Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 21, 2022 | Jun. 30, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39952 | ||
Entity Registrant Name | QUALTRICS INTERNATIONAL INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-1754215 | ||
Entity Address, Address Line One | 333 West River Park Drive | ||
Entity Address, City or Town | Provo | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84604 | ||
City Area Code | 385 | ||
Local Phone Number | 203-4999 | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | ||
Trading Symbol | XM | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2.4 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement relating to its 2022 Annual Meeting of Stockholders, or the 2022 Proxy Statement, are incorporated by reference into Part III of this Form 10-K where indicated. Such 2022 Proxy Statement will be filed with the United States Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates. | ||
Entity Central Index Key | 0001747748 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A common stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 158,109,605 | ||
Class B common stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 423,170,610 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | KPMG, LLP |
Auditor Location | Salt Lake City, Utah |
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 1,014,511 | $ 203,891 | |
Accounts receivable, net of allowances | [1] | 461,830 | 296,148 |
Deferred contract acquisition costs, net | 60,455 | 43,429 | |
Prepaid expenses and other current assets | 68,887 | 48,130 | |
Total current assets | 1,605,683 | 591,598 | |
Non-current assets: | |||
Property and equipment, net | 192,327 | 116,120 | |
Right-of-use assets from operating leases | 227,320 | 195,372 | |
Goodwill | 1,118,768 | 6,709 | |
Other intangible assets, net | 264,500 | 3,959 | |
Deferred contract acquisition costs, net of current portion | 145,952 | 115,837 | |
Deferred tax assets | 96 | 92 | |
Other assets | 27,577 | 9,368 | |
Total assets | 3,582,223 | 1,039,055 | |
Current liabilities: | |||
Lease liabilities | 18,898 | 7,125 | |
Accounts payable | [1] | 84,053 | 30,452 |
Accrued liabilities | 167,402 | 225,046 | |
Liability-classified, stock-based awards | 4,519 | 209,286 | |
Deferred revenue | 748,145 | 495,638 | |
Total current liabilities | 1,023,017 | 967,547 | |
Non-current liabilities: | |||
Lease liabilities, net of current portion | 263,307 | 235,620 | |
Liability-classified, stock-based awards, net of current portion | 52 | 76,627 | |
Deferred revenue, net of current portion | 6,698 | 5,477 | |
Deferred tax liabilities | 23,653 | 5,970 | |
Other liabilities | 78,796 | 16,716 | |
Total liabilities | 1,395,523 | 1,307,957 | |
Commitments and contingencies | |||
Equity (deficit) | |||
Preferred stock | 0 | ||
Additional paid in capital | 4,645,800 | 1,126,631 | |
Accumulated other comprehensive income (loss) | (1,244) | 3,191 | |
Accumulated deficit | (2,457,913) | (1,398,767) | |
Total equity (deficit) | 2,186,700 | (268,902) | |
Total liabilities and equity (deficit) | 3,582,223 | 1,039,055 | |
Class A common stock | |||
Equity (deficit) | |||
Common stock | [2] | 15 | 1 |
Class B common stock | |||
Equity (deficit) | |||
Common stock | [2] | $ 42 | $ 42 |
[1] | Includes amounts from related parties. See Note 16 for further details | ||
[2] | See Note 2 “2020 Stock Split and Capital Reorganization” for further details |
Consolidated Balance Sheets - (
Consolidated Balance Sheets - (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A common stock | ||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued (in shares) | 147,309,254 | 6,000,000 |
Common stock, shares outstanding (in shares) | 147,309,254 | 6,000,000 |
Class B common stock | ||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 423,170,610 | 423,170,610 |
Common stock, shares outstanding (in shares) | 423,170,610 | 423,170,610 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | ||||
Total revenue | $ 1,075,664 | $ 763,522 | $ 591,155 | |
Cost of revenue: | ||||
Total cost of revenue | 285,272 | 198,487 | 185,491 | |
Gross profit | 790,392 | 565,035 | 405,664 | |
Operating expenses: | ||||
Research and development | 324,158 | 212,795 | 242,124 | |
Sales and marketing | 643,333 | 431,794 | 440,325 | |
General and administrative | 876,734 | 175,499 | 717,363 | |
Total operating expenses | 1,844,225 | 820,088 | 1,399,812 | |
Operating loss | (1,053,833) | (255,053) | (994,148) | |
Other non-operating income (expense), net | 6,652 | (972) | (486) | |
Loss before income taxes | (1,047,181) | (256,025) | (994,634) | |
Provision for income taxes | 11,965 | 16,477 | 12,999 | |
Net loss | $ (1,059,146) | $ (272,502) | (1,007,633) | |
Net loss per share attributable to common stockholders, basic (in USD per share) | $ (1.76) | $ (2.05) | $ (0.64) | |
Net loss per share attributable to common stockholders, diluted (in USD per share) | $ (1.76) | $ (2.05) | $ (0.64) | |
Weighted average Class A and Class B shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 423,170,610 | 516,869,588 | 423,334,994 | |
Weighted average Class A and Class B shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 423,170,610 | 516,869,588 | 423,334,994 | |
Subscription | ||||
Revenue: | ||||
Total revenue | $ 870,705 | $ 575,397 | 430,038 | |
Cost of revenue: | ||||
Total cost of revenue | 105,836 | 62,671 | 67,982 | |
Professional services and other | ||||
Revenue: | ||||
Total revenue | 204,959 | 188,125 | 161,117 | |
Cost of revenue: | ||||
Total cost of revenue | $ 179,436 | $ 135,816 | $ 117,509 |
Consolidated Statements of Op_2
Consolidated Statements of Operations - (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Total stock-based compensation expense, including cash settled | [1] | $ 1,057,140 | $ 224,013 | $ 876,226 |
Settlement of stock-based payments liabilities | (79,397) | (388,609) | (312,772) | |
Total amortization of acquired intangible assets | 14,130 | 1,454 | 1,478 | |
Cost of revenue | ||||
Total amortization of acquired intangible assets | 8,243 | 1,062 | 1,160 | |
Cost of revenue | Subscription | ||||
Total stock-based compensation expense, including cash settled | 12,148 | 4,632 | 24,136 | |
Cost of revenue | Professional services and other | ||||
Total stock-based compensation expense, including cash settled | 25,299 | 6,737 | 17,168 | |
Research and development | ||||
Total stock-based compensation expense, including cash settled | 128,779 | 68,355 | 130,809 | |
Sales and marketing | ||||
Total stock-based compensation expense, including cash settled | 136,532 | 37,877 | 115,581 | |
Total amortization of acquired intangible assets | 5,441 | 204 | 204 | |
General and administrative | ||||
Total stock-based compensation expense, including cash settled | 754,382 | 106,412 | 588,532 | |
Total amortization of acquired intangible assets | $ 446 | $ 188 | $ 114 | |
[1] | As a result of the SAP Acquisition, our stock-based compensation expense reflects the recognition of both equity-classified awards and liability-classified awards. Liability-classified awards are settled in cash in accordance with SAP’s employee equity compensation programs. Our stock-based compensation expense for the year ended December 31, 2021, 2020, and 2019 consisted of $1,057.1 million, $224.0 million, and $876.2 million of liability-classified and equity-classified awards. During the year ended December 31, 2021, 2020, and 2019 awards of $79.4 million, $388.6 million, and $312.8 million were settled in cash. Liability-classified awards are recorded according to mark-to-market accounting. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (1,059,146) | $ (272,502) | $ (1,007,633) |
Other comprehensive income (loss): | |||
Foreign currency translation gain (loss) | (4,435) | 4,119 | (9) |
Comprehensive loss | $ (1,063,581) | $ (268,383) | $ (1,007,642) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common StockClass A common stock | Common StockClass B common stock | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit | |
Beginning balance (in shares) at Dec. 31, 2018 | 183,031,841 | ||||||
Beginning balance at Dec. 31, 2018 | $ 36 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Capital restructuring (in shares) | (183,031,841) | ||||||
Capital restructuring | $ (36) | ||||||
Ending balance at Dec. 31, 2019 | $ 0 | ||||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | ||||||
Beginning balance (in shares) at Dec. 31, 2018 | 0 | 3,608,688 | |||||
Beginning balance at Dec. 31, 2018 | $ 22,266 | $ 0 | $ 1 | $ 141,816 | $ (919) | $ (118,632) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 185,792 | 185,792 | |||||
Settlement of stock-based compensation | (539,707) | (539,707) | |||||
Modification of cash-settled awards into equity settled awards | (70,765) | (70,765) | |||||
Conversion of restricted stock to common stock (in shares) | 1,209,466 | ||||||
Capital restructuring (in shares) | 418,352,456 | ||||||
Capital restructuring | 36 | $ 41 | (5) | ||||
Capital injection from SAP | 869,500 | 869,500 | |||||
Expiration of contingency associated with Class A common stock option exercised | 0 | ||||||
Issuance of common stock related to business combinations | 0 | ||||||
Net income (loss) | (1,007,633) | (1,007,633) | |||||
Foreign currency translation adjustment | (9) | (9) | |||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | 423,170,610 | |||||
Ending balance at Dec. 31, 2019 | (540,520) | $ 0 | $ 42 | 586,631 | (928) | (1,126,265) | |
Ending balance at Dec. 31, 2020 | $ 0 | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Capital injection from SAP | $ 540,000 | 540,000 | |||||
Sales of Class A common stock (in shares) | [1] | 6,000,000 | |||||
Sales of Class A common stock | [1] | 1 | $ 1 | ||||
Expiration of contingency associated with Class A common stock option exercised | 0 | ||||||
Issuance of common stock related to business combinations | 0 | ||||||
Net income (loss) | (272,502) | (272,502) | |||||
Foreign currency translation adjustment | 4,119 | 4,119 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 6,000,000 | 423,170,610 | |||||
Ending balance at Dec. 31, 2020 | (268,902) | $ 1 | $ 42 | 1,126,631 | 3,191 | (1,398,767) | |
Ending balance at Dec. 31, 2021 | $ 0 | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | $ 1,056,337 | 1,056,337 | |||||
Modification of cash-settled awards into equity settled awards | 206,669 | 206,669 | |||||
Capital injection from SAP | 115,000 | 115,000 | |||||
Sales of Class A common stock (in shares) | 109,349,339 | ||||||
Sales of Class A common stock | $ 3,353,169 | $ 11 | 3,353,158 | ||||
Issuance of common stock upon settlement of restricted stock units (RSUs) (in shares) | 5,005,742 | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,344,000 | 1,343,537 | |||||
Issuance of common stock upon exercise of stock options | $ 5,649 | 5,649 | |||||
Issuance of common stock for employee stock purchase plan (in shares) | 571,681 | ||||||
Issuance of common stock for employee stock purchase plan | 16,586 | 16,586 | |||||
Common stock withheld related to net share settlement of equity awards | (47,783) | (47,783) | |||||
Expiration of contingency associated with Class A common stock option exercised | 119,999 | 119,999 | |||||
Issuance of common stock related to business combinations (in shares) | 25,038,955 | ||||||
Issuance of common stock related to business combinations | 1,187,812 | $ 3 | 1,187,809 | ||||
Distribution declared to SAP for tax sharing agreement | (101,975) | (101,975) | |||||
Dividend declared | (2,392,280) | (2,392,280) | |||||
Net income (loss) | (1,059,146) | (1,059,146) | |||||
Foreign currency translation adjustment | (4,435) | (4,435) | |||||
Ending balance (in shares) at Dec. 31, 2021 | 147,309,254 | 423,170,610 | |||||
Ending balance at Dec. 31, 2021 | $ 2,186,700 | $ 15 | $ 42 | $ 4,645,800 | $ (1,244) | $ (2,457,913) | |
[1] | See Note 12 “Sale of Class A Common Stock” for further details |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Cash flows from operating activities | ||||
Net loss | $ (1,059,146) | $ (272,502) | $ (1,007,633) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | ||||
Depreciation and amortization | 46,009 | 26,457 | 19,715 | |
Loss on disposal of property and equipment | 1,498 | 0 | 0 | |
Change in fair value of distribution liability for tax sharing agreement | (13,500) | 0 | 0 | |
Reduction of right-of-use assets from operating leases | 23,078 | 17,202 | 9,031 | |
Stock-based compensation expense, including cash settled | [1] | 1,057,140 | 224,013 | 876,226 |
Amortization of deferred contract acquisition costs | 50,038 | 32,098 | 19,513 | |
Deferred income taxes | (11,654) | 13,200 | (5,321) | |
Changes in assets and liabilities, excluding the effect of business combinations: | ||||
Accounts receivable, net of allowances | (146,966) | (103,692) | (54,320) | |
Prepaid expenses and other current assets | (20,975) | (10,773) | (17,533) | |
Deferred contract acquisitions costs | (99,869) | (111,686) | (47,734) | |
Other assets | (18,308) | (7,592) | 1,801 | |
Lease liabilities | (15,528) | 24,741 | (6,375) | |
Accounts payable | 24,333 | (282) | 7,219 | |
Accrued liabilities | 55,316 | 22,546 | 44,662 | |
Deferred revenue | 215,444 | 114,331 | 102,562 | |
Other liabilities | (4,712) | 9,826 | 55 | |
Settlement of stock-based payments liabilities | (79,397) | (388,609) | (312,772) | |
Net cash flows provided by (used in) operating activities | 2,801 | (410,722) | (370,904) | |
Cash flows from investing activities | ||||
Cash paid for business combinations, net of cash acquired | (141,792) | 0 | 0 | |
Purchases of property and equipment | (103,823) | (89,518) | (33,181) | |
Net cash flows used in investing activities | (245,615) | (89,518) | (33,181) | |
Cash flows from financing activities | ||||
Proceeds from capital contributions from SAP | 115,000 | 540,000 | 869,500 | |
