the Company used a convertible bond pricing model, which included several assumptions including volatility and the risk-free rate. For the market approach, the Company performed an evaluation of issuances of convertible debt securities issued by other comparable companies. Additionally, a detailed analysis of the terms of the convertible senior notes transactions was required to determine existence of any derivatives that may require separate mark-to-market accounting under applicable accounting guidance. In accounting for the transaction costs related to the issuance of the 2026 Notes, the Company allocated the total amount incurred to the liability and equity components based on their estimated relative fair values. Transaction costs attributable to the liability component, totaling $7.6 million, are being amortized to expense over the term of the 2026 Notes, and transaction costs attributable to the equity component, totaling $3.0 million, were netted with the equity component in shareholders’ equity. The 2026 Notes consist of the following (in thousands): As of March 31, 2021 Liability component: Principal $ 375,000 Less: debt discount, net of amortization (111,920 ) Net carrying amount $ 263,080 Equity component (1) 99,000 (1) Recorded in the consolidated balance sheet within additional paid-in capital, net of $3.0 million transaction costs in equity and net of $3.4 million for taxes. The following table sets forth total interest expense recognized related to the 2026 Notes (in thousands): Three Months Ended March 31, 2021 0% coupon $ — Amortization of debt discount and transaction costs 1,056 $ 1,056 The fair value of the 2026 Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2026 Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s 2026 Notes classified in equity) was as follows (in thousands): As of March 31, 2021 Fair Value Carrying Value 2026 Notes $ 369,000 $ 263,080 In connection with the issuance of the 2026 Notes, the Company entered into capped call transactions with certain counterparties affiliated with the initial purchasers and other financial institutions. The capped call transactions are expected to reduce potential dilution of earnings per share upon conversion of the 2026 Notes. Under the capped call transactions, the Company purchased capped call options that in the aggregate relate to the total number of shares of the Company’s common stock underlying the 2026 Notes, with an initial strike price of approximately $180.70 per approximately $258.14 capped calls of $35.1 million was recorded Based on the closing price of the Company’s common stock of $121.18 on March 31 , the if-converted value of the 2026 Notes was less than their respective principal amoun 0.125% Convertible Senior Notes Due 2024 In December 2019, the Company issued $450.0 million aggregate principal amount of 0.125% convertible senior notes due 2024, including $75.0 million aggregate principal amount of 2024 Notes issued upon the initial purchasers’ exercise in full of their option to purchase additional 2024 Notes. The 2024 Notes will mature on December 15, 2024, unless earlier redeemed or repurchased by the Company or converted by the holders pursuant to their terms. Interest is payable semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2020. The 2024 Notes are governed by an Indenture between the Company, as issuer, and U.S. Bank National Association, as trustee (the “2024 Notes Indenture”). The 2024 Notes are unsecured and rank: senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to the 2024 Notes; equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated, including its 2026 Notes and 2022 Notes; 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 structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. The 2024 Notes have an initial conversion rate of 8.8999 shares of common stock per $1,000 principal amount of 2024 Notes. This represents an initial effective conversion price of approximately $112.36 per share of common stock and approximately 4.0 million shares issuable upon conversion. Throughout the term of the 2024 Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the 2024 Notes will not receive any cash payment representing accrued and unpaid interest, if any, upon conversion of a 2024 Note, except in limited circumstances. Accrued but unpaid interest will be deemed to be paid by cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock paid or delivered, as the case may be, to the holder upon conversion of a 2024 Note. Holders may convert all or a portion of their 2024 Notes prior to the close of business on the business day immediately preceding June 15, 2024, in multiples of $1,000 principal amount, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s 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 business day period after any ten consecutive trading day period (the “2024 Notes Measurement Period”), in which the “trading price” (as the term is defined in the 2024 Notes Indenture) per $1,000 principal amount of notes for each trading day of such 2024 Notes 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; • if the Company calls such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or • upon the occurrence of specified corporate events. On or after June 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2024 Notes at the conversion rate at any time regardless of whether the conditions set forth above have been met. As of March 31, 2021, the 2024 Notes are not yet convertible. The 2024 Notes are classified as long-term on the condensed consolidated balance sheet as of March 31, 2021 as it is the Company’s intent to settle all of the debt at maturity or to settle in shares if exercised by the debt holder prior to maturity. The 2024 Notes are not redeemable by the Company prior to December 20, 2022. The Company may redeem for cash all or any portion of the 2024 Notes, at its option, on or after December 20, 2022 if the last reported sale price of the Company's common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied interest rate of its 2024 Notes to be approximately 5.16%, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the equity component, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to the 2024 Notes, which resulted in a fair value of the liability component of $360.4 million upon issuance, calculated as the present value of implied future payments based on the $450.0 million aggregate principal amount. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense over the term of the 2024 Notes. The $89.6 million difference between the aggregate principal amount of $450.0 million and the estimated fair value of the liability component was recorded in additional paid-in capital as the 2024 Notes were not considered redeemable. Significant judgment is required in determining the liability component of the related convertible senior notes as well as the balance sheet classification of the elements of the convertible senior notes. The Company accounted for the convertible senior notes and the partial extinguishment of the 2022 Notes, discussed below, as separate liability and equity components, determining the fair value of the respective liability components based on an estimate of the fair value of a similar liability without a conversion option and assigning the residual value to the equity component. The Company estimated the fair value of the liability component of the convertible senior notes using a discounted cash flow model with a risk adjusted yield for similar debt instruments, absent any embedded conversion feature. In estimating the risk adjusted yield, the Company utilized both an income and market approach. For the income approach, the Company used a convertible bond pricing model, which included several assumptions including volatility and the risk-free rate. For the market approach, the Company performed an evaluation of issuances of convertible debt securities issued by other comparable companies. Additionally, a detailed analysis of the terms of the convertible senior notes transactions was required to determine existence of any derivatives that may require separate mark-to-market accounting under applicable accounting guidance. In accounting for the transaction costs related to the issuance of the 2024 Notes, the Company allocated the total amount incurred to the liability and equity components based on their estimated relative fair values. Transaction costs attributable to the liability component, totaling $10.2 million, are being amortized to expense over the term of the 2024 Notes, and transaction costs attributable to the equity component, totaling $2.6 million, were netted with the equity component in shareholders’ equity. The 2024 Notes consist of the following (in thousands): As of As of March 31, 2021 December 31, 2020 Liability component: Principal $ 450,000 $ 450,000 Less: debt discount, net of amortization (76,328 ) (80,968 ) Net carrying amount $ 373,672 $ 369,032 Equity component (1) 86,133 86,133 (1) Recorded in the consolidated balance sheet within additional paid-in capital, net of $ 2.6 million transaction costs in equity and net of $ 0.9 million for taxes. The following table sets forth total interest expense recognized related to the 2024 Notes (in thousands): Three Months Ended March 31, 2021 2020 0.125% coupon $ 141 $ 141 Amortization of debt discount and transaction costs 4,639 4,406 $ 4,780 $ 4,547 T he fair value of the 2024 Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2024 Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s 2024 Notes classified in equity) were as follows (in thousands): As of March 31, 2021 As of December 31, 2020 Fair Value Carrying Value Fair Value Carrying Value 2024 Notes $ 585,000 $ 373,672 $ 663,615 $ 369,032 In connection with the issuance of the 2024 Notes, the Company entered into capped call transactions with certain counterparties affiliated with the initial purchasers and other financial institutions. The capped call transactions are expected to reduce potential dilution of earnings per share upon conversion of the 2024 Notes. Under the capped call transactions, the Company purchased capped call options that in the aggregate relate to the total number of shares of the Company’s common stock underlying the 2024 Notes, with an initial strike price of approximately $112.36 per approximately $166.46 $44.9 mi Based on the closing price of the Company’s common stock of $121.18 on March 31, 2021, the if-converted value of the 2024 Notes was more than their respective principal amoun 1.50% Convertible Senior Notes Due 2022 In November 2017, the Company issued $115.0 million aggregate principal amount of 1.50% convertible senior notes due 2022 including $15.0 million aggregate principal amount of 2022 Notes issued upon the initial purchasers’ exercise in full of their option to purchase additional 2022 Notes. The 2022 Notes will mature on November 1, 2022, unless earlier redeemed or repurchased by the Company or converted by the holders pursuant to their terms. Interest is payable semiannually in arrears on May 1 and November 1 of each year, commencing on May 1, 2018. The 2022 Notes are governed by an Indenture between the Company, as issuer, and U.S. Bank, National Association, as trustee (the “2022 Notes Indenture”). The 2022 Notes are unsecured and rank: senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the 2022 Notes; equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated, including the Company’s 2026 Notes and 2024 Notes; effectively subordinated 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 structurally subordinated to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. The Company’s current intention is to settle the conversion in shares of common stock if a conversion were to occur. The 2022 Notes have an initial conversion rate of 29.6626 shares of common stock per $1,000 principal amount of 2022 Notes. This represents an initial effective conversion price of approximately $33.71 per share of common stock and initially approximately 3.4 million shares issuable upon conversion. Throughout the term of the 2022 Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the 2022 Notes will not receive any cash payment representing accrued and unpaid interest, if any, upon conversion of a 2022 Note, except in limited circumstances. Accrued but unpaid interest will be deemed to be paid by cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock paid or delivered, as the case may be, to the holder upon conversion of a 2022 Note. Holders may convert all or a portion of their 2022 Notes prior to the close of business on the business day immediately preceding May 1, 2022, in multiples of $1,000 principal amount, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on March 31, 2018 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period (the “2022 Notes Measurement Period”), in which the “trading price” (as the term is defined in the 2022 Notes Indenture) per $1,000 principal amount of notes for each trading day of such 2022 Notes Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock on such trading day and the conversion rate on each such trading day; • if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date; or • upon the occurrence of specified corporate events. On or after May 1, 2022, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2022 Notes at the conversion rate at any time regardless of whether the conditions set forth above have been met. The 2022 Notes were not redeemable by the Company prior to November 6, 2020. The Company may redeem for cash all or any portion of the 2022 Notes, at its option, on or after November 6, 2020 if the last reported sale price of the Company's common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2022 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The Company has not provided notice to exercise its option to redeem the 2022 Notes. Based on the market price of the Company’s common stock during the 30 trading days preceding June 30, 2018, the 2022 Notes were convertible at the option of the debt holder as of September 30, 2018 and continue to be convertible at the option of the debt holder as of March 31, 2021. In connection with the issuance of the 2024 Notes in December 2019, the Company paid $57.8 million to repurchase $23.0 million aggregate principal amount of the 2022 Notes. The Company determined the fair value of the liability portion being extinguished immediately prior to extinguishment Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied interest rate of its 2022 Notes to be approximately 4.64%. The fair value of such liability portion was then deducted from the amount of consideration transferred and allocated to the liability component. The difference between the fair value of the liability and its carrying value, inclusive of any unamortized debt issue costs, was recognized as an extinguishment loss in the amount of . The remaining consideration was allocated to the reacquisition of the equity component and recognized as a reduction of in the amount capped call options entered into in connection with the 2022 Notes and received $5.8 million recorded to During the year ended December 31, 2020, the Company issued shares upon the conversion of approximately $12.2 million in aggregate principal amount of the 2022 Notes and recognized $ million in a related to shares issued. The Company determined the fair value of the liability portion being extinguished immediately prior to extinguishment Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied interest rate of its 2022 Notes ranged from approximately 4.64% to 5.13%. The fair value of such liability portion was then deducted from the amount of consideration transferred and allocated to the liability component. The difference between the fair value of the liability and its carrying value, inclusive of any unamortized debt issue costs, was recognized as an extinguishment loss in the amount of $0.4 million in loss on extinguishment of convertible notes on the consolidated statements of operations and comprehensive loss during the year ended December 31, 2020. During the three months ended March 31, 2021, the Company issued shares upon the conversion of approximately $19.6 million in aggregate principal amount of the 2022 Notes and recognized $ million in a consolidated balance sheet related to shares issued. The Company determined the fair value of the liability portion being extinguished immediately prior to extinguishment . Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied interest rate of its 2022 Notes to be approximately 5.13 %. The fair value of such liability portion was then deducted from the amount of consideration transferred and allocated to the liability component. The difference between the fair value of the liability and its carrying value, inclusive of any unamortized debt issue costs, was recognized as an extinguishment loss in the amount of $ 0.4 million in loss on extinguishment of convertible notes and capped call modification on the condensed consolidated statement of operations during the three months ended March 31, 202 1 . In connection with the issuance of the 2026 Notes in March 2021, the Company paid approximately $58.6 million in cash and issued 1,288,994 shares of common stock to repurchase approximately $58.6 million aggregate principal amount of the 2022 Notes. The Company determined the fair value of the liability portion being extinguished immediately prior to extinguishment Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied interest rate of its 2022 Notes to be approximately 4.87%. The fair value of such liability portion was then deducted from the amount of consideration transferred and allocated to the liability component. The difference between the fair value of the liability and its carrying value, inclusive of any unamortized debt issue costs, was recognized as an extinguishment loss in the amount of $2.2 million in loss on extinguishment of convertible notes and capped call modification on the condensed consolidated statement of operations during the three months ended March 31, 2021. The remaining consideration was allocated to the reacquisition of the equity component and recognized as a reduction of in the amount capped call options entered into in connection with the 2022 Notes and received $10.6 million recorded to in loss on extinguishment of convertible notes and capped call modification on the condensed consolidated statement of operations and The 2022 Notes are classified as long-term on the consolidated balance sheet as of March 31, 2021 and December 31, 2020. The Company may repurchase the 2022 Notes prior to maturity and intends to settle in shares if exercised by the debt holder prior to maturity. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied interest rate of its 2022 Notes at the time of issuance to be approximately 6.93%, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the equity component, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to the 2022 Notes, which resulted in a fair value of the liability component of $92.1 million upon issuance, calculated as the present value of implied future payments based on the $115.0 million aggregate principal amount. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense over the term of the 2022 Notes. The $22.9 million difference between the aggregate principal amount of $115.0 million and the estimated fair value of the liability component was recorded in additional paid-in capital as the 2022 Notes were not considered redeemable. In acco |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | (10) Stockholders’ Equity Preferred Stock As of March 31, 2021, the Company had authorized 10,000,000 shares of preferred stock, par value $0.001, of which no shares were outstanding. Common Stock As of March 31, 2021, the Company had authorized 100,000,000 shares of common stock, par value $0.001. Holders of common stock are entitled to one vote per share. At March 31, 2021 and December 31, 2020, there were 37,612,199 and 35,449,447 shares of common stock issued and outstanding, respectively. |
Stock Plans and Stock-Based Com
Stock Plans and Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Plans and Stock-Based Compensation | (11) Stock Plans and Stock-Based Compensation The Company’s 2016 Equity Incentive Plan (“2016 Plan”) became effective on September 15, 2016. The 2016 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights and performance share awards to employees, directors and consultants of the Company. The number of shares of common stock reserved for issuance under the 2016 Plan will automatically increase on January 1 of each year by 3% of the number of shares of the Company’s capital stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s board of directors. 2016 Employee Stock Purchase Plan The Company’s Employee Stock Purchase Plan (the “2016 ESPP”) became effective on September 15, 2016. The number of shares reserved for issuance under the 2016 ESPP will automatically increase on January 1 of each year by the lesser of 200,000 shares of the Company’s common stock, 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s board of directors. The 2016 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount of up to 15% through payroll deductions of their eligible compensation, subject to any plan limitations. The 2016 ESPP provides for separate six-month offering periods beginning each March and September of each fiscal year. On each purchase date, eligible employees will purchase the Company’s stock at a price per share equal to 85% of the lesser of (i) the fair market value of the Company’s common stock on the offering date or (ii) the fair market value of the Company’s common stock on the purchase date. For the three months ended March 31, 2021 and 2020, 23,499 and 30,943 shares of common stock were purchased under the 2016 ESPP, respectively. The Company recorded stock-based compensation expense of $0.5 million and $0.3 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, unrecognized compensation cost related to the 2016 ESPP was $0.7 million which will be amortized over a weighted-average period of 0.46 years. The fair value of shares issuable under the ESPP is determined using the Black-Scholes option pricing model with the following weighted average assumptions: Three Months Ended March 31, 2021 2020 Employee Stock Purchase Plan: Expected term (in years) (1) 0.50 0.50 Expected volatility (2) 60% 55% Risk-free interest rate (3) 0.06% 0.29% Dividend rate (4) 0% 0% (1) The expected term represents the contractual term of the ESPP; (2) The expected volatility of the Company’s common stock on the date of grant is based on the weighted average of the Company’s historical volatility as a public company, the implied volatility of publicly-traded options on the Company’s common stock and the volatilities of publicly traded peer companies that are reasonably comparable to the Company’s own operations; (3) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term of the grant; and (4) The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on the Company’s common stock. Stock Options Stock option awards are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant based on the closing market price of its common stock as reported on The Nasdaq Global Market. The option awards generally vest over four years and are exercisable any time after vesting. The stock options expire ten years after the date of grant. There were no stock options granted during the three months ended March 31, 2021 and 2020. The Company recorded stock-based compensation expense of $0.4 million and $0.9 million for the three months ended March 31, 2021 and 2020, respectively, attributed to stock options. The total intrinsic value of options exercised for the three months ended March 31, 2021 and 2020 was $6.3 million and $9.2 million, respectively. This intrinsic value represents the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of each option. Based on the fair market value of the Company’s common stock at March 31, 2021 and 2020, the total intrinsic value of all outstanding options was $21.5 million and $47.1 million, respectively. Total unrecognized compensation cost related to nonvested stock options was approximately $0.9 million as of March 31, 2021 and is expected to be recognized over a weighted average period of 0.8 years. The amount of cash received from the exercise of stock options during the three months ended March 31, 2021 and 2020 was $1.6 million and $3.0 million, respectively. The following table summarizes the Company’s stock option activity: Stock options outstanding Weighted average exercise price Outstanding at December 31, 2020 279,021 $ 25.55 Exercised (52,955 ) 30.30 Forfeited (4,062 ) 32.81 Outstanding at March 31, 2021 222,004 24.28 Stock options outstanding, vested and expected to vest and exercisable are as follows: As of March 31, 2021 Number of shares Remaining contractual life (years) Weighted- average exercise price Outstanding 222,004 5.95 $ 24.28 Vested and expected to vest 221,120 5.94 24.24 Exercisable 150,286 5.56 19.96 Vested and nonvested stock option activity was as follows: Vested Nonvested Options outstanding Weighted average exercise price Options outstanding Weighted average exercise price Outstanding at March 31, 2021 150,286 $ 19.96 71,718 $ 33.34 Restricted Stock Units During the three months ended March 31, 2021, the Company granted 29,366 restricted stock units (“RSUs”) to members of its senior management and certain other employees pursuant to the 2016 Plan. There were 57,409 RSUs that vested during the three months ended March 31, 2021. The Company accounts for RSUs issued to employees at fair value, based on the market price of the Company’s common stock on the date of grant. The weighted-average grant date fair values of RSUs granted during the three months ended March 31, 2021 and 2020 were $132.34 and $96.85, respectively. The fair values of RSUs that vested during the three months ended March 31, 2021 and 2020, were $4.0 million and $2.2 million, respectively. During the three months ended March 31, 2021 and 2020, the Company recorded $5.9 million and $4.5 million, respectively, of stock-based compensation related to the RSUs. As of March 31, 2021, there was $47.1 million of unrecognized compensation expense related to unvested RSUs which is expected to be recognized over a weighted-average period of approximately 2.27 years. For RSUs subject to graded vesting, the Company recognizes compensation cost on a straight-line basis over the service period for the entire award. Performance-Based Restricted Stock Units During the three months ended March 31, 2021, the Company granted 30,907 performance-based restricted stock units (“PSUs”) to members of its management pursuant to the 2016 Plan. There were 6,895 PSUs that vested during the three months ended March 31, 2021. The PSUs generally vest based on the Company achieving certain revenue growth thresholds which ranged from 20% to 40% compounded annual growth for grants through 2020 and 15% to 35% compounded annual growth for grants starting in 2021 over a measurement period of two years for the first 50% of PSUs and three years for the remaining PSUs. The vesting of the PSUs is subject to the employee’s continued employment with the Company through the date of achievement. During the three months ended March 31, 2021, the share price of the Company’s common stock on the date of issuance of the PSUs ranged from $118.50 to $146.69 per share. The fair value is based on the value of the Company’s common stock at the date of issuance and the probability of achieving the performance metric. The Company has assessed the probability of achievement of the award at 100% based on past performance of achievement of the performance metric. Compensation cost is adjusted in future periods for subsequent changes in the expected outcome of the performance related conditions. The weighted-average grant date fair values of PSUs granted during the three months ended March 31, 2021 and 2020 were $133.06 and $97.23, respectively. During the three months ended March 31, 2021 and 2020, the Company recognized $5.9 million and $4.6 million, respectively, of stock compensation expense in connection with the PSU awards. As of March 31, 2021, there was $33.8 million of unrecognized compensation expense related to unvested PSUs which is expected to be recognized over a weighted-average period of approximately 1.70 years. Compensation cost is recognized under the accelerated method and is adjusted in future periods for subsequent changes in the expected outcome of the performance related conditions. The following table summarizes the Company’s RSU and PSU activity: Number of Shares Outstanding at December 31, 2020 1,420,541 Granted 60,273 Vested (64,304 ) Forfeited (35,677 ) Outstanding at March 31, 2021 1,380,833 Stock-Based Compensation Expense The Company recorded the total stock-based compensation expense as follows (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue $ 999 $ 608 Sales and marketing 3,742 3,608 Research and development 2,028 1,874 General and administrative 5,916 4,220 Total $ 12,685 $ 10,310 Stock-based compensation expense is recognized over the award’s expected vesting schedule, which is reduced for forfeitures. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | (12) Basic and Diluted Net Loss per Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential dilutive shares of common stock. Basic and diluted net loss per share of common stock were the same for all periods presented as the impact of all potentially dilutive securities outstanding was anti-dilutive. The Company uses the if converted method for convertible senior notes for calculating any potential dilutive effect on diluted loss per share. The following common equivalent shares were excluded from the diluted net loss per share calculation because their inclusion would have been anti-dilutive: As of March 31, 2021 2020 Convertible senior notes 6,125,864 6,733,914 Stock-based compensation grants 1,602,837 2,020,460 Total 7,728,701 8,754,374 In connection with the issuance of the 2026 Notes in March 2021, the Company paid $35.1 million to enter into capped call option agreements to reduce the potential dilution to holders of the Company’s common stock upon conversion of the 2026 Notes. In connection with the issuance of the 2024 Notes in December 2019, the Company paid $44.9 million to enter into capped call option agreements to reduce the potential dilution to holders of the Company’s common stock upon conversion of the 2024 Notes. In connection with the issuance of the 2022 Notes in November 2017, the Company paid $12.9 million to enter into capped call option agreements to reduce the potential dilution to holders of the Company’s common stock upon conversion of the 2022 Notes. In March 2021 and December 2019, the Company capped call options related to the 2022 Notes and received $10.6 million and $5.8 million and, respectively. in loss on extinguishment of convertible notes and capped call modification on the condensed consolidated statement of operations Reserve for Unissued Shares of Common Stock The Company is required to reserve and keep available out of its authorized but unissued shares of common stock such number of shares sufficient for the exercise of all shares granted and available for grant under the Company’s 2008 Equity Incentive Plan, 2016 Plan and 2016 ESPP. The amount of such shares of the Company’s common stock reserved for these purposes at March 31, 2021 was 5.9 million shares. Additionally, the Company is required to reserve and keep available out of its authorized but unissued shares of common stock shares that become issuable pursuant to the terms of the 2026 Notes, 2024 Notes and 2022 Notes. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (13) Income Taxes The Company is subject to income tax in the United States as well as other tax jurisdictions in which it conducts business. Earnings from non-U.S. activities are subject to local country income tax. The Company does not provide for U.S. deferred income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are reinvested indefinitely. The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual tax rate changes, the Company makes a cumulative adjustment in that quarter. The Company’s quarterly tax provision, and its quarterly estimate of its annual effective tax rate, are subject to significant volatility due to several factors, including the Company’s ability to accurately predict its pre-tax income and loss in multiple jurisdictions . For the three months ended March 31, 2021 and 2020, the Company recorded a benefit from income taxes of $5.8 million and $0.7 million, respectively, resulting in an effective benefit tax rate of 21.06% and 2.69%, respectively. During the three months ended March 31, 2021, there were deferred tax liabilities recognized in connection with the preliminary purchase price accounting for the Company’s completed acquisitions. Certain of such deferred tax liabilities will be a source of future taxable income to realize a portion of Company’s deferred tax assets, which resulted in a discrete tax benefit of approximately $5.8 million related to U.S. acquired entities being recognized during the three months ended March 31, 2021. As of March 31, 2021, the Company had gross tax-effected unrecognized tax provision of $1.5 million which, if recognized, would favorably impact the effective tax rate. The Company’s existing tax positions will continue to generate an increase in unrecognized tax benefits in subsequent periods. The Company’s policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. During the three months ended March 31, 2021 and 2020, the amounts recorded related to the accrual of interest and penalties were immaterial in each period. In response to the COVID-19 pandemic, the United States passed the Coronavirus Aid, Relief, and Economic Security ("CARES") Act in March 2020 and the United States enacted the American Rescue Plan Act of 2021 in March 2021. These Acts include various income and payroll tax measures. Neither the income tax nor payroll tax measures had a material impact on our financial statements. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | (14) Segment information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), who is the Company’s chief executive officer, in deciding how to allocate resources and assess the Company’s financial and operational performance. While the Company has applications that address multiple use cases, the Company’s applications generally operate on and leverage a single technology platform and are deployed and sold in an identical way. In addition, the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. As a result, the Company has determined that the Company’s business operates in a single operating segment. Since the Company operates as one operating segment, all required financial segment information can be found in the consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | (15) Revenue Recognition The following table disaggregates the Company’s revenue by geography which provides information as to the major source of revenue (in thousands): Three Months Ended March 31, Primary Geographic Markets 2021 2020 United States $ 57,465 $ 46,949 International 24,745 11,951 Total $ 82,210 $ 58,900 The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Three Months Ended March 31, 2021 2020 Subscription services $ 70,432 $ 53,811 Professional services 5,940 4,481 Software licenses and other 5,838 608 Total $ 82,210 $ 58,900 Contract Assets The Company does not have material amounts of contract assets since revenue is recognized as control of goods is transferred or as services are performed. There are a small number of professional services that may occur over a period of time, but that period of time is generally very short in duration. Any contract assets that may arise are recorded in other assets in the Company’s condensed consolidated balance sheet net of an allowance for credit losses. Contract Liabilities The Company’s contract liabilities consist of advance payments and deferred revenue. The Company’s contract liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. The Company classifies advance payments and deferred revenue as current or noncurrent based on the timing of when it expects to recognize revenue. Generally, all contract liabilities are expected to be recognized within one year and are included in deferred revenue in the Company’s condensed consolidated balance sheet. The noncurrent portion of deferred revenue is included and separately disclosed in the Company’s condensed consolidated balance sheet. Deferred Costs Current deferred costs, which primarily consist of deferred sales commissions, were $12.7 million and $14.5 million as of March 31, 2021 and December 31, 2020, respectively. Noncurrent deferred costs, which primarily consist of deferred sales commissions, were $17.4 million and $15.9 million as of March 31, 2021 and December 31, 2020, respectively. During the three months ended March 31, 2021 and 2020, amortization expense for the deferred costs was $3.7 million and $2.9 million, respectively. There was no impairment loss in relation to the costs capitalized for the three months ended March 31, 2021 and the year ended December 31, 2020, respectively. Deferred Revenue During the three months ended March 31, 2021 and 2020, $59.7 million and $46.4 million, respectively, of subscription services, license and other revenue was recognized and was included in the deferred revenue balances at the beginning of the respective period. During the three months ended March 31, 2021 and 2020, $4.5 million and $3.5 million, respectively, of professional services revenue was recognized and was included in the deferred revenue balances at the beginning of the respective period. As of March 31, 2021, approximately $366.9 million of revenue is expected to be recognized from remaining performance obligations for subscription and other contracts. The Company expects to recognize revenue on approximately $223.3 million of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. As of March 31, 2021, approximately $11.5 million of revenue is expected to be recognized from remaining performance obligations for professional services contracts. The Company expects to recognize revenue on approximately $9.9 million of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | (16) Leases The Company’s leases relate primarily to office facilities that expire on various dates from 2021 through 2029. The terms The Company records its right-of-use (“ROU”) asset within other assets (long term) and its operating lease liabilities within other current and long-term liabilities. Additional information related to the Company’s leases is as follows (in thousands, except lease term and discount rate): As of As of March 31, 2021 December 31, 2020 Balance sheet information ROU assets $ 14,179 $ 15,045 Lease liabilities, current $ 4,244 $ 4,259 Lease liabilities, non-current 13,406 14,403 Total lease liabilities $ 17,650 $ 18,662 Supplemental data Weighted average remaining lease term 4.36 years 4.57 years Weighted average discount rate 6.97 % 7.00 % Three Months Ended March 31, 2021 2020 Cash paid for amounts included in lease liabilities $ 1,784 $ 1,158 ROU assets obtained in exchange for new lease obligations 163 5,055 Maturities of lease liabilities as of March 31, 2021 Year ending December 31, 2021 (for the remaining nine months) $ 4,173 2022 5,248 2023 5,097 2024 2,631 2025 930 Thereafter 2,769 Total undiscounted lease payments 20,848 Less: imputed interest (3,198 ) Total lease liabilities $ 17,650 The following table presents components of lease expense (in thousands): Three Months Ended March 31, 2021 2020 Operating lease expense $ 1,303 $ 1,149 Short-term lease expense ( 1) 166 215 1,469 1,364 Less: Sublease income — (46 ) Total lease expense $ 1,469 $ 1,318 (1) Short-term lease expense includes all leases with lease terms ranging from less than one month to one year. As of March 31, 2021, the Company does not have any leases that have not yet commenced that create significant rights and obligations. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (17) Commitments and Contingencies Litigation From time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact because of defense and settlement costs, diversion of management resources and other factors. Employee Contracts The Company has entered into employment contracts with certain of the Company’s executive officers which provide for at-will employment. However, under the provisions of the contracts, the Company would incur severance obligations of up to twelve months of the executive’s annual base salary for certain events, such as involuntary terminations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | (18) Subsequent Events xMatters Acquisition On April 6, 2021, the Company and xMatters Holdings, Inc. (“xMatters”) signed a definitive agreement pursuant to which the Company agreed to purchase all of the issued and outstanding shares of stock of xMatters. This acquisition closed on May 7, 2021. The Company paid base consideration of $242.3 million, consisting of $177.8 million in cash and 555,332 newly issued shares of the Company’s common stock. xMatters is a provider of service reliability platforms to DevOps, Site Reliability Engineers, and operations teams. 2022 Notes Conversion From April 1, 2021 through May 7, 2021, the Company issued 36,633 shares of common stock to holders of the 2022 Notes for settlement of conversion of an aggregate principal amount of approximately $1.2 million of such notes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, statements of stockholders’ equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2021 or any future period. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to judgment and use of estimates include the determination of the period of benefit for deferred commissions, relative stand-alone selling price for identified performance obligations in our revenue transactions, allowances for credit losses, the fair value of assets acquired and liabilities assumed in business combinations, the fair value of contingent consideration, the recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and intangible assets, contingencies, and the valuation and assumptions underlying stock-based compensation. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. In addition, the Company engages valuation specialists to assist with management’s determination of the valuation of its fair values of assets acquired and liabilities assumed in business combinations , convertible senior notes, and certain market-based performance equity awards. There have been significant changes to the global economic situation as a consequence of the COVID-19 pandemic. The global outbreak continues to cause instability and volatility in multiple markets where the Company conducts business which could cause changes to estimates as a result of the financial circumstances. Such changes to estimates could potentially result in impacts that would be material to the consolidated financial statements, particularly with respect to the timing of revenue recognition resulting from potential implementation delays, evaluating the recoverability of long-lived assets with finite useful lives for impairment and estimates o f credit losses for accounts receivables and contract assets. No impairments were recorded as of the balance sheet date; however, due to significant uncertainty surrounding the situation, management's judgment regarding this could change in the future. As of the date of issuance of these financial statements, the Company’s results of operations have not been significantly impacted by the COVID-19 pandemic ; however, the Company continues to monitor the situation . |
Concentrations of Credit and Business Risk | Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company maintains cash and cash equivalent balances at several banks. Accounts located in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. From time to time, balances may exceed amounts insured by the FDIC. The Company has not experienced any losses in such amounts. The Company’s accounts receivable are generally unsecured and are derived from revenue earned from customers primarily located in the United States, Norway, Netherlands, Sweden and the United Kingdom and are generally denominated in U.S. Dollars, Norwegian Krone, Euro, Swedish Kronor or British Pounds. Each reporting period, the Company reevaluates each customer’s ability to satisfy credit obligations and maintains an allowance for credit risk based on the evaluations. No single customer comprised more than 10% of the Company’s total revenue for the three months ended March 31, 2021 and 2020. No single customer comprised more than 10% of the Company’s total accounts receivable as of March 31, 2021 and December 31, 2020. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of three months or less at the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash The Company’s restricted cash balance primarily consists of cash held at a financial institution for collateral against performance on the Company’s customer contracts and certain other cash deposits for specific purposes. |
Short-Term Investments | Short-Term Investments Short-term investments consist of highly liquid investments, primarily commercial paper, U.S. Treasury and U.S. agency securities, with maturities over three months from the date of purchase and less than 12 months from the date of the balance sheet. Debt securities, money market funds and U.S. agency bonds that the Company has the ability and positive intent to hold to maturity are carried at amortized cost, which approximates fair value. All held-to-maturity securities have maturity dates within one year. |