Proceeds from issuance of class A common stock | 3,359,822 | 120,000 | 0 | |
Settlement of equity-based awards | 0 | 0 | (539,707) | |
Repayment of promissory note | (2,392,280) | 0 | ||
Payment of cost related to initial public offering | (3,351) | 0 | 0 | |
Payments for taxes related to net share settlement of equity awards | (47,783) | 0 | 0 | |
Issuance of Common Stock of Employee Stock Purchase Plan | 16,586 | 0 | 0 | |
Proceeds from Exercise of stock options | 5,649 | 0 | 0 | |
Net cash flows provided by financing activities | 1,053,643 | 660,000 | 329,793 | |
Effect of changes in exchange rates on cash and cash equivalents | (209) | 1,664 | 1,316 | |
Net increase (decrease) in cash and cash equivalents | 810,620 | 161,424 | (72,976) | |
Cash and cash equivalents, beginning of period | 203,891 | 42,467 | 115,443 | |
Cash and cash equivalents, end of period | 1,014,511 | 203,891 | 42,467 | |
Supplemented cash flow disclosures | ||||
Cash paid for income taxes, net of tax refunds | 12,213 | 11,356 | 4,034 | |
Cash paid for operating leases, net of incentives received | 13,396 | 18,579 | 10,932 | |
Modifications of liability based awards to equity awards | 206,669 | 0 | 0 | |
Non-cash investing and financing activities | ||||
Capital expenditures incurred but not yet paid | 545 | 741 | 1,115 | |
Right-of-use assets obtained in exchange for lease obligations | 75,382 | 26,494 | 141,240 | |
Expiration of contingency associated with Class A common stock option exercised | 119,999 | 0 | 0 | |
Issuance of common stock related to business combinations | 1,187,812 | 0 | 0 | |
Fair value of distribution liability for tax sharing agreement | $ 101,975 | $ 0 | $ 0 | |
[1] | As a result of the SAP Acquisition, our stock-based compensation expense reflects the recognition of both equity-classified awards and liability-classified awards. Liability-classified awards are settled in cash in accordance with SAP’s employee equity compensation programs. Our stock-based compensation expense for the year ended December 31, 2021, 2020, and 2019 consisted of $1,057.1 million, $224.0 million, and $876.2 million of liability-classified and equity-classified awards. During the year ended December 31, 2021, 2020, and 2019 awards of $79.4 million, $388.6 million, and $312.8 million were settled in cash. Liability-classified awards are recorded according to mark-to-market accounting. |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | DESCRIPTION OF THE BUSINESSQualtrics International Inc. (“Qualtrics” or “the Company”) was incorporated in the state of Delaware in September 2014. Qualtrics has built the first experience management platform (“XM Platform”) to manage customer, employee, product, and brand experiences. The Company sells subscriptions to its XM Platform and provides professional services primarily consisting of research services, implementation services, and engineering services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. 2019 Merger and Capital Restructuring Pursuant to Reorganization On January 23, 2019, with the completion of the SAP Acquisition of the Company by a subsidiary of SAP (“Merger”), Merger was merged with and into Qualtrics International Inc. As a result of these and other transactions (collectively referred to herein as the “Reorganization”), the separate corporate existence of Merger ceased, and the Company continues as the surviving corporation. In connection with the Reorganization, all previous shares of redeemable convertible preferred stock and common stock of the Company are no longer outstanding. The 423,170,610 shares of common stock of Merger became newly issued and outstanding shares of the surviving corporation. Share and per share information referenced throughout the consolidated financial statements and notes to the consolidated financial statements for the period ended December 31, 2019 have been adjusted to reflect the decreased number of shares outstanding. As a result, the presentation of net loss per share for the period prior to such transaction is not meaningful and only net loss per share for periods subsequent to the Reorganization are presented herein. 2020 Stock Split and Capital Reorganization On December 21, 2020, the Company amended its restated certificate of incorporation to create new classes of preferred stock, Class A and Class B common stock. The Company’s previously outstanding shares of common stock issued on January 23, 2019, were converted into shares of Class B common stock. SAP holds all of the shares of the new Class B common stock. The ownership rights of Class A and Class B common stockholders are the same except with respect to voting, the election of directors, conversion, and certain actions that require the consent of holders of Class B and other protective provisions. See Note 12 for further details related to the terms and conditions of the new equity of the Company. The amended and restated certificate of incorporation effectuated a 4,231,706.1-for-one stock split of the new Class B common stock. The capitalization of the Company, including all share and per share data has been retroactively adjusted back to January, 23, 2019, the date of the SAP acquisition, to reflect the recapitalization. As discussed in the 2019 Merger and Capital Restructuring Pursuant to Reorganization note above, the historical capital structure prior to January 23, 2019 is not comparable to the capital structure after the acquisition by SAP and therefore the historical capital structure is not retroactively adjusted as the presentation would not be meaningful. To retroactively adjust the consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit), the stock split is reflected as an adjustment of the capital restructuring pursuant to reorganization that occurred in 2019 of the new Class B shares issued and outstanding of 423,170,610, net of the historical Class B shares that were acquired by SAP. Use of Estimates The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. The Company’s most significant estimates and judgments involve revenue recognition with respect to the determination of the standalone selling prices for the Company’s services, deferred contract acquisition costs, the period of benefit generated from deferred contract acquisition costs, valuation of the Company’s equity and cash settled stock-based compensation, valuation of certain intangible assets that were acquired as part of business combinations, valuation of the distribution liability related to the tax sharing agreement with SAP, valuation of deferred income tax assets, uncertain tax positions, contingencies, the determination of whether a contract contains a lease, determining the incremental borrowing rate for the calculation of the present value of lease liabilities and litigation accruals. Actual results could differ from those estimates. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The Company’s CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment. Foreign Currency Transactions The functional currencies of the Company’s foreign subsidiaries are the respective local currencies. The cumulative effect of translation adjustments arising from the use of differing exchange rates from period to period is included in accumulated other comprehensive income (loss) within the consolidated balance sheets. Changes in the cumulative foreign translation adjustment are reported in the consolidated statements of convertible redeemable preferred stock and stockholders’ equity (deficit) and the consolidated statements of comprehensive loss. Transactions denominated in currencies other than the functional currency are remeasured at the end of the period and when the related receivable or payable is settled, which may result in transaction gains or losses. Foreign currency transaction gains and losses are included in other expense, net in the consolidated statements of operations. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period, and equity balances are translated using historical exchange rates. Revenue Recognition The Company recognizes revenue from its service/product lines when control is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the services. Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenue. Revenue recognition is evaluated through the following five-step process: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in a contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, performance obligations are satisfied Classes of Revenue The Company derives revenue from two service/product lines: Subscription Revenue The Company generates revenue primarily from sales of subscriptions to access its XM Platform, together with related support services to its customers. Arrangements with customers do not provide the customer with the right to take possession of the software operating the XM Platform at any time. Instead, customers are granted continuous access to the XM Platform over the contractual period. The Company’s subscription contracts generally have annual contractual terms while some have multi-year contractual terms. The Company generally bills annually in advance with net 30 payment terms. The Company’s agreements generally cannot be canceled with refund. Professional Services and Other Revenue Professional services and other revenue mainly includes two types of services: research services and professional services. Research services is a solution provided to existing subscription customers with arrangements, which are distinct from subscription revenue services. In addition, the Company provides professional services associated with new and expanding customers requesting implementation, integration services, and other ancillary services. These services are distinct from subscription revenue services. Identification of a Contract For accounting purposes, the Company treats multiple contracts entered into with the same customer as a single contract if they are entered into at or near the same time and are economically interrelated. The Company does not combine contracts with closing days more than three months apart because we do not consider them being entered into near the same time. Judgment is required in evaluating whether various contracts are interrelated, which includes considerations as to whether they were negotiated as a package with a single commercial objective, whether the amount of consideration on one contract is dependent on the performance of the other contract, or if some or all goods in the contracts are a single performance obligation. New arrangements with existing customers can be either a new contract or the modification of prior contracts with the customer. We consider whether there is a connection between the new arrangement and the pre-existing contracts, whether the goods and services under the new arrangement are highly interrelated with the goods and services sold under prior contracts, and how the goods and services under the new arrangement are priced. In determining whether a change in transaction price represents a contract modification or a change in variable consideration, we examine whether the change in price results from changing the contract or from applying unchanged existing contract provisions. Identification of Performance Obligations Some contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately, if they are distinct. Typically, the products and services outlined in the Classes of Revenue section qualify as separate performance obligations and the portion of the contractual fee allocated to them is recognized separately. Judgment is required, however, in determining whether a good or service is considered a separate performance obligation. In particular for our professional services and implementation activities, judgment is required to evaluate whether such services significantly integrate, customize, or modify the subscription service to which they relate. In this context, we consider the nature of the services and their volume relative to the volume of the subscription service to which they relate. In general, the implementation services for our subscription services go beyond pure setup activities and qualify as separate performance obligations. Non-distinct goods and services are combined into one distinct bundle of goods and services (combined performance obligation). Determination of Transaction Price We apply judgment in determining the amount to which we expect to be entitled in exchange for transferring promised goods or services to a customer. Prices are generally fixed at contract inception; therefore, the Company’s contracts do not contain a significant amount of variable consideration, however, we consider whether and to what extent subsequent concessions or payments may be granted to customers and whether the customer is expected to pay the contractual fees. In this judgment, we consider our history both with the respective customer and more broadly. Allocation of transaction price The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines standalone selling prices considering market conditions and based on overall pricing objectives such as observable standalone selling prices, and other factors. Where standalone selling prices for an offering are observable and reasonably consistent across customers (that is, not highly variable), our standalone selling price estimates are derived from our respective pricing history. We have established thresholds of pricing variability to determine whether the historical pricing of our goods and services is highly variable across customers. Where sales prices for an offering are not directly observable or highly variable across customers, judgment is required to estimate standalone selling prices. For renewable offerings with highly variable pricing across customers, our estimate considers the individual contract’s expected renewal price as far as this price is substantive based on our renewal history. Typically, our subscription offerings follow this approach. For our professional and other services, these estimations typically follow a cost-plus-margin approach. We review the standalone selling prices periodically or whenever facts and circumstances change, to ensure the most objective input parameters available are used. Recognition of Revenue Access to our XM Platform represents a series of distinct services as the Company continually provides access to and fulfills its obligation to the end customer over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. Accordingly, the fixed consideration related to subscription revenue is generally recognized on a straight-line basis over the contract term, beginning on the date that the service is made available to the customer. Revenue from professional services and other revenue related to research services is recognized upon completion because completion and delivery of the results is considered a separate performance obligation satisfied at a point in time. Revenue from professional services and other revenue related to customized software coding is recognized upon completion, because the customer consumes the intended benefit and assumes control upon final completion of the custom coding. Revenue from professional services and other revenue related to implementation and other ancillary services is recognized as the services are performed, because the customer consumes the benefit as the services are provided. Contract Balances The Company bills in advance for annual contracts, and at times enters into non-cancelable multi-year deals. Non-cancelable multi-year deals typically include price escalations each year. The Company recognizes revenue on a straight-line basis over the non-cancelable term and accounts for the difference between straight-line revenue and annual invoice amounts as a contract asset. The current and noncurrent portion of contract assets included in prepaid and other current assets and other assets as of December 31, 2021 were $18.1 million and $14.0 million, respectively. The current and noncurrent portion of contract assets included in prepaid and other current assets and other assets as of December 31, 2020 were $9.6 million and $6.9 million, respectively. The increase in contract assets is due to a higher number of multi-year deals in 2021 compared to 2020. The Company records contract liabilities to deferred revenue when cash payments are received or due in advance of performance. Deferred revenue primarily relates to the advance consideration received from the customer prior to the related performance obligation being fulfilled. In certain circumstances we receive consideration from customers in advance of a specific service being identified. Total consideration received in advance of a specific service being identified totaled $33.0 million and $33.8 million as of December 31, 2021 and 2020, respectively and is included in deferred revenue. The following table shows the amount of revenue included in prior period deferred revenue and revenue generated from same period billings for each of the Company’s revenue generating solutions: Year Ended December 31, in thousands 2021 2020 2019 Subscription revenue: Revenue included in prior period deferred revenue $ 463,609 $ 337,299 $ 233,811 Revenue generated from same period billings 407,096 238,098 196,227 Total subscription revenue $ 870,705 $ 575,397 $ 430,038 Professional services and other revenue: Revenue included in prior period deferred revenue $ 57,866 $ 39,253 $ 43,539 Revenue generated from same period billings 147,093 148,872 117,578 Total professional services and other revenue $ 204,959 $ 188,125 $ 161,117 Remaining Performance Obligations Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods. The future estimated revenue related to unsatisfied performance obligations as of December 31, 2021 was $1,732.8 million, of which approximately $1,011.8 million is expected to be recognized as revenue over the next twelve months. The future estimated revenue related to unsatisfied performance obligations as of December 31, 2020 and December 31, 2019 was $1,144.4 million and $642.7 million, respectively. This estimate is based on our best judgment and is impacted by, among others, future contract modifications, currency fluctuations, and the timing of contract renewals. Disaggregation of Revenue The following table summarizes revenue by region based on the shipping address of customers: Year Ended December 31, in thousands 2021 2020 2019 United States $ 758,997 $ 552,221 $ 438,052 International 316,667 211,301 153,103 Total revenue $ 1,075,664 $ 763,522 $ 591,155 No single country outside the United States accounted for 10% or more of revenue during the years ended December 31, 2021, 2020, and 2019. Stock-Based Compensation, including cash settled Equity Awards The Company records stock-based compensation based on the grant date fair value of the awards and recognizes the fair value of those awards as expense using the straight-line method over the requisite service period of the award. For restricted stock units that contain performance conditions, the Company recognizes expense using the accelerated attribution method if it is probable the performance conditions will be met. The Company estimates the grant date fair value of RSUs based on the closing stock price of the Company’s publicly traded Class A common stock on the grant date. The Company estimates the grant date fair value of purchase rights issued under our Employee Stock Purchase Plan, or ESPP, based on the Black-Scholes option-pricing model using the estimated number of awards as of the beginning of the offering periods. The Company estimated the fair value of the converted Clarabridge options based on the intrinsic value of the awards on the acquisition date. Cash Awards The Company measures and recognizes compensation expense for stock-based payment cash awards based on the fair value of the awards each quarter until settlement. The fair value of the awards are estimated based on the fair value of the underlying stock price of SAP SE. The fair value of stock-based compensation cash awards that vest solely on a service-based condition is recognized on a straight-line basis over the period during which services are provided in exchange for the award. Awards which contain both service-based and performance conditions are recognized using the accelerated attribution method once the performance condition is probable of occurring. All awards that were not exchanged into Qualtrics RSUs are paid out in cash upon vesting. The Company accounts for forfeitures as they occur; therefore, stock-based compensation expense has been calculated based on actual forfeitures in the Company’s consolidated statements of operations. Net loss per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Since the Company was in a net loss position for all periods presented, the inclusion of potentially dilutive shares would have been anti-dilutive. Accordingly, basic net loss per share and diluted net loss per share are the same. For purposes of calculating net loss per share, the Company uses the two-class method. Because both classes of common stock share the same rights in dividends, basic and diluted net loss per share was the same for both common stock classes. Due to the impact of the SAP Acquisition of Qualtrics, the Company’s capital structure for the years ended after the SAP Acquisition are not comparable to years prior to the SAP Acquisition. As a result, the presentation of net loss per share for the year ended prior to the transaction is not meaningful and only net loss per share for periods subsequent to the SAP Acquisition of Qualtrics are presented herein. Cost of Revenue Cost of revenue includes expenses related to operating the Company’s cloud platform in data centers, depreciation of the Company’s data center equipment, the amortization of the Company’s capitalized internal-use software and acquired technology, and third-party vendor costs to fulfill contracts with customers. Cost of revenue also includes employee-related costs, including salaries, bonuses, equity and cash settled stock-based compensation expense, and employee benefit costs associated with the Company’s customer support, cloud operations, and delivery of professional services. Additionally, the Company makes allocations of certain overhead costs, primarily based on headcount. Advertising and Promotional Expense Advertising and promotional expenses are expensed as incurred. Advertising and promotional expenses for the years ended December 31, 2021, 2020, and 2019 were $5.7 million, $4.6 million, and $3.2 million, respectively. Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less from the date of purchase. The Company maintains cash and cash equivalents at financial institutions, which at times may not be federally insured or may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risks on such accounts. Cash and cash equivalents are recorded at cost, which approximates fair value. Accounts Receivable and Allowances Accounts receivable are recorded at the invoiced amount, net of allowances. Accounts receivable are typically due within 30 days from the date of invoice. Customer balances outstanding longer than the contractual payment te rms are considered past due. The Company establishes allowances for bad debt and cancellations based on historical collection data and customer specific circumstances. The allowance for bad debt, as needed, is established with a charge to bad debt expense in the consolidated statements of comprehensive loss. The Company’s allowance for bad debt was $1.5 million and not material as of December 31, 2021 and 2020, respectively. Bad debt expense was $1.4 million in the year ended December 31, 2021 and not material in the years ended 2020 , and 2019. The Company’s allowance for cancellations was $17.5 million and $30.2 million as of December 31, 2021 and 2020, respectively. During 2021, $(2.4) million of net additions (reductions) was charged to revenue and $(10.3) million of net additions (reductions) was charged to deferred revenue. During 2020, $3.0 million of net additions (reductions) was charged to revenue and $15.2 million of net additions (reductions) was charged to deferred revenue. The allowance for cancellations is established with a reduction to revenue and deferred revenue. In the event of lack of payment due to a bankruptcy or other credit-related issues of a customer, the Company writes off the related accounts receivable with a reduction to the allowance for bad debt. In the event of lack of payment from a customer for issues unrelated to credit risk, the Company cancels the customer’s subscription access or service and writes off the corresponding accounts receivable with reductions to the allowance for cancellations. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, and accounts receivable. The Company performs credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. No customer accounted for more than 10% of accounts receivable at December 31, 2021 and 2020. No single customer accounted for 10% or more of total revenue during the years ended December 31, 2021, 2020, and 2019 . Deferred Contract Acquisition Costs, net Deferred contract acquisition costs, net is stated at gross deferred contract acquisition costs less accumulated amortization. Sales commissions and related payroll taxes for initial software-as-a-service (SaaS) subscription contracts earned by the Company’s sales force are considered to be incremental and recoverable costs of obtaining a contract with a customer. As a result, these amounts have been capitalized as deferred contract acquisition costs on the consolidated balance sheets. The Company deferred incremental costs of obtaining a contract of $99.9 million and $111.7 million during the years ended December 31, 2021 and 2020, respectively. Sales commissions for renewal contracts are not considered commensurate with the commissions paid for the acquisition of an initial SaaS subscription contract, given the substantive difference in commission rates in proportion to their respective contract values. After the conclusion of the initial contract period, commissions paid on subsequent renewals are commensurate year after year. As such, the Company expenses renewal commissions as incurred. Deferred contract acquisition costs are amortized over an estimated period of benefit of five years. The period of benefit was estimated by considering factors such as estimated average customer life, the rate of technological change in the subscription service, and the impact of competition in its industry. As the Company’s average customer life significantly exceeded the rate of change in its technology, the Company concluded that the rate of change in the technology underlying the Company’s subscription service was the most significant factor in determining the period of benefit for which the asset relates. In evaluating the rate of change in the technology, the Company considered the competition in the industry, its commitment to continuous innovation, and the frequency of product, platform, and technology updates. The Company determined that the impact of competition in the industry is reflected in the period of benefit through the rate of technological change. Amortization of deferred contract acquisition costs were $50.0 million, $32.1 million, and $19.5 million for the years ended December 31, 2021, 2020, and 2019, respectively. Amortization of deferred contract acquisition costs are included in sales and marketing expense in the accompanying consolidated statements of operations. There was no impairment loss in relation to the deferred costs for any period presented. Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated asset lives. Routine maintenance and repairs are charged to expense when incurred. Expenditures that materially increase values, change capacities, or extend the useful lives of the respective assets are capitalized. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. The estimated useful lives by asset classification are generally as follows: Computer equipment 3-5 years Furniture and fixtures 5-10 years Server equipment 5 years Vehicles 3 years Internal-use software 2 years Buildings 25 years Leasehold improvements Lesser of useful life or remaining lease term Property and equipment subject to depreciation is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If indicators of impairment exist, recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. There was no impairment of property and equipment during the years ended December 31, 2021, and 2020, and 2019. The following table sets forth property and equipment by geographic area: As of December 31, in thousands 2021 2020 United States $ 168,145 $ 102,560 International 24,182 13,560 Total property and equipment, net $ 192,327 $ 116,120 No single country outside the United States had a property and equipment balance greater than 10% of total property and equipment, net, as of December 31, 2021 and 2020. Leases The Company determines if an arrangement is a lease at inception, and leases are classified at commencement as either operating or finance leases. As of December 31, 2021 and 2020, the Company had no finance leases. Right-of-use (“ROU”) assets and lease liabilities are recognized at commencement based on the present value of the minimum lease payments over the lease term. Leases with a one-year term or less are not recognized on the balance sheet. Additionally, the Company has elected to combine non-lease components with lease components for the purposes of calculating the ROU asset and liabilities, to the extent they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease costs. The Company uses the incremental borrowing rate based on information available at the commencement date in determining the present value of future lease payments. The rate is an estimate of the collateralized borrowing rate the Company would incur on future lease payments over a similar term. The Company leases facilities under non-cancelable operating lease agreements. Certain of the operating lease agreements contain rent concessions and rent escalations which are included in the present value calculation of minimum lease payments. Topic 842 requires that operating leases recognize expense on a straight-line basis over the lease term. The lease term begins on the date the Company has the right to use the leased property. Lease terms may include options to extend or terminate the lease. These options are included in the ROU asset and lease liability when it is reasonably certain that the option will be exercised. The Company’s lease agreements do not contain residual value guarantees or covenants. Internal-use Software The Company capitalizes certain development costs incurred in connection with its internal-use software. These capitalized costs are primarily related to the software platforms that are hosted by the Company and accessed by its customers on a subscription basis. Costs incurred in the preliminary stages of development are expensed as incurred as research and development costs. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life of 24 months. The Company recognized amortization expenses of $13.5 million, $12.5 million, and $11.0 million related to capitalized internal-use software for the years ended December 31, 2021, 2020, and 2019, respectively, within cost of subscr |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTSCash and cash equivalents consisted of the following: As of December 31, in thousands 2021 2020 Cash $ 123,906 $ 203,891 Money market mutual funds 890,605 — Total cash and cash equivalents $ 1,014,511 $ 203,891 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS See Note 2, “Summary of Significant Accounting Policies” for additional details related to fair value measurements. Cash and cash equivalents The Company’s cash equivalents with regards to the money market mutual funds are classified within Level 1 of the fair value hierarchy. Tax sharing liability Since the SAP Acquisition, we have been included in SAP America’s consolidated group for U.S. federal income tax purposes. In October 2021, we deconsolidated from the SAP Tax Group for federal tax purposes. We expect to remain a member of the SAP Tax Group for certain state filings. Pursuant to the tax sharing agreement with SAP, for taxable periods beginning after December 31, 2020, we will make tax sharing payments to SAP related to certain share based payment awards that existed prior to or were granted at the time of the IPO, the Pre-IPO Awards. Upon deconsolidation from the SAP Tax Group, the initial tax sharing liability was recorded as a distribution payable to SAP in accounts payable and other liabilities and as reduction to additional paid-in capital. Changes in the fair value of the tax sharing liability are recorded through other non-operating income (expense), net. As of December 31, 2021 the Company’s distribution liability for the tax sharing agreement with SAP based on an estimated fair value totaled $71.5 million. The tax sharing agreement liability is estimated based on the estimated future tax benefits associated with the Pre-IPO Awards. The liability is classified within Level 3 of the fair value hierarchy and is based on the discounted estimated future cash flows of the liability. The primary assumptions used in the valuation include the amount of the estimated future tax deductions related to the Pre-IPO Awards, the Company’s estimated future taxable income or loss excluding the Pre-IPO Awards, including the ability and timing of when the Company will be able to utilize the tax deductions from the Pre-IPO Awards using a hypothetical with and without tax calculation, and the estimated discount rate, which is based on current market rates for unsecured liabilities with similar maturities and credit quality. Estimating the tax sharing liability balance requires significant estimates and assumptions which are inherently uncertain and therefore actual results could differ from those estimates. During the year ended December 31, 2021, the Company had no transfers in and out of Level 3 fair value measurements. The changes in the fair value of the tax sharing liability were as follows: in thousands Balance as of October 1, 2021 $ (85,000) Change in the fair value in other non-operating income (expense), net 13,500 Balance as of December 31, 2021 $ (71,500) |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: As of December 31, in thousands 2021 2020 Internal-use software $ 29,047 $ 25,757 Server equipment 28,176 27,551 Leasehold improvements 80,301 28,377 Computer equipment 21,470 15,589 Land 13,383 2,501 Buildings 61,346 11,124 Furniture and fixtures 2,857 2,217 Software 3,252 222 Construction in progress 10,717 47,920 Total property and equipment $ 250,549 $ 161,258 Accumulated depreciation and amortization (58,222) (45,138) Property and equipment, net $ 192,327 $ 116,120 The Company recognized depreciation and amortization expense related to its property and equipment as follows: Year Ended December 31, in thousands 2021 2020 2019 Cost of revenue $ 20,946 $ 18,588 $ 14,654 Research and development 3,456 2,010 1,181 Sales and marketing 6,105 3,667 2,086 General and administrative 1,372 738 316 Total depreciation and amortization expense $ 31,879 $ 25,003 $ 18,237 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | LEASESThe Company has operating leases for corporate offices under non-cancelable operating leases with various expiration dates. There are no finance leases. The leases have remaining terms of 1 to 14 years. Options to extend for up to 10 years have not been included because they are not reasonably certain. The components of lease expense were as follows: As of December 31, in thousands 2021 2020 Operating lease cost $ 23,077 $ 24,420 Variable and short-term lease cost 7,280 6,171 Supplemental balance sheet information related to operating leases was as follows: As of December 31, in thousands 2021 2020 Operating lease right-of-use assets $ 227,320 $ 195,372 Operating lease liabilities, current 18,898 7,125 Operating lease liabilities, non-current 263,307 235,620 Total operating lease liabilities $ 282,205 $ 242,745 Other information related to leases was as follows: As of December 31, 2021 2020 Weighted average remaining lease term 11.9 years 11.8 years Weighted average discount rate 2.07 % 3.19 % As of December 31, 2021, the maturities of lease liabilities under non-cancelable operating leases, net of lease incentives, was as follows (in thousands): Fiscal Period As of December 31, 2021 2022 22,321 2023 11,322 2024 25,032 2025 27,177 2026 27,402 Thereafter 207,804 Total minimum lease payments $ 321,058 Less: imputed interest (38,853) Total $ 282,205 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | BUSINESS COMBINATIONS Clarabridge, Inc. On October 1, 2021, the Company acquired all outstanding stock of Clarabridge, Inc. (“Clarabridge”), a customer experience management software company headquartered in Reston, Virginia, pursuant to an Agreement and Plan of Reorganization and Merger (“Merger Agreement”). The acquisition was completed to strengthen the Company’s omnichannel conversational analytics and experience management platform. Pursuant to the terms of the Merger Agreement, the Company registered the Acquisition Shares for resale on a registration statement which was declared effective on October 12, 2021 and agreed to maintain effectiveness for 12 months from closing, or such earlier time as all of the Acquisition Shares have been sold or are no longer outstanding. In addition, pursuant to the terms of the Merger Agreement, (i) the Clarabridge stock plans have been assumed, amended and restated by the Company, (ii) the options to purchase shares of Clarabridge stock outstanding under the Clarabridge stock plans have been assumed by the Company and converted into corresponding Qualtrics options to purchase, in the aggregate, 3,203,885 shares of Class A Common Stock, and (iii) the Company granted equity incentive awards to certain continuing employees of Clarabridge and its subsidiaries under the 2021 Qualtrics Employee Omnibus Equity Plan. The value of the assumed options was allocated to purchase consideration and stock compensation expense based on the pre and post service conditions. Pursuant to the terms of the Merger Agreement, all outstanding shares of Clarabridge capital stock were cancelled in exchange for consideration in the form of shares of Class A common stock of the Company and cash, as provided by the Merger Agreement. The number of shares of Class A common stock issued to the sellers was fixed at 24,142,065 shares (“Acquisition Shares”) valued at $43.88 per share (the Company’s stock price on the acquisition date). The acquisition date fair value of the consideration transferred for Clarabridge consisted of the following: in thousands Cash, net of cash acquired $ 81,189 Fair value of shares issued 1,059,354 Fair value of stock options assumed 127,139 Total $ 1,267,682 The allocation of the purchase price is preliminary related to income tax balances as the Company is in the process of obtaining and analyzing additional supporting tax related information. Below is the allocation of the purchase price: in thousands Clarabridge Accounts receivable 18,538 Prepaid expenses and other assets 2,888 Property and equipment 6,414 Customer relationships 101,160 Developed technology 151,530 Tradenames 1,240 Goodwill 1,065,335 Total assets acquired 1,347,105 Accounts payable (2,724) Accrued liabilities (9,455) Deferred revenue (36,421) Deferred tax liabilities (26,466) Other liabilities (4,357) Total assets acquired, net $ 1,267,682 Customer relationships represent the fair value of the underlying relationships with Clarabridge customers. Developed technology represents the fair value of Clarabridge’s experience management technologies. The estimated fair value of the intangible assets acquired was determined by the Company. The Company engaged a third‑party expert to assist with the valuation analysis. The Company used a with and without method to estimate the fair value of the customer relationships asset and a multi-period excess earnings method to estimate the fair value of the developed technology asset. Critical estimates in valuing the intangible assets include: • future expected cash flows, including projected revenue, from subscription and professional services contracts and from acquired developed technologies; • estimated technology obsolescence rates; • assumptions about the period of time acquired tradenames will continue to be used in our offerings; • discount rates; • tax balances and tax-related valuation allowances assumed; and • fair value of assumed equity awards. Estimating the fair value of the acquired intangible assets requires significant estimates and assumptions which are inherently uncertain and therefore actual results could differ from those estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Most of the net tangible assets were valued at their respective carrying amounts as of the acquisition date, as the Company believes that these amounts approximate their fair values, with the exception of deferred revenue, which was reduced to its fair value as of the acquisition date. The goodwill arising from the acquisition consists largely of the synergies the Company is expected to achieve from combining the acquired assets and operations with its existing operations. Goodwill related to Clarabridge is not deductible for tax purposes. Acquisition-related costs totaled $12.4 million and were