Significant Accounting Policies | Significant Accounting Policies There have been no changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 26, 2021, that have had a material impact on the Company’s condensed consolidated financial statements and related notes. |
Revenue Recognition | Revenue Recognition The Company derives its revenues primarily from subscription services and professional services. Revenues are recognized when control of services is transferred to the Company’s customers in an amount that reflects the consideration it expects to be entitled to in exchange for those services. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation Subscription Services Revenues Subscription services revenues primarily consist of fees that provide customers access to one or more of the Company’s hosted applications for critical event management, with routine customer support. Revenue is generally recognized over time on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer. All services are recognized using an output measure of progress looking at time elapsed as the contract generally provides the customer equal benefit throughout the contract period. The Company’s subscription contracts are generally two years or longer in length, billed annually in advance, and non-cancelable. Professional Services Revenues Professional services revenues primarily consist of fees for deployment and optimization services, as well as training. The majority of the Company’s consulting contracts revenue is recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion performed. Software License Revenues On occasion the Company may sell software and related post contract support for on premises usage as well as professional services, hardware and hosting which is outside of the Company’s core business and is not a significant revenue stream for the Company. The Company’s on premises license transactions are generally perpetual in nature and are recognized at a point in time when made available to the customer for use. Significant judgment is required to determine the standalone selling prices for each distinct performance obligation in order to allocate the transaction price for purposes of revenue recognition. Making this judgment of estimating a standalone selling price involves consideration of overall pricing objectives, market conditions and other factors, including the value of our other similar contracts, the applications sold, customer demographics, geographic locations, and the number and types of users within the Company’s contracts. The significant judgment was primarily due to using such considerations to estimate the price that each distinct performance obligation would be sold for on a standalone basis because such performance obligations are typically sold together on a bundled basis. Changes in these estimates of standalone selling prices can have a material effect on the amount of revenue recognized from each distinct performance obligation. Contracts with Multiple Performance Obligations Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis for those performance obligations with stable observable prices and then the residual method applied for any performance obligation that has pricing which is highly variable. The Company determines the standalone selling prices based on the Company’s overall pricing objectives, taking into consideration market conditions and other factors, including the value of the Company’s contracts, pricing when certain services are sold on a standalone basis, the applications sold, customer demographics, geographic locations, and the volume of services and users. Returns The Company does not offer rights of return for its products and services in the normal course of business. Customer Acceptance The Company’s contracts with customers generally do not include customer acceptance clauses. |
Trade and Other Receivables | Trade and Other Receivables Trade and other receivables are primarily comprised of trade receivables that are recorded at the invoice amount, net of an allowance for credit risk, which is not material. Other receivables represent unbilled receivables related to subscription and professional services contracts, net of an allowance for credit losses, which is not material. |
Deferred Costs | Deferred Costs Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Subscription-related commissions costs are deferred and then amortized on a straight-line basis over a period of benefit that the Company has determined to be four years. Sales commissions attributable to professional services are expensed within twelve months of selling the service to the customer. The Company has determined the period of benefit by taking into consideration its customer contracts, its technology and other factors. Sales commissions attributed to renewals are not material and are not commensurate with initial and growth sales. Amortization of deferred commissions is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of amounts that have been invoiced and for which the Company has the right to bill, but that have not been recognized as revenue because the related goods or services have not been transferred. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current, and the remaining deferred revenue is recorded as non-current. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, not to receive financing from its customers or to provide customers with financing. Examples include invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements ASU 2020-01 In January 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-01, Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 Investments – Equity Securities The adoption of this standard did not have an impact on the Company’s condensed consolidated financial statements Recently Issued Accounting Guidance Not Yet Adopted ASU 2020-06 In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Other accounting standard updates effective for interim and annual periods beginning after December 31, 2020 are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Accounts Receivable and Contr_2
Accounts Receivable and Contract Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounts Receivable Net [Abstract] | |
Schedule of Accounts Receivable Net | Accounts receivable, net is as follows (in thousands): As of As of March 31, 2021 December 31, 2020 Accounts receivable amortized cost $ 89,582 $ 98,164 Allowance for credit losses (4,772 ) (3,788 ) Net accounts receivable $ 84,810 $ 94,376 |
Schedule of Changes in Allowance for Credit Losses for Accounts Receivable | The following table summarizes the changes in the allowance for credit losses for accounts receivable (in thousands): Three Months Ended March 31, 2021 2020 Balance, beginning of period $ (3,788 ) $ (1,125 ) Provision for expected credit losses (1,012 ) (743 ) Write-offs 28 115 Balance, end of period $ (4,772 ) $ (1,753 ) |
Schedule of Contract Assets, Net | Contract assets, net is as follows (in thousands): As of As of March 31, 2021 December 31, 2020 Contract asset amortized cost $ 5,890 $ 2,560 Allowance for credit losses (842 ) (398 ) Net contract asset $ 5,048 $ 2,162 |
Schedule of Changes in Allowance for Credit Losses for Contract Assets | The following table summarizes the changes in the allowance for credit losses for contract assets (in thousands): Three Months Ended March 31, 2021 2020 Balance, beginning of period $ (398 ) $ — Provision for expected credit losses (444 ) (25 ) Write-offs — — Balance, end of period $ (842 ) $ (25 ) |
Schedule of Changes in Sales Reserve | The following table summarizes the changes in the sales reserve (in thousands): Three Months Ended March 31, 2021 2020 Balance, beginning of period $ (175 ) $ (175 ) Additions — (200 ) Write-offs 26 — Balance, end of period $ (149 ) $ (375 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment consisted of the following (in thousands): Useful life As of As of in years March 31, 2021 December 31, 2020 Furniture and equipment 5 $ 2,044 $ 2,041 Leasehold improvements (1) 9 4,957 4,944 System hardware 5 812 807 Office computers 3 6,856 6,547 Computer and system software 3 2,068 827 16,737 15,166 Less accumulated depreciation and amortization (8,236 ) (7,392 ) Property and equipment, net $ 8,501 $ 7,774 ( 1 ) Lesser of the lease term or the estimated useful lives of the improvements, which may be up to 9 years |
Capitalized Software Developm_2
Capitalized Software Development Costs, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Research And Development [Abstract] | |
Summary of Capitalized Software Development Costs, Net | Capitalized software development costs consisted of the following (in thousands): Gross carrying amount Amortization period Accumulated amortization Net carrying amount As of March 31, 2021 $ 62,341 3 years $ (45,554 ) $ 16,787 As of December 31, 2020 59,761 3 years (43,432 ) 16,329 |
Schedule of Expected Amortization of Capitalized Software Development Costs | The expected amortization of capitalized software development costs, as of March 31, 2021, for each of the following years is as follows (in thousands): 2021 (for the remaining nine months) $ 6,298 2022 6,469 2023 3,824 2024 196 $ 16,787 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the Company's financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy. Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): As of March 31, 2021 Quoted Significant Prices in Other Significant Active Observable Unobservable Markets Inputs Inputs Total Fair (Level 1) (Level 2) (Level 3) Value Assets: Cash equivalents: Money market funds $ 667,593 $ — $ — $ 667,593 Total financial assets $ 667,593 $ — $ — $ 667,593 Liabilities: Contingent consideration $ — $ — $ 19,331 $ 19,331 Derivative instruments - acquisition-related deferred common stock consideration — 821 — 821 Total financial liabilities $ — $ 821 $ 19,331 $ 20,152 As of December 31, 2020 Quoted Significant Prices in Other Significant Active Observable Unobservable Markets Inputs Inputs Total Fair (Level 1) (Level 2) (Level 3) Value Assets: Cash equivalents: Money market funds $ 432,560 $ — $ — $ 432,560 Total financial assets $ 432,560 $ — $ — $ 432,560 Liabilities: Contingent consideration $ — $ — $ 10,619 $ 10,619 Derivative instruments - acquisition-related deferred common stock consideration — 1,011 — 1,011 Total financial liabilities $ — $ 1,011 $ 10,619 $ 11,630 |
Summary of Changes in Level 3 Financial Instruments | The following tables summarize the changes in Level 3 financial instruments (in thousands): Fair value at December 31, 2019 $ — Contingent consideration from Connexient acquisition 340 Contingent consideration from one2many acquisition 2,190 Fair value at March 31, 2020 $ 2,530 Fair value at December 31, 2020 $ 10,619 Contingent consideration from RedSky acquisition 9,135 Adjustment for one2many acquisition (690 ) Adjustment for SnapComms acquisition 732 Foreign currency translation (465 ) Fair value at March 31, 2021 $ 19,331 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Gross Carrying Amount of Goodwill | The following table displays the changes in the gross carrying amount of goodwill (in thousands): Balance at December 31, 2020 $ 187,411 Increase due to acquisition 49,308 Foreign currency translation (1,940 ) Balance at March 31, 2021 $ 234,779 |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): As of March 31, 2021 Gross carrying amount Weighted average life (years) Accumulated amortization Net carrying amount Amortizable intangible assets: Developed technology $ 35,258 3.49 $ (7,879 ) $ 27,379 Tradenames 17,501 3.59 (7,873 ) 9,628 Customer relationships 119,837 7.67 (25,970 ) 93,867 Total intangible assets $ 172,596 $ (41,722 ) $ 130,874 As of December 31, 2020 Gross carrying amount Weighted average life (years) Accumulated amortization Net carrying amount Amortizable intangible assets: Developed technology $ 31,851 3.54 $ (5,322 ) $ 26,529 Tradenames 15,360 3.52 (6,638 ) 8,722 Customer relationships 100,590 7.41 (22,079 ) 78,511 Total intangible assets $ 147,801 $ (34,039 ) $ 113,762 |
Schedule of Expected Amortization of Intangible Assets | The expected amortization of the intangible assets, as of March 31, 2021, for each of the next five years and thereafter is as follows (in thousands): 2021 (for the remaining nine months) $ 23,319 2022 28,024 2023 23,021 2024 20,143 2025 13,202 Thereafter 23,165 $ 130,874 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Red Sky Technologies Inc. | |
Summary of Allocation of Purchase Consideration and Estimated Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of RedSky RedSky Assets acquired Accounts receivable $ 2,926 Other assets 242 Property and equipment 18 Trade names 2,230 Acquired technology 3,590 Customer relationships 20,200 Goodwill 49,308 Total assets acquired 78,514 Liabilities assumed Accounts payable 233 Accrued expenses 773 Deferred revenue 5,866 Deferred tax liabilities 7,048 Other liabilities 26 Net assets acquired $ 64,568 Consideration paid Cash paid, net of cash acquired $ 32,401 Fair value of common stock issued 23,032 Contingent consideration 9,135 Total $ 64,568 |
Techwan SA | |
Summary of Allocation of Purchase Consideration and Estimated Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of Techwan Techwan Assets acquired Accounts receivable $ 921 Other current assets 235 Acquired technology 1,160 Trade names 580 Customer relationships 5,100 Goodwill 12,678 Other assets 254 Total assets acquired 20,928 Liabilities assumed Accrued expenses 673 Deferred revenue 1,190 Deferred tax liabilities 838 Other current liabilities 927 Net assets acquired $ 17,300 Consideration paid Cash consideration, net of cash acquired $ 9,301 Fair value of common stock issued 5,074 Acquisition-related deferred common stock consideration 895 Contingent consideration 2,030 Total $ 17,300 |
SnapComms Limited | |
Summary of Allocation of Purchase Consideration and Estimated Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of SnapComms SnapComms Assets acquired Accounts receivable $ 1,808 Other current assets 283 Property and equipment 118 Acquired technology 2,300 Trade names 960 Customer relationships 13,300 Goodwill 22,629 Other assets 943 Total assets acquired 42,341 Liabilities assumed Accrued expenses 503 Deferred revenue 3,165 Deferred tax liabilities 4,960 Other liabilities 742 Net assets acquired $ 32,971 Consideration paid Cash consideration, net of cash acquired $ 10,090 Fair value of common stock issued 17,685 Acquisition-related deferred consideration 3,149 Contingent consideration 2,047 Total $ 32,971 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
0% Convertible Senior Notes Due 2026 | |
Schedule of Components of Convertible Senior Notes | The 2026 Notes consist of the following (in thousands): As of March 31, 2021 Liability component: Principal $ 375,000 Less: debt discount, net of amortization (111,920 ) Net carrying amount $ 263,080 Equity component (1) 99,000 (1) Recorded in the consolidated balance sheet within additional paid-in capital, net of $3.0 million transaction costs in equity and net of $3.4 million for taxes. |