expensed as incurred and included in general and administrative expenses. Pro forma information The following unaudited pro forma operating results give effect to the Clarabridge acquisition, as if it had been completed as of January 1, 2020. These pro forma amounts are not necessarily indicative of the operating results that would have occurred if the acquisition had occurred on such date. The pro forma adjustments are based on certain assumptions that the Company believes are reasonable including adjustments to revenue related to the fair value of deferred revenue, adjustments related to the amortization of acquired intangible assets, adjustments for stock-based compensation expense related the assumed and revested awards and awards issued in conjunction with the acquisition, and the tax impact of such adjustments. As of December 31, in thousands 2021 2020 Revenue $ 1,160,641 $ 835,147 Net loss (1,112,339) (362,274) Other acquisitions On July 20, 2021, the Company acquired all of the outstanding stock of Usermind, Inc. (“Usermind”) in exchange for cash, net of cash acquired. The acquisition was completed to strengthen the Company’s experience orchestration and management platform. The assets, liabilities, and operating results of Usermind are reflected in the Company’s consolidated financial statements from the date of acquisition. On December 3, 2021, the Company acquired all of the outstanding stock of SurveyVitals, Inc. (“SurveyVitals”), in exchange for primarily cash, net of cash acquired. The acquisition was completed to strengthen the Company’s healthcare experience offerings. The assets, liabilities, and operating results of SurveyVitals are reflected in the Company’s consolidated financial statements from the date of acquisition. The aggregate purchase price of these two acquisitions was $61.9 million, net of cash acquired. The allocation of the purchase price for Usermind is subject to adjustments based upon the finalization of tax related assumptions. The allocation of the purchase price for SurveyVitals is based on preliminary information and is subject to adjustments based upon the completion of the valuation of the intangible assets, working capital adjustments, and finalization of tax related assumptions. The allocation of the purchase price for the Usermind and SurveyVitals acquisitions is as follows: in thousands Usermind and SurveyVitals Developed technology $ 5,065 Customer relationships 8,705 Licenses and certifications 6,845 Tradenames 125 Goodwill 46,724 Other assets, net 1,086 Total assets acquired 68,550 Other liabilities, net (6,607) Total assets acquired, net $ 61,943 The goodwill arising from the acquisitions consists largely of the synergies the Company is expected to achieve from combining the acquired assets and operations with its existing operations. Goodwill related to the acquisitions is not deductible for tax purposes. Acquisition-related costs for Usermind and SurveyVitals totaled $2.1 million and were expensed as incurred and included in general and administrative expenses. The contribution of Usermind and SurveyVitals to the revenue and earnings for the year ended December 31, 2021 is not material (the effects would also not have been material if the acquisitions had closed at the beginning of 2020). |
Other Intangible Assets, Net
Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, Net | OTHER INTANGIBLE ASSETS, NET Other intangible assets, net consisted of the following: As of December 31, in thousands 2021 2020 Patents $ 751 $ 751 Developed technology 159,665 3,070 Customer relationships 111,965 2,100 Developed content 400 400 Tradename 1,915 550 Licenses and certifications 6,845 — License agreements 1,500 1,500 Total intangible assets $ 283,041 $ 8,371 Accumulated amortization (18,541) (4,412) Other intangible assets, net $ 264,500 $ 3,959 Estimated amortization expense for intangible assets for the next five years consists of the following: As of December 31, in thousands 2021 2022 53,489 2023 51,154 2024 51,037 2025 50,086 2026 41,506 Thereafter 17,228 Total $ 264,500 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES Accrued liabilities consisted of the following: As of December 31, in thousands 2021 2020 Accrued wages, bonuses and commissions $ 93,021 $ 76,842 Accrued payroll taxes 7,295 2,753 Share deposit liability (1) — 120,000 Other accrued expenses 44,037 22,037 Accrued income taxes 23,049 3,414 Total accrued liabilities $ 167,402 $ 225,046 (1) See Note 12 “Sale of Class A Common Stock” for further details |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company is a party to a variety of claims, lawsuits, and proceedings which arise in the ordinary course of business, including claims of alleged infringement of intellectual property rights. The Company records a liability when it believes that it is probable that a loss will be incurred, and the amount of loss or range of loss can be reasonably estimated. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate. The Company is not presently a party to any litigation the outcome of which, it believes, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the business, operating results, or financial condition. |
Promissory Notes
Promissory Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Promissory Notes | PROMISSORY NOTES In January 2021, and in connection with the initial public offering, the Company declared a $2,392 million dividend in the form of two promissory notes payable from Qualtrics International Inc. to SAP America. Promissory Note 1 was issued with a principal amount of $1,892 million and interest rate of 0.14% compounded semi annually. The principal balance and accrued interest was due and paid in full on February 1, 2021, the date of the closing of the initial public offering. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Common Stock | COMMON STOCK On January 23, 2019, with the completion of the SAP Acquisition, all previous shares of redeemable convertible preferred stock and common stock were retired and new shares of common stock were issued by the surviving corporation. On December 21, 2020, the Company amended its restated certificate of incorporation to create new shares of preferred stock, Class A common stock, and Class B common stock. The following description summarizes certain important terms of our capital stock and of our amended and restated certificate of incorporation and amended and restated bylaws. Class A Common Stock and Class B Common Stock Dividend Rights Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our Class A common stock and Class B common stock are entitled to receive dividends, out of assets legally available, sharing equally in all such dividends on a per share basis, at the times and in the amounts that our board of directors may determine from time to time. Voting Rights Except that holders of Class A common stock are entitled to one vote per share while holders of Class B common stock are entitled to ten votes per share on all matters to be voted on by our stockholders and except with respect to the conversion, certain corporate actions that require the consent of holders of Class B common stock and other protective provisions, the holders of Class A common stock and Class B common stock have identical rights. Subject to any rights of any series of preferred stock to elect directors, the holders of our Class A common stock and the holders of our Class B common stock, voting together as a single class, are entitled to elect all directors to our board of directors. In the event that the rights of any series of preferred stock would preclude the holders of our Class A common stock and the holders of our Class B common stock, voting together as a single class, from electing at least one director, the board of directors will increase the number of directors prior to the issuance of that preferred stock to the extent necessary to allow these stockholders to elect at least one director. Right to Receive Liquidation Distributions Upon our liquidation, dissolution or winding-up, the holders of our Class A common stock and Class B common stock are entitled to share equally in all of our assets remaining after payment of all liabilities and the liquidation preferences of any outstanding preferred stock. Conversion Prior to any distribution of Class B common stock by SAP to any party that is not beneficially owned by SAP (a “Distribution”), all shares of Class B common stock will automatically be converted into shares of Class A common stock upon the transfer of such shares of Class B common stock. If a Distribution has not occurred, each share of Class B common stock will also automatically convert into a share of Class A common stock at such time as the number of shares of common stock owned by SAP (and its affiliates) falls below 20% of the outstanding shares of our common stock. All conversions will be effected on a share-for-share basis. Preferred Stock Our board of directors is authorized, subject to the approval of our Class B stockholders and subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further vote or action by our stockholders. We have no current plan to issue any shares of preferred stock. Sale of Class A Common Stock In December 2020, we entered into a stock purchase agreement with Q II, an entity controlled by Ryan Smith, our founder and executive chair, pursuant to which Q II purchased 6,000,000 shares of our Class A common stock at a price of $20.00 per share for an aggregate purchase price of $120 million. The shares are redeemable at the option of the Company for the 60-day period following June 30, 2021 unless the following conditions had been met: (i) the closing of the Company’s underwritten public offering had occurred prior to that date and (ii) Ryan Smith remained employed by the Company on that date or his employment had been terminated prior to that date by the Company without cause or by him with good reason. Such conditions occurred as of June 30, 2021 and the shares are therefore not redeemable at the option of the Company. Based on the terms of purchase agreement, the funds received from the Q II purchase were reported within accrued liabilities until the redemption options expired on June 30, 2021, resulting in the $120 million purchase consideration being reclassified from accrued liabilities to additional paid in capital. On December 23, 2020, Silver Lake Partners VI DE (AIV), L.P. (“Silver Lake”) agreed to purchase $550 million of shares of Class A common stock, comprising (a) 15,018,484 shares at $21.64 per share and (b) $225 million of shares at the initial public offering price of $30.00 per share, in a concurrent private placement transaction (the “Silver Lake investment”). On February 1, 2021, the Company closed its private placement transaction with Silver Lake. On February 1, 2021, the Company closed its initial public offering (“IPO”), in which it issued and sold 59,449,903 shares of Class A common stock at $30.00 per share for aggregate net proceeds of $1,688 million, after deducting underwriters' discounts and offering expenses payable by the Company. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | STOCK-BASED COMPENSATION Stock-based compensation expense, including cash settled, for the years ended December 31, 2021, 2020, and 2019 was recorded as follows: Year Ended December 31, in thousands 2021 2020 2019 Cost of subscription revenue $ 12,148 $ 4,632 $ 24,136 Cost of professional services and other revenue 25,299 6,737 17,168 Research and development 128,779 68,355 130,809 Sales and marketing 136,532 37,877 115,581 General and administrative 754,382 106,412 588,532 Total stock-based compensation expense, including cash settled (1) $ 1,057,140 $ 224,013 $ 876,226 ______________ (1) As a result of the SAP Acquisition, our stock-based compensation expense reflects the recognition of both equity-classified awards and liability-classified awards. Liability-classified awards are settled in cash in accordance with SAP’s employee equity compensation programs and are recorded according to mark-to-market accounting. Cash Awards Qualtrics Rights In conjunction with the SAP acquisition, previous unvested Restricted Share Awards (RSAs), Restricted Share Units (RSUs), and options held by employees of Qualtrics were exchanged into stock-based cash awards (Qualtrics Rights). The replacement awards closely mirror the terms of the replaced awards except that: • The replaced awards were planned to be settled by issuing equity instruments, whereas the replacement awards are settled in cash. • RSAs, RSUs, and options granted before 2018 and unvested at the closing date of the Qualtrics acquisition were converted into the right to receive, at the originally agreed vesting dates, an amount in cash equal to the number of RSAs and RSUs held as at the vesting date multiplied by $35.00 per share. The respective amount of options equals the number of options held at the vesting date multiplied by $35.00 per share less the originally-agreed exercise price. • RSAs and RSUs granted in 2018 and thereafter and unvested as at the closing date of the SAP acquisition were converted into awards that are indexed to SAP’s share price as follows: SAP’s consideration per share ($35.00) was divided by the average closing price of the SAP share over the five During the year ended December 31, 2021, 2020, and 2019, 1.8 million, 7.8 million, and 7.8 million Qualtrics Rights vested and were settled for $74.3 million, $337.0 million, and $311.0 million in cash, respectively. The unrecognized expense related to Qualtrics Rights was $0.2 million and $69.0 million as of December 31, 2021 and 2020, respectively, and will be recognized over a remaining vesting period of up to one year and three years, respectively. As of December 31, 2021 and 2020, less than 0.1 million and 5.5 million outstanding Qualtrics Rights, respectively, were valued based on the SAP share price of €124.90 and €107.22, respectively, multiplied by the Equity Award Exchange Ratio translated into US dollars and less than $0.1 million and $2.0 million outstanding Qualtrics Rights, respectively, were valued at $35.00. The weighted-average remaining contractual term of the Qualtrics Rights was 0.4 years and 1.5 years at December 31, 2021 and 2020, respectively. The weighted average SAP share price for the Qualtrics Rights settled in during the year ended December 31, 2021, 2020, and 2019 was €105.10, €113.34, and €106.15, respectively. Move SAP Plan (SAP RSU Plan) To retain and motivate executives and certain employees, SAP granted virtual shares representing a contingent right to receive a cash payment determined by the SAP share price and the number of share units that ultimately vest. Granted share units will vest in annual tranches over a three-year service period. • Move SAP RSUs have a service-based vesting condition over a three-year period. These awards have a cliff vesting period of one year and continue to vest annually thereafter. The Company began granting under Move SAP Plan in March 2019. The Company recognizes compensation expense associated with the RSUs ratably on a straight-line basis over the requisite service period. All awards are paid out in cash upon vesting. During the year ended December 31, 2021 and 2020 less than 0.1 million and 0.3 million Move SAP RSUs vested and were settled for $5.1 million and $44.0 million in cash, respectively. There were no SAP RSUs that vested and therefore no cash settlements for the year ended 2019. The unrecognized expense related to Move SAP RSUs was $4.2 million and $143.0 million as of December 31, 2021 and 2020, respectively. The unrecognized compensation expense will be recognized over a remaining vesting period of up to two years. Changes in Outstanding Awards Under the Company’s Cash-Settled Plans in thousands Qualtrics Rights SAP RSU Plan Outstanding as of December 31, 2019 16,007 1,051 Granted — 873 Transferred in/out — 4 Settled/exercised (7,790) (324) Forfeited (699) (177) Outstanding as of December 31, 2020 7,518 1,427 Exchanged into Qualtrics Equity Awards (5,451) (1,309) Settled/exercised (1,780) (39) Forfeited (243) (31) Outstanding as of December 31, 2021 44 48 in thousands Qualtrics Rights SAP RSU Plan Total carrying amount of liabilities as of December 31, 2021 1,856 2,715 Total carrying amount of liabilities as of December 31, 2020 241,485 44,428 Equity Awards Qualtrics RSUs In December 2020, the board of directors approved the 2021 Qualtrics International Inc. Employee Omnibus Equity Plan, pursuant to which the Company reserved 89.8 million shares of Class A common stock to be used for grants of equity awards to officers, employees, directors, and other key persons, including consultants. The plan provides that on January 1, 2022, and each January 1 thereafter, through and including January 1, 2031, the number of shares reserved and available for issuance under the plan is cumulatively increased by a number of shares of Class A common stock equal to up to 5% of the number of shares of Class A common stock and Class B common stock of issued and outstanding on the immediately preceding December 31, as approved by board, and further provides for increases to the number of shares of Class A common stock that may be granted thereunder based on shares underlying any awards that expire, are forfeited, or are otherwise terminated. As of December 31, 2021 there were 3.0 million shares remaining to be issued under this plan. In January 2021, the Company completed a voluntary exchange offer pursuant to which 5.4 million cash-settled Qualtrics Rights and 1.3 million cash-settled SAP RSU awards were exchanged and modified into 12.8 million equity-settled Qualtrics RSU awards, representing 93% of the outstanding Qualtrics Rights and SAP RSU awards. In September 2021, the Company completed an additional voluntary exchange offer for certain employees in Australia that were not eligible for the January 2021 exchange, pursuant to which less than 0.1 million cash-settled Qualtrics Rights and SAP RSU awards were exchanged and modified into equity-settled Qualtrics RSU awards. In January 2021, the board of directors authorized the issuance of new RSU awards representing approximately 61.4 million shares of our Class A common stock. These awards were granted to eligible employees and the executive officers of the Company on January 28, 2021. Approximately 44.2 million of the RSU awards are subject to time-based vesting, with 25% vesting on February 1, 2022 and ratably thereafter for twelve quarters, such that this portion of the RSUs will be fully vested on the fourth anniversary of their vesting commencement date. The remaining 17.2 million RSU awards vest in four equal annual installments based on the achievement of certain performance conditions, as established by our board of directors and measured annually, with vesting of 100% of each installment in the event that the performance targets are achieved and ratable downward adjustments in the event that the performance targets are partially achieved. In January 2021, the board of directors approved a one-time optional salary adjustment program that provided eligible employees with the opportunity to reduce their annual cash base salary, effective as of February 1, 2021 and on an ongoing basis, in exchange for a one-time RSU grant valued at a multiple of the cash forgone as a result of an employee’s participation in the program. RSUs granted pursuant to this program totaled 2.5 million and vest quarterly over four years, with a vesting commencement date of February 1, 2021. In August 2021, the board of directors approved the 2021 Qualtrics International Inc. Inducement Equity Plan, pursuant to which the Company reserved 3.4 million shares of Class A common stock to be used for grants of equity-based awards to individuals who were not previously employees or directors of the Company. As of December 31, 2021, there were 3.0 million shares remaining to be issued under this plan. In November 2021, the board of directors authorized the issuance of new RSU awards representing approximately 2,227,679 million shares of our Class A common stock. These awards were granted to eligible employees of Clarabridge. The RSU awards are subject to time-based vesting, with 25% vesting on November 1, 2022 and ratably thereafter for twelve quarters, such that this portion of the RSUs will be fully vested on the fourth anniversary of their vesting commencement date. The following table sets forth the outstanding Qualtrics RSUs and related activity for the years ended December 31, 2021 and 2020: Number of RSUs (in thousands) Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2020 — $ — Exchanged from Qualtrics Rights and SAP RSU Awards 12,872 30.04 Granted 77,652 44.28 Vested (6,124) 31.14 Forfeited/Canceled (2,236) 41.28 Outstanding as of December 31, 2021 82,164 $ 43.11 The total fair value of RSUs that vested during the year ended December 31, 2021 was $222.7 million. As of December 31, 2021, there was $2,508.4 million of unrecognized stock-based compensation expense related to outstanding Qualtrics RSUs, which is expected to be recognized over a weighted-average period of 2.9 years. Qualtrics Options On October 1, 2021, in connection with the acquisition of Clarabridge, Inc., the Company assumed the outstanding Clarabridge stock option plans and converted all outstanding stock options into Qualtrics options. The majority of the assumed options were either fully vested or partially vested as of the acquisition date and had a strike price well below the value of the awards at the conversion date. Certain awards to Clarabridge employee had their vesting periods extended for up to three years after the acquisition date. The conversion date fair value of the stock options was determined to be approximate to the intrinsic value of the awards. The value of the assumed options was allocated to purchase consideration and stock compensation expense based on the pre and post service conditions. See Note 7 “Business Combinations” for additional information. The following table sets forth the outstanding common stock options and related activity for the year ended December 31, 2021: Number of Options (in thousands) Weighted-Average Exercise Price per Share Weighted-Average Remaining Term (years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2020 — $ — Assumed awards from Clarabridge Acquisition 3,204 4.52 Exercised (1,344) 4.22 Forfeited/Expired (5) 7.08 Outstanding as of December 31, 2021 1,855 $ 4.84 6.3 $ 56,684 Vested and exercisable at December 31, 2021 956 $ 4.43 6.1 $ 29,602 The aggregate intrinsic value of options exercised was $51.2 million for the year ended December 31, 2021. The intrinsic value represents the excess of the estimated fair value of the Company's common stock on the date of exercise over the exercise price of each option. The intrinsic value of options as of December 31, 2021 is based on the market closing price of the Company's Class A common stock on that date. As of December 31, 2021, there was $20.9 million of unrecognized stock-based compensation expense related to outstanding stock options which is expected to be recognized over a weighted-average period of 2.5 years. Own SAP Plan (Own) Starting in July 2019 under Own, employees had the opportunity to purchase, on a monthly basis, SAP shares without any required holding period. The investment per each eligible employee is limited to a percentage of the respective employee’s monthly base salary. The Company matched the employee investment by 40% and added a subsidy equivalent of €20 per month for non-executives. In connection with the completion of the Company’s initial public offering employees are no longer able to participate in Own. The number of shares purchased under this plan was 17,440, 185,709, and 53,293 during the twelve months ended December 31, 2021, 2020, and 2019 respectively. The Company recognized compensation expense associated with the match of $0.7 million, $7.2 million, and $2.0 million during the twelve months ended December 31, 2021, 2020, and 2019 respectively. Qualtrics Employee Stock Purchase Plan In December 2020, the Company's board of directors approved the 2021 Qualtrics International Inc. Employee Stock Purchase Plan (ESPP), which became effective in January 2021. The ESPP initially reserved and authorized the issuance of up to a total of 12,000,000 shares of Class A common stock to participating employees. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and ending on (and including) January 1, 2030 by the lowest of: (i) 2% of the number of shares of our Class A common stock reserved for issuance under the ESPP, (ii) 1% of the outstanding number of shares of our Class B and Class A common stock on the immediately preceding December 31, and (iii) such lesser number of shares as determined by our compensation committee. The share reserve is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. As of December 31, 2021, there were 11.4 million shares remaining to be issued under the ESPP. Each employee who is a participant in the ESPP may purchase shares by authorizing contributions at a minimum of 1% up to a maximum of 20% of his or her compensation for each pay period, with purchase periods beginning on February 1 and August 1 of each year. Accumulated contributions are used to purchase shares on the last business day of the purchase period at a price equal to 85% of the fair market value of the shares on the first business day of the offering period (or our initial public offering price for participants in the first ESPP) or the last business day of the offering period, whichever is lower, provided that no more than a number of shares of Class A common stock determined by dividing $15,000 by the fair market value of the shares on the first business day of the offering period (or a lesser number as established by the plan administrator in advance of the purchase period) may be purchased by any one employee during each purchase period. An employee may purchase no more than $25,000 worth of shares of Class A common stock, valued at the start of the offering period, under the ESPP for each calendar year in which a purchase right is outstanding. The Company recognized compensation expense associated with the ESPP of $16.4 million during the year ended December 31, 2021. Sale of Class A Common Stock As discussed in Note 12, regarding the sale of Class A common stock to Q II, the 6,000,000 shares had certain vesting conditions including the completion of the Company’s IPO and the continued employment of Ryan Smith through June 30, 2021. Based on the terms of purchase agreement, the sale of Class A common stock to Q II is accounted for as an early exercise of a stock option award. The IPO is considered a performance condition that upon occurring in January 2021 results in a cumulative catch-up of recognizing expense of the fair value of the option for the pro-rata portion of the vesting period that had occurred and the remaining expense has been recorded over the remaining vesting period, which ended on June 30, 2021. The Company recognized compensation expense associated with the award of $20.9 million during the year ended December 31, 2021. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table sets forth the calculation of basic net loss per share attributable to common stockholders during the periods presented. Due to the impact of the SAP acquisition of Qualtrics, the Company’s capital structure for the years ended December 31, 2021 and 2020 are not comparable to the Company’s capital structure for the year ended December 31, 2019. As a result, the presentation of net loss per share for the year ended prior to the transaction is not meaningful and only net loss per share for periods subsequent to the SAP acquisition of Qualtrics are presented herein. in thousands (except share amount) Year Ended December 31, Year Ended December 31, January 23rd through December 31, 2021 2020 2019 Numerator: Net loss attributable to common shareholder $ (1,059,146) $ (272,502) $ (743,010) Denominator: Weighted-average shares outstanding for basic loss per share 516,869,588 423,334,994 423,170,610 Basic loss per share $ (2.05) $ (0.64) $ (1.76) Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for all periods presented: As of December 31, 2021 As of December 31, 2020 As of December 31, 2019 Qualtrics restricted stock units 82,163,894 — — Qualtrics options 1,854,965 — — Qualtrics employee stock purchase program 687,000 — — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES For the years ended December 31, 2021, 2020, and 2019, the Company’s (loss) from continuing operations before provision for income taxes was as follows: Year Ended December 31, in thousands 2021 2020 2019 Domestic $ (1,076,281) $ (297,724) $ (1,016,772) Foreign 29,100 41,699 22,138 Loss before income taxes $ (1,047,181) $ (256,025) $ (994,634) The federal, state and foreign income tax provisions are summarized as follows: Year Ended December 31, in thousands 2021 2020 2019 Current taxes: Federal $ 19,886 $ — $ (127) State 515 166 175 Foreign 3,218 6,970 18,326 Total current taxes $ 23,619 $ 7,136 $ 18,374 Deferred taxes: Federal $ (12,582) $ — $ 127 State (1,829) — — Foreign 2,757 9,341 (5,502) Total deferred taxes (11,654) 9,341 (5,375) Total $ 11,965 $ 16,477 $ 12,999 A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, in % 2021 2020 2019 Tax at U.S. statutory rates 21.0 % 21.0 % 21.0 % State tax, net of federal tax effect (3.8) 3.4 5.5 Foreign taxes (1.0) (3.2) (1.0) Items not deductible for tax (0.1) (0.3) (0.6) Equity compensation (13.4) (0.3) 8.4 Tax credits 1.2 6.7 3.1 Changes in valuation allowance (6.4) (27.6) (36.7) Changes in tax reserves 1.6 (5.0) (1.0) Other items, net (0.2) (1.1) — Effective income tax rate (1.1) % (6.4) % (1.3) % Significant components of the Company’s deferred tax assets (liabilities) are as follows: As of December 31, in thousands 2021 2020 Deferred tax assets: Investment in partnership $ 203,480 $ 112,190 Tax credits 34,718 61,616 Charitable contribution carryovers 2 711 Stock compensation 8,088 9,031 Net operating loss carryovers 74,127 310,462 Lease liability 32,414 — Other 8,302 11,574 Gross deferred tax assets 361,131 505,584 Valuation allowance (262,919) (481,822) Net deferred tax assets 98,212 23,762 Deferred tax liabilities: Compensation accruals (17,785) (18,474) Intangible assets (71,125) — Leases - ROU asset (31,312) — Other (1,547) (11,166) Total net deferred tax liabilities $ (23,557) $ (5,878) The Company has historically calculated the income taxes in its consolidated financial statements on a separate return basis. However, the Company was in actuality included in the consolidated, combined or unitary U.S. federal and state income tax returns with SAP America, Inc. and its affiliates. As a result of deconsolidation from SAP during 2021, net operating losses and credits have been updated to reflect actual attributes available for use by the Company. The Company is subject to a tax sharing agreement with SAP that requires the Company to reimburse SAP, or be reimbursed by SAP, for the Company's taxable income, or loss in the case of reimbursement, that is included on consolidated tax returns with SAP, subject to adjustments for hypothetical tax attributes and certain simplifying conventions. The Company conducts the majority of its operations through a limited liability company that is wholly owned within the consolidated group. Accordingly, the outside basis difference in the limited liability company is reflected as a deferred tax asset, shown as “investment in partnership.” During 2020, the Company effectuated an internal restructuring, which removed certain foreign entities from the limited liability company ownership structure. As a result, the deferred tax balances of those foreign entities were presented separately from the partnership deferred tax asset during 2020. This presentation continues through 2021. ASC 740, Income Taxes, provides for the recognition of deferred tax assets if realization of such assets is more likely than not. In assessing the need for a valuation allowance, the Company considered all available evidence, both positive and negative, including historical levels of income, legislative developments, expectations, and risks associated with estimates of future taxable income, and prudent and feasible tax planning strategies. The valuation allowance for deferred tax assets was $262.9 million and $481.8 million at December 31, 2021 and 2020, respectively. During 2021, the valuation allowance decreased by $218.9 million primarily due to deconsolidation adjustments to federal and certain state net operating losses in the United States. As of December 31, 2021, the Company had approximately $197.8 million of consolidated federal net operating loss carryforwards and $592.2 million of state net operating loss carryforwards available to offset future taxable income, respectively. If unused, federal net operating loss carryforwards of $92.4 million will expire between 2027 and 2037. $105.3 million of federal net operating loss carryforwards can be carried forward indefinitely. If unused, state net operating loss carryforwards of $410.1 million will expire between 2023 and 2040. $182.1 million of state net operating loss carryforwards can be carried forward indefinitely. The Company has $2.8 million of foreign jurisdiction net operating loss carryforwards that will expire beginning in 2040. The Company has federal research tax credit carryforwards of $1.0 million and Utah research tax credit carryforwards of $4.0 million, which if not utilized, will expire between 2033 and 2041, and 2028 and 2035, respectively. The Company has foreign tax credit carryforwards of $15.2 million which will expire between 2024 and 2030, if not utilized. Undistributed earnings of certain of the Company’s foreign subsidiaries amounted to approximately $85 million at December 31, 2021. Those earnings are considered to be indefinitely reinvested; accordingly, no provision for state, local and foreign withholding income taxes has been provided hereon. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company could be subject to withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred income tax liability is not practicable due to the complexities associated with its hypothetical calculation. ASC 740 requires the Company to recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The following table summarizes the activity related to unrecognized tax benefits for the periods December 31, 2021 and 2020: As of December 31, in thousands 2021 2020 Beginning balance $ 28,130 $ 15,041 Additions for tax positions related to current year 9,852 13,089 Additions for tax positions related to prior year 1,032 — Reductions for tax positions related to prior year (26,162) — Cumulative translation adjustment $ (488) $ — Ending balance $ 12,364 $ 28,130 The Company does not anticipate material changes within 12 months of the reporting date to its unrecognized tax benefits as of December 31, 2021. At December 31, 2021, the Company had $12.4 million of total unrecognized tax benefits, of which, if recognized, $10.0 million would impact the Company’s effective tax rate. Of the $12.4 million of 2021 unrecognized tax benefits, $2.4 million is offset to deferred tax assets and the remaining $10.0 million is recorded as a long term liability. At December 31, 2020, the Company had $28.1 million of total unrecognized tax benefits, of which, if recognized, $14.3 million would impact the Company’s effective tax rate. Of the $28.1 million of 2020 unrecognized tax benefits, $13.8 million is offset to deferred tax assets and the remaining $14.3 million is recorded as a long term liability. The Company recognizes interest and penalties related to unrecognized tax benefits as part of pre-tax book income or expense, which totaled $(1.1) million, $1.5 million, and $0.1 million for 2021, 2020, and 2019, respectively. The Company’s accrual for interest and penalties totaled $0.2 million and $2.4 million at December 31, 2021 and 2020, respectively. The Company files federal, state, and foreign income tax returns in various jurisdictions such as Australia, Belgium, Ireland, the United Kingdom, and the United States, with varying statutes of limitations. The tax years from 2018 forward remain subject to examination for the Company and its U.S. subsidiaries. Tax filings for the Company’s foreign subsidiaries remain subject to examination by local tax authorities from 2017 and onward. The German Anti-Tax Avoidance Directive Implementation Law entered into force on July 1, 2021. This legislation is intended to combat hybrid mismatch arrangements and deny deduction of certain expenses accruing after December 31, 2019, and impacts the deductibility of expenses incurred in our German subsidiary during tax year 2020. As a result of this legislation, the Company recorded a $6.5 million uncertain tax liability during the year ended December 31, 2021. The U.K. Finance Act 2021 was passed on June 10, 2021. This legislation refined and clarified the country’s hybrid mismatch rules, which previously cast doubt on the deductibility of expenses incurred in our U.K. subsidiary during tax years 2017-2020. As a result of the favorable new legislation, the Company reversed an $11.0 million uncertain tax liability during the year ended December 31, 2021. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted by the United States on March 27, 2020, and the Consolidated Appropriations Act, 2021 (the “Appropriations Act”) was enacted on December 27, 2020. Neither the CARES Act nor the Appropriations Act have a material impact on the Company’s provision for income taxes for 2021 or 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Since the SAP acquisition in 2019, SAP and its affiliates are related parties to the Company. The Company has entered into certain arrangements for services and products with SAP and its affiliates. The consolidated statements of operations and comprehensive loss include all revenue and costs directly attributable and/or allocable to the Company, including costs for facilities, functions, and services used by Qualtrics. The condensed consolidated statement of operations also includes expenses of SAP directly charged to Qualtrics for certain functions provided by SAP, including, but not limited to, sales organization costs, insurance, employee benefits, human resources and usage of data centers. The Company directly charges SAP for certain functions provided to SAP, including sales support. These charges were determined based on actual expenses incurred on Qualtrics’ or SAP’s behalf or by usage. During the years ended December 2021, 2020 and 2019, the Company recognized revenue of $26.4 million, $11.8 million, and $2.4 million, respectively, from SAP and its affiliates in exchange for services and products. Total costs charged from SAP and its affiliates to the Company were $56.8 million, $38.4 million, and $34.1 million respectively, during the years ended December 31, 2021, 2020 and 2019. As of December 31,2021, the outstanding receivable and payable balance with SAP and its affiliates was $42.0 million and $13.3 million, respectively. As of December 31, 2020, the outstanding receivable and payable balance with SAP and its affiliates was $0.2 million and $13.6 million, respectively. Since the SAP Acquisition, we have been included in SAP America’s consolidated group for U.S. federal income tax purposes. In October 2021, we deconsolidated from the SAP Tax Group for federal tax purposes. We expect to remain a member of the SAP Tax Group for certain state filings. Pursuant to the tax sharing agreement with SAP, for taxable periods beginning after December 31, 2020, we will make certain tax sharing payments to SAP. As of December 31, 2021, the Company’s distribution liability for the tax sharing agreement with SAP totaled $88.5 million, consisting of $17.0 million based on our 2021 tax provision and $71.5 million based on an estimated fair value. In January 2021, and in connection with the initial public offering, the Company declared a $2,392 million dividend in the form of two promissory notes payable from Qualtrics International Inc. to SAP America. Promissory note 1 was issued with a principal amount of $1,892 million and paid in full on February 1, 2021. Promissory note 2 was issued with a principal amount of $500 million and interest rate of 1.35% compounded semi annually. The outstanding principal of $500 million and accrued interest of $5.3 million related to our promissory note was paid in full on November 9, 2021. See Note 11 “Promissory Notes” for further details. Certain Board members of the Company and certain Supervisory Board and Executive Board members of SAP SE currently hold, or held within the last year, positions of significant responsibility with other entities. We have relationships with certain of these entities in the ordinary course of business. During the years ended December 31, 2021 and 2020, revenue and charges from these related parties were immaterial. In December 2020, Ryan Smith, our Founder and Executive Chair, acquired a majority interest in the Utah Jazz basketball franchise, the associated venue, and certain related sports teams and operations and business interests. In 2019, the Company entered into multi-year agreements with the Utah Jazz related to ticket purchases, advertising, sponsorships, and the Utah Jazz Five for the Fight Campaign, under which we were billed $5.1 million during the year ended December 31, 2021. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | DEFINED CONTRIBUTION PLAN In 2018 and through June 30, 2019, the Company had a 401(k) plan covering eligible employees of the Company. Eligible employees were U.S. full-time or part-time employees who were at least 18 years of age and who met a 90-day minimum service requirement. The 401(k) plan was subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Eligible participants could contribute up to 90% of compensation. Participants directed the investment of their contributions into various investment options offered by the 401(k) plan. From 2016 until June 30, 2019, the Company contributed, at its discretion, 3% of eligible U.S. employee compensation to the 401(k) plan. From July 1, 2019 through September 30, 2021, the Company had a 401(k) plan administered by SAP, with employer contributions funded by the Company. Since October 1, the Company’s 401(k) plan has been administered by Qualtrics. Eligible employees are able to contribute up to 25% of their compensation to the 401(k) plan each pay period, and then the Company automatically makes partial matching contributions of up to 4.5% of their compensation, up to a maximum employer contribution of $13,050 in 2021 and $12,825 in 2020. The employer matching contributions partially vest after two years and fully vest after three years of employee service. The Company’s contributions to the 401(k) plans for the years ended December 31, 2021, 2020, and 2019 totaled $21.3 million, $16.7 million, $8.2 million, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | The accompanying consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. |