Summary of Total Interest Expense Recognized Related To Convertible Senior Notes | The following table sets forth total interest expense recognized related to the 2026 Notes (in thousands): Three Months Ended March 31, 2021 0% coupon $ — Amortization of debt discount and transaction costs 1,056 $ 1,056 |
Summary of Fair Value and Carrying Value of Convertible Senior Notes | The fair value of the 2026 Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2026 Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s 2026 Notes classified in equity) was as follows (in thousands): As of March 31, 2021 Fair Value Carrying Value 2026 Notes $ 369,000 $ 263,080 |
0.125% Convertible Senior Notes Due 2024 | |
Schedule of Components of Convertible Senior Notes | The 2024 Notes consist of the following (in thousands): As of As of March 31, 2021 December 31, 2020 Liability component: Principal $ 450,000 $ 450,000 Less: debt discount, net of amortization (76,328 ) (80,968 ) Net carrying amount $ 373,672 $ 369,032 Equity component (1) 86,133 86,133 (1) Recorded in the consolidated balance sheet within additional paid-in capital, net of $ 2.6 million transaction costs in equity and net of $ 0.9 million for taxes. |
Summary of Total Interest Expense Recognized Related To Convertible Senior Notes | The following table sets forth total interest expense recognized related to the 2024 Notes (in thousands): Three Months Ended March 31, 2021 2020 0.125% coupon $ 141 $ 141 Amortization of debt discount and transaction costs 4,639 4,406 $ 4,780 $ 4,547 |
Summary of Fair Value and Carrying Value of Convertible Senior Notes | T he fair value of the 2024 Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2024 Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s 2024 Notes classified in equity) were as follows (in thousands): As of March 31, 2021 As of December 31, 2020 Fair Value Carrying Value Fair Value Carrying Value 2024 Notes $ 585,000 $ 373,672 $ 663,615 $ 369,032 |
1.50% Convertible Senior Notes Due 2022 | |
Schedule of Components of Convertible Senior Notes | The 2022 Notes consist of the following (in thousands): As of As of March 31, 2021 December 31, 2020 Liability component: Principal $ 1,538 $ 79,795 Less: debt discount, net of amortization (125 ) (7,313 ) Net carrying amount $ 1,413 $ 72,482 Equity component (1) (39,064 ) (21,318 ) (1) Recorded in the consolidated balance sheet within additional paid-in capital, net of $0.8 million transaction costs in equity. Additional paid-in capital also includes $2.7 million and $36.7 million, respectively, market premium representing the excess of the total consideration delivered over the fair value of the liability recognized related to the $58.6 million and $23.0 million, respectively, principal balance |
Summary of Total Interest Expense Recognized Related To Convertible Senior Notes | The following table sets forth total interest expense recognized related to the 2022 Notes (in thousands): Three Months Ended March 31, 2021 2020 1.50% coupon $ 106 $ 345 Amortization of debt discount and transaction costs 618 1,030 $ 724 $ 1,375 |
Summary of Fair Value and Carrying Value of Convertible Senior Notes | The fair value of the 2022 Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2022 Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s convertible notes classified in equity) were as follows (in thousands): As of March 31, 2021 As of December 31, 2020 Fair Value Carrying Value Fair Value Carrying Value 2022 Notes $ 7,170 $ 1,413 $ 265,488 $ 72,482 |
Stock Plans and Stock-Based C_2
Stock Plans and Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Assumptions Used in Determining Fair Value of Shares Issuable | The fair value of shares issuable under the ESPP is determined using the Black-Scholes option pricing model with the following weighted average assumptions: Three Months Ended March 31, 2021 2020 Employee Stock Purchase Plan: Expected term (in years) (1) 0.50 0.50 Expected volatility (2) 60% 55% Risk-free interest rate (3) 0.06% 0.29% Dividend rate (4) 0% 0% (1) The expected term represents the contractual term of the ESPP; (2) The expected volatility of the Company’s common stock on the date of grant is based on the weighted average of the Company’s historical volatility as a public company, the implied volatility of publicly-traded options on the Company’s common stock and the volatilities of publicly traded peer companies that are reasonably comparable to the Company’s own operations; (3) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term of the grant; and (4) The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on the Company’s common stock. |
Schedule of Stock Option Activity | The following table summarizes the Company’s stock option activity: Stock options outstanding Weighted average exercise price Outstanding at December 31, 2020 279,021 $ 25.55 Exercised (52,955 ) 30.30 Forfeited (4,062 ) 32.81 Outstanding at March 31, 2021 222,004 24.28 |
Schedule of Stock Options Outstanding, Vested and Expected to Vest and Exercisable | Stock options outstanding, vested and expected to vest and exercisable are as follows: As of March 31, 2021 Number of shares Remaining contractual life (years) Weighted- average exercise price Outstanding 222,004 5.95 $ 24.28 Vested and expected to vest 221,120 5.94 24.24 Exercisable 150,286 5.56 19.96 |
Schedule of Vested and Nonvested Stock Option Activity | Vested and nonvested stock option activity was as follows: Vested Nonvested Options outstanding Weighted average exercise price Options outstanding Weighted average exercise price Outstanding at March 31, 2021 150,286 $ 19.96 71,718 $ 33.34 |
Summary of RSU and PSU Activity | The following table summarizes the Company’s RSU and PSU activity: Number of Shares Outstanding at December 31, 2020 1,420,541 Granted 60,273 Vested (64,304 ) Forfeited (35,677 ) Outstanding at March 31, 2021 1,380,833 |
Summary of Stock-Based Compensation Expense | The Company recorded the total stock-based compensation expense as follows (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue $ 999 $ 608 Sales and marketing 3,742 3,608 Research and development 2,028 1,874 General and administrative 5,916 4,220 Total $ 12,685 $ 10,310 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Common Equivalent Shares were Excluded from Diluted Net Loss Per Share Calculation because their Inclusion would have been Anti-Dilutive | The following common equivalent shares were excluded from the diluted net loss per share calculation because their inclusion would have been anti-dilutive: As of March 31, 2021 2020 Convertible senior notes 6,125,864 6,733,914 Stock-based compensation grants 1,602,837 2,020,460 Total 7,728,701 8,754,374 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Standards Update 2014-09 | |
Disaggregation Of Revenue [Line Items] | |
Summary of Disaggregates Revenue | The following table disaggregates the Company’s revenue by geography which provides information as to the major source of revenue (in thousands): Three Months Ended March 31, Primary Geographic Markets 2021 2020 United States $ 57,465 $ 46,949 International 24,745 11,951 Total $ 82,210 $ 58,900 The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Three Months Ended March 31, 2021 2020 Subscription services $ 70,432 $ 53,811 Professional services 5,940 4,481 Software licenses and other 5,838 608 Total $ 82,210 $ 58,900 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Summary of Additional Information Related to Leases | Additional information related to the Company’s leases is as follows (in thousands, except lease term and discount rate): As of As of March 31, 2021 December 31, 2020 Balance sheet information ROU assets $ 14,179 $ 15,045 Lease liabilities, current $ 4,244 $ 4,259 Lease liabilities, non-current 13,406 14,403 Total lease liabilities $ 17,650 $ 18,662 Supplemental data Weighted average remaining lease term 4.36 years 4.57 years Weighted average discount rate 6.97 % 7.00 % Three Months Ended March 31, 2021 2020 Cash paid for amounts included in lease liabilities $ 1,784 $ 1,158 ROU assets obtained in exchange for new lease obligations 163 5,055 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of March 31, 2021 Year ending December 31, 2021 (for the remaining nine months) $ 4,173 2022 5,248 2023 5,097 2024 2,631 2025 930 Thereafter 2,769 Total undiscounted lease payments 20,848 Less: imputed interest (3,198 ) Total lease liabilities $ 17,650 |
Schedule of Components of Lease Expense | The following table presents components of lease expense (in thousands): Three Months Ended March 31, 2021 2020 Operating lease expense $ 1,303 $ 1,149 Short-term lease expense ( 1) 166 215 1,469 1,364 Less: Sublease income — (46 ) Total lease expense $ 1,469 $ 1,318 (1) Short-term lease expense includes all leases with lease terms ranging from less than one month to one year. |
Business and Nature of Operat_2
Business and Nature of Operations - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Mar. 31, 2021 | Nov. 30, 2017 | Dec. 31, 2020 | |
0% Convertible Senior Notes Due March 15, 2026 | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Aggregate principal amount | $ 375,000 | ||
Debt instrument, interest rate | 0.00% | ||
Debt instrument, maturity date | Mar. 15, 2026 | ||
Cost of purchased capped call options | $ 35,100 | ||
1.50% Convertible Senior Notes Due 2022 | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Aggregate principal amount | $ 1,538 | $ 115,000 | $ 79,795 |
Debt instrument, interest rate | 1.50% | 1.50% | |
Debt instrument, maturity date | Nov. 1, 2022 | ||
Cost of purchased capped call options | $ 12,900 | ||
Repayments of debt | $ 58,600 | ||
Issuance of common stock | 1,288,994 | ||
Repurchase of aggregate principal amount | $ 58,600 | ||
Partially terminated capped call options | 10,600 | ||
Option to Purchase | 0% Convertible Senior Notes Due March 15, 2026 | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Aggregate principal amount | $ 50,000 | ||
Option to Purchase | 1.50% Convertible Senior Notes Due 2022 | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Aggregate principal amount | $ 15,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)Customer | Mar. 31, 2020Customer | Dec. 31, 2019Customer | |
Impairment charges | $ | $ 0 | ||
Subscription contracts | The Company’s subscription contracts are generally two years or longer in length, billed annually in advance, and non-cancelable. | ||
Deferred sales commission cost amortization period | 4 years | ||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Accounting Standards Update [Extensible List] | evbg:AccountingStandardsUpdate202001Member | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected [Extensible List] | evbg:AccountingStandardsUpdate202001ProspectiveMember | ||
Customer Concentration Risk | Revenue | |||
Number of customers above 10% threshold | Customer | 0 | 0 | |
Customer Concentration Risk | Accounts Receivable | |||
Number of customers above 10% threshold | Customer | 0 | 0 | |
Maximum | |||
Cash and cash equivalent, FDIC insured amount | $ | $ 250,000 |
Accounts Receivable and Contr_3
Accounts Receivable and Contract Assets, Net - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts Receivable Net [Abstract] | ||||
Accounts receivable amortized cost | $ 89,582 | $ 98,164 | ||
Allowance for credit losses | (4,772) | (3,788) | $ (1,753) | $ (1,125) |
Net accounts receivable | $ 84,810 | $ 94,376 |
Accounts Receivable and Contr_4
Accounts Receivable and Contract Assets, Net - Schedule of Changes in Allowance for Credit Losses for Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Allowance For Credit Loss [Abstract] | ||
Balance, beginning of period | $ (3,788) | $ (1,125) |
Provision for expected credit losses | (1,012) | (743) |
Write-offs | 28 | 115 |
Balance, end of period | $ (4,772) | $ (1,753) |
Accounts Receivable and Contr_5
Accounts Receivable and Contract Assets, Net - Schedule of Contract Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable Net [Abstract] | ||
Contract asset amortized cost | $ 5,890 | $ 2,560 |
Allowance for credit losses | (842) | (398) |
Net contract asset | $ 5,048 | $ 2,162 |
Accounts Receivable and Contr_6
Accounts Receivable and Contract Assets, Net - Schedule of Changes in Allowance for Credit Losses for Contract Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Allowance For Credit Loss [Abstract] | ||
Balance, beginning of period | $ (398) | |
Provision for expected credit losses | (444) | $ (25) |
Balance, end of period | $ (842) | $ (25) |
Accounts Receivable and Contr_7
Accounts Receivable and Contract Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounts Notes And Loans Receivable [Line Items] | ||
Credit loss expense | $ 1,012 | $ 743 |
Receivable and Contract Assets | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Credit loss expense | $ 1,400 | $ 700 |
Accounts Receivable and Contr_8
Accounts Receivable and Contract Assets, Net - Schedule of Changes in Sales Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounts Receivable Net [Abstract] | ||
Balance, beginning of period | $ (175) | $ (175) |
Additions | (200) | |
Write-offs | 26 | |
Balance, end of period | $ (149) | $ (375) |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | ||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 16,737 | $ 15,166 | |
Less accumulated depreciation and amortization | (8,236) | (7,392) | |
Property and equipment, net | 8,501 | 7,774 | |
Furniture and Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 2,044 | 2,041 | |
Property and equipment, useful life in years | 5 years | ||
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 4,957 | 4,944 | |
Property and equipment, useful life in years | [1] | 9 years | |
Systems Hardware | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 812 | 807 | |
Property and equipment, useful life in years | 5 years | ||
Office Computers | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 6,856 | 6,547 | |
Property and equipment, useful life in years | 3 years | ||
Computer and System Software | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 2,068 | $ 827 | |
Property and equipment, useful life in years | 3 years | ||
[1] | Lesser of the lease term or the estimated useful lives of the improvements, which may be up to 9 years |
Property and Equipment, Net -_2
Property and Equipment, Net - Schedule of Property and Equipment (Parenthetical) (Details) - Leasehold Improvements | 3 Months Ended | |
Mar. 31, 2021 | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, useful life in years | 9 years | [1] |
Maximum | ||
Property Plant And Equipment [Line Items] | ||
Lease term | 9 years | |
Property and equipment, useful life in years | 9 years | |
[1] | Lesser of the lease term or the estimated useful lives of the improvements, which may be up to 9 years |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 0.8 | $ 0.6 |
Capitalized Software Developm_3
Capitalized Software Development Costs, Net - Summary of Capitalized Software Development Costs, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Capitalized Computer Software Net [Line Items] | ||
Net carrying amount | $ 16,787 | $ 16,329 |
Capitalized Software Development Costs | ||
Capitalized Computer Software Net [Line Items] | ||
Gross carrying amount | $ 62,341 | $ 59,761 |
Amortization period | 3 years | 3 years |
Accumulated amortization | $ (45,554) | $ (43,432) |
Net carrying amount | $ 16,787 | $ 16,329 |
Capitalized Software Developm_4
Capitalized Software Development Costs, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Capitalized Computer Software Net [Abstract] | ||
Capitalized software development costs | $ 2.6 | $ 2 |
Capitalized software development costs, amortization expense | $ 2.1 | $ 1.9 |
Capitalized Software Developm_5
Capitalized Software Development Costs, Net - Schedule of Expected Amortization of Capitalized Software Development Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Capitalized Computer Software Net [Abstract] | ||
2021 (for the remaining nine months) | $ 6,298 | |
2022 | 6,469 | |
2023 | 3,824 | |
2024 | 196 | |
Net carrying amount | $ 16,787 | $ 16,329 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2019 | Nov. 30, 2017 | Mar. 31, 2021 | Dec. 31, 2020 | May 27, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Asset impairment charges | $ 0 | |||||
Fair value of assets transferred from level 1 to level 2 | $ 0 | 0 | ||||
Fair value of assets transferred from level 2 to level 1 | 0 | 0 | ||||
Fair value of liabilities transferred from level 1 to level 2 | 0 | 0 | ||||
Fair value of liabilities transferred from level 2 to level 1 | $ 0 | $ 0 | ||||
Common stock reserved for future issuance | 5,900,000 | 5,900,000 | ||||
Carrying value of convertible senior notes | $ 638,165,000 | $ 638,165,000 | $ 441,514,000 | |||
0% Convertible Senior Notes Due March 15, 2026 | ||||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Fair value of convertible senior notes | 369,000,000 | 369,000,000 | ||||
Carrying value of convertible senior notes | $ 263,100,000 | $ 263,100,000 | ||||
Debt instrument, interest rate | 0.00% | 0.00% | ||||
Debt instrument, maturity date | Mar. 15, 2026 | |||||
0.125% Convertible Senior Notes Due 2024 | ||||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Fair value of convertible senior notes | $ 585,000,000 | $ 585,000,000 | 663,600,000 | |||
Carrying value of convertible senior notes | $ 373,700,000 | $ 373,700,000 | 369,000,000 | |||
Debt instrument, interest rate | 0.125% | 0.125% | 0.125% | |||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | ||||
1.50% Convertible Senior Notes Due 2022 | ||||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Fair value of convertible senior notes | $ 7,200,000 | $ 7,200,000 | 265,500,000 | |||
Carrying value of convertible senior notes | $ 1,400,000 | $ 1,400,000 | 72,500,000 | |||
Debt instrument, interest rate | 1.50% | 1.50% | 1.50% | |||
Debt instrument, maturity date | Nov. 1, 2022 | |||||
Techwan SA | ||||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Common stock reserved for future issuance | 6,779 | |||||
Techwan SA | Other Expense, Net | ||||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Derivative liabilities, changes in fair value | $ 200,000 | |||||
One2Many Group B.V. | ||||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Increase (Decrease) in contingent consideration obligation | (700,000) | |||||
SnapComms Limited | ||||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Increase (Decrease) in contingent consideration obligation | 700,000 | |||||
Fair Value Measurements, Nonrecurring | ||||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Asset impairment charges | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 667,593 | $ 432,560 |
Contingent consideration | 19,331 | 10,619 |
Derivative instruments - acquisition-related deferred common stock consideration | 821 | 1,011 |
Total financial liabilities | 20,152 | 11,630 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 667,593 | 432,560 |
Quoted Prices in Active Markets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 667,593 | 432,560 |
Quoted Prices in Active Markets (Level 1) | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 667,593 | 432,560 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative instruments - acquisition-related deferred common stock consideration | 821 | 1,011 |
Total financial liabilities | 821 | 1,011 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | 19,331 | 10,619 |
Total financial liabilities | $ 19,331 | $ 10,619 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Level 3 Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance, fair value | $ 10,619 | |
Ending balance, fair value | 19,331 | $ 2,530 |
Foreign currency translation | (465) | |
Connexient | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration | 340 | |
One2Many Group B.V. | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration | $ 2,190 | |
Adjustment for acquisition | (690) | |
Red Sky Technologies Inc. | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration | 9,135 | |
SnapComms Limited | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Adjustment for acquisition | $ 732 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Schedule of Changes in Gross Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill, beginning balance | $ 187,411 |
Increase due to acquisition | 49,308 |
Foreign currency translation | (1,940) |
Goodwill, ending balance | $ 234,779 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Intangible Assets And Goodwill [Line Items] | |||
Impairment of goodwill | $ 0 | $ 0 | |
Amortization expense for intangible assets | 7,900,000 | $ 4,100,000 | |
Developed Technology | Cost of Revenue | |||
Intangible Assets And Goodwill [Line Items] | |||
Amortization expense for intangible assets | $ 2,600,000 | $ 700,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 172,596 | $ 147,801 |
Accumulated amortization | (41,722) | (34,039) |
Net carrying amount | 130,874 | 113,762 |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 35,258 | 31,851 |
Accumulated amortization | (7,879) | (5,322) |
Net carrying amount | $ 27,379 | $ 26,529 |
Developed Technology | Weighted-Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average life (years) | 3 years 5 months 26 days | 3 years 6 months 14 days |
Tradenames | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 17,501 | $ 15,360 |
Accumulated amortization | (7,873) | (6,638) |
Net carrying amount | $ 9,628 | $ 8,722 |
Tradenames | Weighted-Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average life (years) | 3 years 7 months 2 days | 3 years 6 months 7 days |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 119,837 | $ 100,590 |
Accumulated amortization | (25,970) | (22,079) |
Net carrying amount | $ 93,867 | $ 78,511 |
Customer Relationships | Weighted-Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average life (years) | 7 years 8 months 1 day | 7 years 4 months 28 days |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Schedule of Expected Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2021 (for the remaining nine months) | $ 23,319 | |
2022 | 28,024 | |
2023 | 23,021 | |
2024 | 20,143 | |
2025 | 13,202 | |
Thereafter | 23,165 | |
Net carrying amount | $ 130,874 | $ 113,762 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 15, 2021 | Aug. 04, 2020 | May 27, 2020 | Mar. 19, 2020 | Feb. 25, 2020 | Feb. 07, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||||
Cash paid net of cash acquired | $ 32,401 | $ 34,941 | |||||||
Contingent consideration | 19,331 | $ 10,619 | |||||||
Cash paid | $ 32,401 | $ 34,941 | |||||||
Common stock reserved for future issuance | 5,900,000 | ||||||||
Red Sky Technologies Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Date of acquisition of business | Jan. 15, 2021 | ||||||||
Total purchase price net of cash acquired | $ 55,400 | ||||||||
Cash paid net of cash acquired | $ 32,400 | $ 32,401 | |||||||
Number of newly issued common stock | 162,820 | ||||||||
Common stock price per share | $ 141.46 | ||||||||
Contingent payment | $ 30,000 | ||||||||
Contingent consideration | 9,135 | ||||||||
Weighted average useful life of identified acquired intangible assets | 7 years 8 months 26 days | ||||||||
Total purchase price | $ 64,568 | ||||||||
Cash paid | $ 32,400 | 32,401 | |||||||
Red Sky Technologies Inc. | Maximum | General and Administrative Expenses | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition transaction costs | $ 100 | ||||||||
Red Sky Technologies Inc. | Acquired Technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted average useful life of identified acquired intangible assets | 3 years | ||||||||
Red Sky Technologies Inc. | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted average useful life of identified acquired intangible assets | 9 years | ||||||||
Red Sky Technologies Inc. | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted average useful life of identified acquired intangible assets | 4 years | ||||||||
Connexient | |||||||||
Business Acquisition [Line Items] | |||||||||
Date of acquisition of business | Feb. 7, 2020 | ||||||||
Cash paid net of cash acquired | $ 11,500 | ||||||||
Number of newly issued common stock | 96,611 | ||||||||
Common stock price per share | $ 93.32 | ||||||||
Contingent payment | $ 6,000 | ||||||||
Total purchase price | 20,200 | ||||||||
Cash paid | $ 11,500 | ||||||||
CNL Software Limited | |||||||||
Business Acquisition [Line Items] | |||||||||
Date of acquisition of business | Feb. 25, 2020 | ||||||||
Cash paid net of cash acquired | $ 19,800 | ||||||||
Number of newly issued common stock | 153,217 | ||||||||
Common stock price per share | $ 104.10 | ||||||||
Total purchase price | $ 35,700 | ||||||||
Cash paid | $ 19,800 | ||||||||
One2Many Group B.V. | |||||||||
Business Acquisition [Line Items] | |||||||||
Date of acquisition of business | Mar. 19, 2020 | ||||||||
Cash paid net of cash acquired | $ 5,500 | ||||||||
Number of newly issued common stock | 52,113 | ||||||||
Common stock price per share | $ 104.95 | ||||||||
Contingent payment | $ 15,000 | ||||||||
Contingent consideration | 2,200 | ||||||||
Total purchase price | 13,100 | ||||||||
Cash paid | 5,500 | ||||||||
Purchase liabilities | $ 2,000 | ||||||||
Change in fair value of contingent consideration obligation | $ (700) | ||||||||
One2Many Group B.V. | General and Administrative Expenses | |||||||||
Business Acquisition [Line Items] | |||||||||
Change in fair value of contingent consideration obligation | (700) | ||||||||
Techwan SA | |||||||||
Business Acquisition [Line Items] | |||||||||
Date of acquisition of business | May 27, 2020 | ||||||||
Cash paid net of cash acquired | $ 9,400 | $ 9,301 | |||||||
Number of newly issued common stock | 38,425 | ||||||||
Common stock price per share | $ 132.05 | ||||||||
Contingent payment | $ 7,000 | ||||||||
Contingent consideration | 2,030 | ||||||||
Weighted average useful life of identified acquired intangible assets | 7 years 5 months 19 days | ||||||||
Total purchase price | 15,500 | $ 17,300 | |||||||
Cash paid | 9,400 | $ 9,301 | |||||||
Purchase liabilities | $ 100 | ||||||||
Common stock reserved for future issuance | 6,779 | ||||||||
Techwan SA | General and Administrative Expenses | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition transaction costs | 200 | ||||||||
Techwan SA | Acquired Technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted average useful life of identified acquired intangible assets | 3 years | ||||||||
Techwan SA | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted average useful life of identified acquired intangible assets | 9 years | ||||||||
Techwan SA | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted average useful life of identified acquired intangible assets | 3 years | ||||||||
SnapComms Limited | |||||||||
Business Acquisition [Line Items] | |||||||||
Date of acquisition of business | Aug. 4, 2020 | ||||||||
Cash paid net of cash acquired | $ 13,600 | $ 10,090 | |||||||
Number of newly issued common stock | 121,858 | ||||||||
Common stock price per share | $ 145.13 | ||||||||
Contingent payment | $ 5,000 | ||||||||
Contingent consideration | 2,047 | ||||||||
Weighted average useful life of identified acquired intangible assets | 7 years 9 months 25 days | ||||||||
Total purchase price | 34,400 | $ 32,971 | |||||||
Cash paid | 13,600 | 10,090 | |||||||
Change in fair value of contingent consideration obligation | 700 | ||||||||
Contingent consideration expect to pay | $ 3,300 | ||||||||
SnapComms Limited | General and Administrative Expenses | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition transaction costs | $ 100 | ||||||||
Change in fair value of contingent consideration obligation | $ 700 | ||||||||
SnapComms Limited | Acquired Technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted average useful life of identified acquired intangible assets | 3 years | ||||||||
SnapComms Limited | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted average useful life of identified acquired intangible assets | 9 years | ||||||||
SnapComms Limited | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted average useful life of identified acquired intangible assets | 3 years |
Business Combinations - Summary
Business Combinations - Summary of Allocation of Purchase Consideration and Estimated Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jan. 15, 2021 | Aug. 04, 2020 | May 27, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Assets acquired | ||||||
Goodwill | $ 234,779 | $ 187,411 | ||||
Consideration paid | ||||||
Cash paid net of cash acquired | 32,401 | $ 34,941 | ||||
Contingent consideration | 19,331 | $ 10,619 | ||||
Red Sky Technologies Inc. | ||||||
Assets acquired | ||||||
Accounts receivable | $ 2,926 | |||||
Other assets | 242 | |||||
Property and equipment | 18 | |||||
Goodwill | 49,308 | |||||
Total assets acquired | 78,514 | |||||
Liabilities assumed | ||||||
Accounts payable | 233 | |||||
Accrued expenses | 773 | |||||
Deferred revenue | 5,866 | |||||
Deferred tax liabilities | 7,048 | |||||
Other liabilities | 26 | |||||
Net assets acquired | 64,568 | |||||
Consideration paid | ||||||
Cash paid | 55,400 | |||||
Cash paid net of cash acquired | 32,400 | 32,401 | ||||
Fair value of common stock issued | 23,032 | |||||
Contingent consideration | 9,135 | |||||
Total | 64,568 | |||||
Red Sky Technologies Inc. | Acquired Technology | ||||||
Assets acquired | ||||||
Intangible assets other than goodwill | 3,590 | |||||
Red Sky Technologies Inc. | Trade Names | ||||||
Assets acquired | ||||||
Intangible assets other than goodwill | 2,230 | |||||
Red Sky Technologies Inc. | Customer Relationships | ||||||
Assets acquired | ||||||
Intangible assets other than goodwill | $ 20,200 | |||||
Techwan SA | ||||||
Assets acquired | ||||||
Accounts receivable | $ 921 | |||||
Other assets | 254 | |||||
Other current assets | 235 | |||||
Goodwill | 12,678 | |||||
Total assets acquired | 20,928 | |||||
Liabilities assumed | ||||||
Accrued expenses | 673 | |||||
Deferred revenue | 1,190 | |||||
Deferred tax liabilities | 838 | |||||
Other current liabilities | 927 | |||||
Net assets acquired | 17,300 | |||||
Consideration paid | ||||||
Cash paid net of cash acquired | 9,400 | 9,301 | ||||
Fair value of common stock issued | 5,074 | |||||
Acquisition-related deferred common stock consideration | 895 | |||||
Contingent consideration | 2,030 | |||||
Total | 15,500 | 17,300 | ||||
Techwan SA | Acquired Technology | ||||||
Assets acquired | ||||||
Intangible assets other than goodwill | 1,160 | |||||
Techwan SA | Trade Names | ||||||
Assets acquired | ||||||
Intangible assets other than goodwill | 580 | |||||
Techwan SA | Customer Relationships | ||||||
Assets acquired | ||||||
Intangible assets other than goodwill | $ 5,100 | |||||
SnapComms Limited | ||||||
Assets acquired | ||||||
Accounts receivable | $ 1,808 | |||||
Other assets | 943 | |||||
Other current assets | 283 | |||||
Property and equipment | 118 | |||||
Goodwill | 22,629 | |||||
Total assets acquired | 42,341 | |||||
Liabilities assumed | ||||||
Accrued expenses | 503 | |||||
Deferred revenue | 3,165 | |||||
Deferred tax liabilities | 4,960 | |||||
Other current liabilities | 742 | |||||
Net assets acquired | 32,971 | |||||
Consideration paid | ||||||
Cash paid net of cash acquired | 13,600 | 10,090 | ||||
Fair value of common stock issued | 17,685 | |||||
Acquisition-related deferred common stock consideration | 3,149 | |||||
Contingent consideration | 2,047 | |||||
Total | 34,400 | $ 32,971 | ||||
SnapComms Limited | Acquired Technology | ||||||
Assets acquired | ||||||
Intangible assets other than goodwill | 2,300 | |||||
SnapComms Limited | Trade Names | ||||||
Assets acquired | ||||||
Intangible assets other than goodwill | 960 | |||||
SnapComms Limited | Customer Relationships | ||||||
Assets acquired | ||||||
Intangible assets other than goodwill | $ 13,300 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Nov. 30, 2017USD ($)$ / sharesshares | Mar. 31, 2021USD ($)d$ / sharesshares | Jun. 30, 2018d | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)$ / shares | |
0% Convertible Senior Notes Due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 375,000,000 | $ 375,000,000 | |||||
Debt instrument, interest rate | 0.00% | 0.00% | |||||
Debt instrument, maturity date | Mar. 15, 2026 | ||||||
Debt instrument, interest rate terms | The Company will pay special interest, if any, at the Company’s election as the sole remedy relating to the failure to comply with certain reporting obligations and under certain circumstances. | ||||||
Debt Conversion, initial conversion rate | shares | 5.5341 | ||||||
Principal amount per note used in conversion rate | $ 1,000 | $ 1,000 | |||||
Conversion price per share | $ / shares | $ 180.70 | $ 180.70 | |||||
Shares issuable upon conversion of debt | shares | 2,100,000 | ||||||
Number of trading days | d | 20 | ||||||
Number of consecutive trading days | d | 30 | ||||||
Percentage of last reported sale price to conversion price on each applicable trading day | 130.00% | ||||||
Description of convertible notes at option of holders | On or after December 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2026 Notes at the conversion rate at any time regardless of whether the conditions set forth above have been met. | ||||||
Redemption price, percentage | 100.00% | ||||||
Implied interest rate | 7.25% | 7.25% | |||||
Debt instrument, fair value | $ 269,600,000 | $ 269,600,000 | |||||
Difference between aggregate principal amount and estimated fair value of liability component recorded in additional paid-in capital | 105,400,000 | ||||||
Transaction costs attributable to liability component | 7,600,000 | 7,600,000 | |||||
Transaction costs attributable to equity component | 3,000,000 | $ 3,000,000 | |||||
Initial strike price of capped call options | $ / shares | $ 180.70 | ||||||
Capped call options, cap price | $ / shares | $ 258.14 | ||||||
Cost of purchased capped call options | $ 35,100,000 | $ 35,100,000 | |||||
Share Price | $ / shares | $ 121.18 | $ 121.18 | |||||
0% Convertible Senior Notes Due 2026 | Scenario One | |||||||
Debt Instrument [Line Items] | |||||||
Number of trading days | d | 20 | ||||||
Number of consecutive trading days | d | 30 | ||||||
Percentage of last reported sale price to conversion price on each applicable trading day | 130.00% | ||||||
0% Convertible Senior Notes Due 2026 | Scenario Two | |||||||
Debt Instrument [Line Items] | |||||||
Number of consecutive trading days | d | 10 | ||||||
Percentage of last reported sale price to conversion price on each applicable trading day | 98.00% | ||||||
Notes measurement period | 5 days | ||||||
0.125% Convertible Senior Notes Due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 450,000,000 | $ 450,000,000 | $ 450,000,000 | $ 450,000,000 | $ 450,000,000 | ||
Debt instrument, interest rate | 0.125% | 0.125% | 0.125% | 0.125% | |||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | |||||
Debt instrument, interest rate terms | Interest is payable semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2020. | ||||||
Debt Conversion, initial conversion rate | shares | 8.8999 | ||||||
Principal amount per note used in conversion rate | $ 1,000 | $ 1,000 | |||||
Conversion price per share | $ / shares | $ 112.36 | $ 112.36 | |||||
Shares issuable upon conversion of debt | shares | 4,000,000 | ||||||
Number of trading days | d | 20 | ||||||
Number of consecutive trading days | d | 30 | ||||||
Percentage of last reported sale price to conversion price on each applicable trading day | 130.00% | ||||||
Description of convertible notes at option of holders | On or after June 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2024 Notes at the conversion rate at any time regardless of whether the conditions set forth above have been met. | ||||||
Redemption price, percentage | 100.00% | ||||||
Implied interest rate | 5.16% | 5.16% | |||||
Debt instrument, fair value | $ 360,400,000 | $ 360,400,000 | |||||
Difference between aggregate principal amount and estimated fair value of liability component recorded in additional paid-in capital | 89,600,000 | ||||||
Transaction costs attributable to liability component | 10,200,000 | 10,200,000 | |||||
Transaction costs attributable to equity component | $ 2,600,000 | $ 2,600,000 | |||||
Initial strike price of capped call options | $ / shares | $ 112.36 | ||||||
Capped call options, cap price | $ / shares | $ 166.46 | ||||||
Cost of purchased capped call options | $ 44,900,000 | $ 44,900,000 | |||||
Share Price | $ / shares | $ 121.18 | $ 121.18 | |||||
Interest payment beginning/commencing date | Jun. 15, 2020 | ||||||
0.125% Convertible Senior Notes Due 2024 | Scenario One | |||||||
Debt Instrument [Line Items] | |||||||
Number of trading days | d | 20 | ||||||
Number of consecutive trading days | d | 30 | ||||||
Percentage of last reported sale price to conversion price on each applicable trading day | 130.00% | ||||||
0.125% Convertible Senior Notes Due 2024 | Scenario Two | |||||||
Debt Instrument [Line Items] | |||||||
Number of consecutive trading days | d | 10 | ||||||
Percentage of last reported sale price to conversion price on each applicable trading day | 98.00% | ||||||
Notes measurement period | 5 days | ||||||
1.50% Convertible Senior Notes Due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 1,538,000 | $ 115,000,000 | $ 1,538,000 | $ 79,795,000 | |||
Debt instrument, interest rate | 1.50% | 1.50% | 1.50% | ||||
Debt instrument, maturity date | Nov. 1, 2022 | ||||||
Debt instrument, interest rate terms | Interest is payable semiannually in arrears on May 1 and November 1 of each year, commencing on May 1, 2018 | ||||||
Debt Conversion, initial conversion rate | shares | 29.6626 | ||||||
Principal amount per note used in conversion rate | $ 1,000 | ||||||
Conversion price per share | $ / shares | $ 33.71 | ||||||
Shares issuable upon conversion of debt | shares | 3,400,000 | ||||||
Number of trading days | d | 20 | 30 | |||||
Number of consecutive trading days | d | 30 | ||||||
Percentage of last reported sale price to conversion price on each applicable trading day | 130.00% | ||||||
Description of convertible notes at option of holders | On or after May 1, 2022, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2022 Notes at the conversion rate at any time regardless of whether the conditions set forth above have been met. | ||||||
Redemption price, percentage | 100.00% | ||||||
Implied interest rate | 6.93% | 6.93% | |||||
Debt instrument, fair value | $ 92,100,000 | $ 92,100,000 | |||||
Difference between aggregate principal amount and estimated fair value of liability component recorded in additional paid-in capital | $ 22,900,000 | ||||||
Transaction costs attributable to equity component | $ 800,000 | ||||||
Initial strike price of capped call options | $ / shares | $ 33.71 | ||||||
Capped call options, cap price | $ / shares | 47.20 | ||||||
Cost of purchased capped call options | $ 12,900,000 | ||||||
Share Price | $ / shares | $ 121.18 | $ 121.18 | |||||
Interest payment beginning/commencing date | May 1, 2018 | ||||||
Repayments of debt | $ 58,600,000 | ||||||
Repurchase of aggregate principal amount | 58,600,000 | $ 58,600,000 | |||||
Partially terminated capped call options | $ 10,600,000 | ||||||
Issuance of common stock | shares | 1,288,994 | ||||||
Modification expense recognized | $ 200,000 | ||||||
Amended reduce capped call options, cap price | $ / shares | $ 46.68 | ||||||
1.50% Convertible Senior Notes Due 2022 | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Transaction costs attributable to liability component | $ 100,000 | ||||||
1.50% Convertible Senior Notes Due 2022 | Scenario One | |||||||
Debt Instrument [Line Items] | |||||||
Number of trading days | d | 20 | ||||||
Number of consecutive trading days | d | 30 | ||||||
Percentage of last reported sale price to conversion price on each applicable trading day | 130.00% | ||||||
1.50% Convertible Senior Notes Due 2022 | Scenario Two | |||||||
Debt Instrument [Line Items] | |||||||
Number of consecutive trading days | d | 5 | ||||||
Percentage of last reported sale price to conversion price on each applicable trading day | 98.00% | ||||||
Notes measurement period | 5 days | ||||||
1.50% Convertible Senior Notes Due 2022 Repurchase | |||||||
Debt Instrument [Line Items] | |||||||
Debt Conversion, initial conversion rate | shares | 581,829 | 362,029 | |||||
Principal amount per note used in conversion rate | $ 19,600,000 | $ 19,600,000 | $ 12,200,000 | ||||
Implied interest rate | 5.13% | 4.64% | 5.13% | 4.64% | |||
Repayments of debt | $ 58,600,000 | $ 57,800,000 | |||||
Repurchase of aggregate principal amount | $ 58,600,000 | $ 23,000,000 | 58,600,000 | 23,000,000 | |||
Loss on extinguishment of convertible notes | $ 2,200,000 | 400,000 | 400,000 | 1,400,000 | |||
Remaining consideration allocated to reacquisition of equity component | 2,700,000 | 36,700,000 | |||||
Partially terminated capped call options | 10,600,000 | 5,800,000 | |||||
Additional paid-in capital related to shares issued | $ 18,400,000 | $ 11,400,000 | |||||
Issuance of common stock | shares | 1,288,994 | ||||||
Implied interest rate | 4.87% | ||||||
Modification expense recognized | $ 200,000 | ||||||
1.50% Convertible Senior Notes Due 2022 Repurchase | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Implied interest rate | 4.64% | ||||||
1.50% Convertible Senior Notes Due 2022 Repurchase | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Implied interest rate | 5.13% | ||||||
Option to Purchase | 0% Convertible Senior Notes Due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 50,000,000 | $ 50,000,000 | |||||
Option to Purchase | 0.125% Convertible Senior Notes Due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 75,000,000 | $ 75,000,000 | |||||
Option to Purchase | 1.50% Convertible Senior Notes Due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 15,000,000 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Components of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2017 |
0% Convertible Senior Notes Due 2026 | ||||
Liability component: | ||||
Principal | $ 375,000 | |||
Less: debt discount, net of amortization | (111,920) | |||
Net carrying amount | 263,080 | |||
Equity component | 99,000 | |||
0.125% Convertible Senior Notes Due 2024 | ||||
Liability component: | ||||
Principal | 450,000 | $ 450,000 | $ 450,000 | |
Less: debt discount, net of amortization | (76,328) | (80,968) | ||
Net carrying amount | 373,672 | 369,032 | ||
Equity component | 86,133 | 86,133 | ||
1.50% Convertible Senior Notes Due 2022 | ||||
Liability component: | ||||
Principal | 1,538 | 79,795 | $ 115,000 | |
Less: debt discount, net of amortization | (125) | (7,313) | ||
Net carrying amount | 1,413 | 72,482 | ||
Equity component | $ (39,064) | $ (21,318) |
Convertible Senior Notes - Sc_2
Convertible Senior Notes - Schedule of Components of Convertible Senior Notes (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
0% Convertible Senior Notes Due 2026 | |||
Debt Instrument [Line Items] | |||
Transaction costs in equity | $ 3 | ||
Tax of equity component | 3.4 | ||
0.125% Convertible Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Transaction costs in equity | 2.6 | ||
Tax of equity component | 0.9 | ||
1.50% Convertible Senior Notes Due 2022 | |||
Debt Instrument [Line Items] | |||
Transaction costs in equity | 0.8 | ||
Debt instrument, market premium excess of fair value | 2.7 | $ 36.7 | |
Principal balance outstanding | $ 58.6 | $ 23 |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary of Total Interest Expense Recognized Related To Convertible Senior Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
0% Convertible Senior Notes Due 2026 | ||
Debt Instrument [Line Items] | ||
Amortization of debt discount and transaction costs | $ 1,056 | |
Total interest expense | 1,056 | |
0.125% Convertible Senior Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
Amortization of debt discount and transaction costs | 4,639 | $ 4,406 |
Total interest expense | 4,780 | 4,547 |
0.125% Convertible Senior Notes Due 2024 | 0.125% coupon | ||
Debt Instrument [Line Items] | ||
Interest expense | 141 | 141 |
1.50% Convertible Senior Notes Due 2022 | ||
Debt Instrument [Line Items] | ||
Amortization of debt discount and transaction costs | 618 | 1,030 |
Total interest expense | 724 | 1,375 |
1.50% Convertible Senior Notes Due 2022 | 1.50% Coupon | ||
Debt Instrument [Line Items] | ||
Interest expense | $ 106 | $ 345 |
Convertible Senior Notes - Su_2
Convertible Senior Notes - Summary of Total Interest Expense Recognized Related To Convertible Senior Notes (Parenthetical) (Details) | Mar. 31, 2021 | Dec. 31, 2019 | Nov. 30, 2017 |
0% Convertible Senior Notes Due 2026 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 0.00% | ||
0% Convertible Senior Notes Due 2026 | 0% coupon | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 0.00% | ||
0.125% Convertible Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 0.125% | 0.125% | |
0.125% Convertible Senior Notes Due 2024 | 0.125% coupon | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 0.125% | ||
1.50% Convertible Senior Notes Due 2022 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 1.50% | 1.50% | |
1.50% Convertible Senior Notes Due 2022 | 1.50% Coupon | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 1.50% |
Convertible Senior Notes - Su_3
Convertible Senior Notes - Summary of Fair Value and Carrying Value of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
0% Convertible Senior Notes Due 2026 | Fair Value | ||
Debt Instrument [Line Items] | ||
Convertible senior notes | $ 369,000 | |
0% Convertible Senior Notes Due 2026 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Convertible senior notes | 263,080 | |
0.125% Convertible Senior Notes Due 2024 | Fair Value | ||
Debt Instrument [Line Items] | ||
Convertible senior notes | 585,000 | $ 663,615 |
0.125% Convertible Senior Notes Due 2024 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Convertible senior notes | 373,672 | 369,032 |
1.50% Convertible Senior Notes Due 2022 | Fair Value | ||
Debt Instrument [Line Items] | ||
Convertible senior notes | 7,170 | 265,488 |
1.50% Convertible Senior Notes Due 2022 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Convertible senior notes | $ 1,413 | $ 72,482 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, voting rights | Holders of common stock are entitled to one vote per share | |
Common stock, shares issued | 37,612,199 | 35,449,447 |
Common stock, shares outstanding | 37,612,199 | 35,449,447 |
Stock Plans and Stock-Based C_3
Stock Plans and Stock-Based Compensation - Additional Information (Details) | Sep. 15, 2016 |
2016 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Automatic increase percentage | 3.00% |
Stock Plans and Stock-Based C_4
Stock Plans and Stock-Based Compensation - 2016 Employee Stock Purchase Plan - Additional Information (Details) - USD ($) $ in Thousands | Sep. 15, 2016 | Mar. 31, 2021 | Mar. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 12,685 | $ 10,310 | |
2016 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Purchase price as percentage of fair market value of common stock | 85.00% | ||
Shares purchased under the plan | 23,499 | 30,943 | |
Stock-based compensation expense | $ 500 | $ 300 | |
Unrecognized compensation cost | $ 700 | ||
Cost amortized weighted-average period | 5 months 15 days | ||
Maximum | 2016 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Increase in number of shares reserved and available for issuance | 200,000 | ||
Common Stock | 2016 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Increase in number of shares reserved and available for issuance, percentage | 1.00% | ||
Common Stock | Maximum | 2016 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Purchase price, discount percentage | 15.00% |
Stock Plans and Stock-Based C_5
Stock Plans and Stock-Based Compensation - Schedule of Assumptions Used in Determining Fair Value of Shares Issuable (Details) - 2016 Employee Stock Purchase Plan | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
Expected volatility | 60.00% | 55.00% |
Risk-free interest rate | 0.06% | 0.29% |
Dividend rate | 0.00% | 0.00% |
Stock Plans and Stock-Based C_6
Stock Plans and Stock-Based Compensation - Schedule of Assumptions Used in Determining Fair Value of Shares Issuable (Parenthetical) (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
2016 Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Dividend rate | 0.00% | 0.00% |
Stock Plans and Stock-Based C_7
Stock Plans and Stock-Based Compensation - Stock Options - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 12,685 | $ 10,310 |
Intrinsic value of options exercised | 6,300 | 9,200 |
Intrinsic value of all outstanding options | 21,500 | 47,100 |
Total unrecognized compensation cost | 900 | |
Proceeds from stock option exercises | $ 1,604 | $ 2,989 |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock options vesting period | 4 years | |
Stock options expiration period | 10 years | |
Stock options granted | 0 | 0 |
Stock-based compensation expense | $ 400 | $ 900 |
Weighted-average amortization period | 9 months 18 days |
Stock Plans and Stock-Based C_8
Stock Plans and Stock-Based Compensation - Schedule of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock options outstanding, Beginning Balance | shares | 279,021 |
Stock options outstanding, Exercised | shares | (52,955) |
Stock options outstanding, Forfeited | shares | (4,062) |
Stock options outstanding, Ending Balance | shares | 222,004 |
Weighted average exercise price, Beginning Balance | $ / shares | $ 25.55 |
Weighted average exercise price, Exercised | $ / shares | 30.30 |
Weighted average exercise price, Forfeited | $ / shares | 32.81 |
Weighted average exercise price, Ending Balance | $ / shares | $ 24.28 |
Stock Plans and Stock-Based C_9
Stock Plans and Stock-Based Compensation - Schedule of Stock Options Outstanding, Vested and Expected to Vest and Exercisable (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Outstanding, Number of shares | 222,004 | 279,021 |
Outstanding, Remaining contractual life (years) | 5 years 11 months 12 days | |
Outstanding, Weighted-average exercise price | $ 24.28 | $ 25.55 |
Vested and expected to vest, Number of shares | 221,120 | |
Vested and expected to vest, Remaining contractual life (years) | 5 years 11 months 8 days | |
Vested and expected to vest, Weighted-average exercise price | $ 24.24 | |
Exercisable, Number of shares | 150,286 | |
Exercisable, Remaining contractual life (years) | 5 years 6 months 21 days | |
Exercisable, Weighted-average exercise price | $ 19.96 |
Stock Plans and Stock-Based _10
Stock Plans and Stock-Based Compensation - Schedule of Vested and Nonvested Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Options outstanding, Vested | shares | 150,286 |
Weighted average exercise price, Vested | $ / shares | $ 19.96 |
Options outstanding, Nonvested | shares | 71,718 |
Weighted average exercise price, Nonvested | $ / shares | $ 33.34 |
Stock Plans and Stock-Based _11
Stock Plans and Stock-Based Compensation - Restricted Stock Units - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 12,685 | $ 10,310 |
Restricted Stock Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation, number of stock unit grants in period | 29,366 | |
Stock-based compensation expense | $ 5,900 | $ 4,500 |
Number of stock units vested | 57,409 | |
Weighted-average grant date fair values of units granted | $ 132.34 | $ 96.85 |
Fair values of stock units | $ 4,000 | $ 2,200 |
Unrecognized compensation expense | $ 47,100 | |
Weighted-average amortization period | 2 years 3 months 7 days |
Stock Plans and Stock-Based _12
Stock Plans and Stock-Based Compensation - Performance-Based Restricted Stock Units - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 12,685 | $ 10,310 | |
Performance-Based Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation, number of stock unit grants in period | 30,907 | ||
Stock-based compensation expense | $ 5,900 | $ 4,600 | |
Award achievement probability percentage | 100.00% | ||
Weighted-average grant date fair values of units granted | $ 133.06 | $ 97.23 | |
Number of stock units vested | 6,895 | ||
Unrecognized compensation expense | $ 33,800 | ||
Weighted-average amortization period | 1 year 8 months 12 days | ||
Performance-Based Restricted Stock Units | Tranche One | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation, compounded annual growth measurement period | 2 years | ||
Share-based compensation, vesting stock percentage | 50.00% | ||
Performance-Based Restricted Stock Units | Tranche Two | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation, compounded annual growth measurement period | 3 years | ||
Performance-Based Restricted Stock Units | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation, thresholds percentage of revenue growth | 20.00% | 15.00% | |
Share price | $ 118.50 | ||
Performance-Based Restricted Stock Units | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation, thresholds percentage of revenue growth | 40.00% | 35.00% | |
Share price | $ 146.69 |
Stock Plans and Stock-Based _13
Stock Plans and Stock-Based Compensation - Summary of RSU and PSU Activity (Details) - Restricted Stock Units and Performance-Based Restricted Stock Units | 3 Months Ended |
Mar. 31, 2021shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding, Beginning Balance | 1,420,541 |
Number of Shares, Granted | 60,273 |
Number of Shares, Vested | (64,304) |
Number of Shares, Forfeited | (35,677) |
Number of Shares, Outstanding, Ending Balance | 1,380,833 |
Stock Plans and Stock-Based _14
Stock Plans and Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 12,685 | $ 10,310 |
Cost of Revenue | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 999 | 608 |
Sales and Marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 3,742 | 3,608 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 2,028 | 1,874 |
General and Administrative Expenses | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 5,916 | $ 4,220 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Schedule of Common Equivalent Shares were Excluded from Diluted Net Loss Per Share Calculation because their Inclusion would have been Anti-Dilutive (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted net loss per share | 7,728,701 | 8,754,374 |
Convertible Senior Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted net loss per share | 6,125,864 | 6,733,914 |
Stock-Based Compensation Grants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted net loss per share | 1,602,837 | 2,020,460 |
Basic and Diluted Net Loss pe_4
Basic and Diluted Net Loss per Share - Additional Information (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2019 | Nov. 30, 2017 | Mar. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Amount of common stock reserved | 5.9 | 5.9 | ||
0% Convertible Senior Notes Due 2026 | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Payments to enter capped call options | $ 35.1 | $ 35.1 | ||
Convertible debt Instrument, Issuance date, month and year | 2021-03 | |||
0.125% Convertible Senior Notes Due 2024 | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Payments to enter capped call options | $ 44.9 | 44.9 | ||
Convertible debt Instrument, Issuance date, month and year | 2019-12 | |||
1.50% Convertible Senior Notes Due 2022 | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Payments to enter capped call options | $ 12.9 | |||
Convertible debt Instrument, Issuance date, month and year | 2017-11 | |||
Proceeds from capped call options | $ 10.6 | $ 5.8 | ||
Modification expense recognized | $ 0.2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Line Items] | ||
Benefit from income taxes | $ 5,813 | $ 701 |
Effective benefit income tax rate | 21.06% | 2.69% |
Unrecognized tax provision that would favorably impact effective tax rate | $ 1,500 | |
US | ||
Income Tax Disclosure [Line Items] | ||
Discrete tax expense (benefit) | $ 5,800 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenues Disaggregated by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 82,210 | $ 58,900 |
United States | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 57,465 | 46,949 |
International | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 24,745 | $ 11,951 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Revenues Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 82,210 | $ 58,900 |
Subscription Services | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 70,432 | 53,811 |
Professional Services | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 5,940 | 4,481 |
Software Licenses and Other | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 5,838 | $ 608 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | |||
Deferred sales commissions current | $ 12,700,000 | $ 14,500,000 | |
Deferred sales commissions noncurrent | 17,400,000 | 15,900,000 | |
Amortization expense for the deferred costs | 3,700,000 | $ 2,900,000 | |
Impairment loss related to costs capitalized | 0 | $ 0 | |
Subscription Services, License and other | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue recognized | 59,700,000 | 46,400,000 | |
Professional Services | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue recognized | 4,500,000 | $ 3,500,000 | |
Revenue remaining performance obligation | 11,500,000 | ||
Subscription Services And License | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue remaining performance obligation | $ 366,900,000 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligations - Additional Information (Details 1) $ in Millions | Mar. 31, 2021USD ($) |
Subscription and Other Contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-04-01 | |
Disaggregation Of Revenue [Line Items] | |
Revenue remaining performance obligation | $ 223.3 |
Remaining performance obligation recognition period | 12 months |
Professional Services | |
Disaggregation Of Revenue [Line Items] | |
Revenue remaining performance obligation | $ 11.5 |
Professional Services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-04-01 | |
Disaggregation Of Revenue [Line Items] | |
Revenue remaining performance obligation | $ 9.9 |
Remaining performance obligation recognition period | 12 months |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lease expiration period start | 2021 |
Lease expiration period end | 2029 |
Option to extend | true |
Operating lease, not yet commenced, description | As of March 31, 2021, the Company does not have any leases that have not yet commenced that create significant rights and obligations. |
Leases - Summary of Additional
Leases - Summary of Additional Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Balance sheet information | |||
ROU assets | $ 14,179 | $ 15,045 | |
Lease liabilities, current | $ 4,244 | $ 4,259 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities | |
Lease liabilities, non-current | $ 13,406 | $ 14,403 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities | |
Total lease liabilities | $ 17,650 | $ 18,662 | |
Supplemental data | |||
Weighted average remaining lease term | 4 years 4 months 9 days | 4 years 6 months 25 days | |
Weighted average discount rate | 6.97% | 7.00% | |
Cash paid for amounts included in lease liabilities | $ 1,784 | $ 1,158 | |
ROU assets obtained in exchange for new lease obligations | $ 163 | $ 5,055 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Lease Liabilities Payments Due [Abstract] | ||
2021 (for the remaining nine months) | $ 4,173 | |
2022 | 5,248 | |
2023 | 5,097 | |
2024 | 2,631 | |
2025 | 930 | |
Thereafter | 2,769 | |
Total undiscounted lease payments | 20,848 | |
Less: imputed interest | (3,198) | |
Total lease liabilities | $ 17,650 | $ 18,662 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Lease Cost [Abstract] | |||
Operating lease expense | $ 1,303 | $ 1,149 | |
Short-term lease expense | [1] | 166 | 215 |
Total | 1,469 | 1,364 | |
Less: Sublease income | (46) | ||
Total lease expense | $ 1,469 | $ 1,318 | |
[1] | Short-term lease expense includes all leases with lease terms ranging from less than one month to one year. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | Apr. 06, 2021 | May 07, 2021 | Nov. 30, 2017 | Mar. 31, 2021 | Mar. 31, 2020 |
Subsequent Event [Line Items] | |||||
Cash paid net of cash acquired | $ 32,401 | $ 34,941 | |||
1.50% Convertible Senior Notes Due 2022 | |||||
Subsequent Event [Line Items] | |||||
Common stock issued upon conversion of notes | 3,400,000 | ||||
Subsequent Event | 1.50% Convertible Senior Notes Due 2022 | |||||
Subsequent Event [Line Items] | |||||
Common stock issued upon conversion of notes | 36,633 | ||||
Conversion of aggregate principal amount of notes | $ 1,200 | ||||
xMatters | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Date of acquisition of business | May 7, 2021 | ||||
Total purchase price net of cash acquired | $ 242,300 | ||||
Cash paid net of cash acquired | $ 177,800 | ||||
Number of newly issued common stock | 555,332 |