Basis of Accounting | The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make certain estimates and assumptions. |
Use of Estimates | These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. The Company’s most significant estimates and judgments involve revenue recognition with respect to the determination of the standalone selling prices for the Company’s services, deferred contract acquisition costs, the period of benefit generated from deferred contract acquisition costs, valuation of the Company’s equity and cash settled stock-based compensation, valuation of certain intangible assets that were acquired as part of business combinations, valuation of the distribution liability related to the tax sharing agreement with SAP, valuation of deferred income tax assets, uncertain tax positions, contingencies, the determination of whether a contract contains a lease, determining the incremental borrowing rate for the calculation of the present value of lease liabilities and litigation accruals. Actual results could differ from those estimates. |
Segments | Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The Company’s CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment. |
Foreign Currency Transactions | The functional currencies of the Company’s foreign subsidiaries are the respective local currencies. The cumulative effect of translation adjustments arising from the use of differing exchange rates from period to period is included in accumulated other comprehensive income (loss) within the consolidated balance sheets. Changes in the cumulative foreign translation adjustment are reported in the consolidated statements of convertible redeemable preferred stock and stockholders’ equity (deficit) and the consolidated statements of comprehensive loss. Transactions denominated in currencies other than the functional currency are remeasured at the end of the period and when the related receivable or payable is settled, which may result in transaction gains or losses. Foreign currency transaction gains and losses are included in other expense, net in the consolidated statements of operations. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period, and equity balances are translated using historical exchange rates. |
Revenue Recognition | The Company recognizes revenue from its service/product lines when control is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the services. Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenue. Revenue recognition is evaluated through the following five-step process: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in a contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, performance obligations are satisfied Classes of Revenue The Company derives revenue from two service/product lines: Subscription Revenue The Company generates revenue primarily from sales of subscriptions to access its XM Platform, together with related support services to its customers. Arrangements with customers do not provide the customer with the right to take possession of the software operating the XM Platform at any time. Instead, customers are granted continuous access to the XM Platform over the contractual period. The Company’s subscription contracts generally have annual contractual terms while some have multi-year contractual terms. The Company generally bills annually in advance with net 30 payment terms. The Company’s agreements generally cannot be canceled with refund. Professional Services and Other Revenue Professional services and other revenue mainly includes two types of services: research services and professional services. Research services is a solution provided to existing subscription customers with arrangements, which are distinct from subscription revenue services. In addition, the Company provides professional services associated with new and expanding customers requesting implementation, integration services, and other ancillary services. These services are distinct from subscription revenue services. Identification of a Contract For accounting purposes, the Company treats multiple contracts entered into with the same customer as a single contract if they are entered into at or near the same time and are economically interrelated. The Company does not combine contracts with closing days more than three months apart because we do not consider them being entered into near the same time. Judgment is required in evaluating whether various contracts are interrelated, which includes considerations as to whether they were negotiated as a package with a single commercial objective, whether the amount of consideration on one contract is dependent on the performance of the other contract, or if some or all goods in the contracts are a single performance obligation. New arrangements with existing customers can be either a new contract or the modification of prior contracts with the customer. We consider whether there is a connection between the new arrangement and the pre-existing contracts, whether the goods and services under the new arrangement are highly interrelated with the goods and services sold under prior contracts, and how the goods and services under the new arrangement are priced. In determining whether a change in transaction price represents a contract modification or a change in variable consideration, we examine whether the change in price results from changing the contract or from applying unchanged existing contract provisions. Identification of Performance Obligations Some contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately, if they are distinct. Typically, the products and services outlined in the Classes of Revenue section qualify as separate performance obligations and the portion of the contractual fee allocated to them is recognized separately. Judgment is required, however, in determining whether a good or service is considered a separate performance obligation. In particular for our professional services and implementation activities, judgment is required to evaluate whether such services significantly integrate, customize, or modify the subscription service to which they relate. In this context, we consider the nature of the services and their volume relative to the volume of the subscription service to which they relate. In general, the implementation services for our subscription services go beyond pure setup activities and qualify as separate performance obligations. Non-distinct goods and services are combined into one distinct bundle of goods and services (combined performance obligation). Determination of Transaction Price We apply judgment in determining the amount to which we expect to be entitled in exchange for transferring promised goods or services to a customer. Prices are generally fixed at contract inception; therefore, the Company’s contracts do not contain a significant amount of variable consideration, however, we consider whether and to what extent subsequent concessions or payments may be granted to customers and whether the customer is expected to pay the contractual fees. In this judgment, we consider our history both with the respective customer and more broadly. Allocation of transaction price The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines standalone selling prices considering market conditions and based on overall pricing objectives such as observable standalone selling prices, and other factors. Where standalone selling prices for an offering are observable and reasonably consistent across customers (that is, not highly variable), our standalone selling price estimates are derived from our respective pricing history. We have established thresholds of pricing variability to determine whether the historical pricing of our goods and services is highly variable across customers. Where sales prices for an offering are not directly observable or highly variable across customers, judgment is required to estimate standalone selling prices. For renewable offerings with highly variable pricing across customers, our estimate considers the individual contract’s expected renewal price as far as this price is substantive based on our renewal history. Typically, our subscription offerings follow this approach. For our professional and other services, these estimations typically follow a cost-plus-margin approach. We review the standalone selling prices periodically or whenever facts and circumstances change, to ensure the most objective input parameters available are used. Recognition of Revenue Access to our XM Platform represents a series of distinct services as the Company continually provides access to and fulfills its obligation to the end customer over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. Accordingly, the fixed consideration related to subscription revenue is generally recognized on a straight-line basis over the contract term, beginning on the date that the service is made available to the customer. Revenue from professional services and other revenue related to research services is recognized upon completion because completion and delivery of the results is considered a separate performance obligation satisfied at a point in time. Revenue from professional services and other revenue related to customized software coding is recognized upon completion, because the customer consumes the intended benefit and assumes control upon final completion of the custom coding. Revenue from professional services and other revenue related to implementation and other ancillary services is recognized as the services are performed, because the customer consumes the benefit as the services are provided. Contract Balances |
Stock-Based Compensation, including cash settled | Equity Awards The Company records stock-based compensation based on the grant date fair value of the awards and recognizes the fair value of those awards as expense using the straight-line method over the requisite service period of the award. For restricted stock units that contain performance conditions, the Company recognizes expense using the accelerated attribution method if it is probable the performance conditions will be met. The Company estimates the grant date fair value of RSUs based on the closing stock price of the Company’s publicly traded Class A common stock on the grant date. The Company estimates the grant date fair value of purchase rights issued under our Employee Stock Purchase Plan, or ESPP, based on the Black-Scholes option-pricing model using the estimated number of awards as of the beginning of the offering periods. The Company estimated the fair value of the converted Clarabridge options based on the intrinsic value of the awards on the acquisition date. Cash Awards The Company measures and recognizes compensation expense for stock-based payment cash awards based on the fair value of the awards each quarter until settlement. The fair value of the awards are estimated based on the fair value of the underlying stock price of SAP SE. The fair value of stock-based compensation cash awards that vest solely on a service-based condition is recognized on a straight-line basis over the period during which services are provided in exchange for the award. Awards which contain both service-based and performance conditions are recognized using the accelerated attribution method once the performance condition is probable of occurring. All awards that were not exchanged into Qualtrics RSUs are paid out in cash upon vesting. The Company accounts for forfeitures as they occur; therefore, stock-based compensation expense has been calculated based on actual forfeitures in the Company’s consolidated statements of operations. |
Net Loss Per Share Attributable to Common Stockholders | Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Since the Company was in a net loss position for all periods presented, the inclusion of potentially dilutive shares would have been anti-dilutive. Accordingly, basic net loss per share and diluted net loss per share are the same. For purposes of calculating net loss per share, the Company uses the two-class method. Because both classes of common stock share the same rights in dividends, basic and diluted net loss per share was the same for both common stock classes. Due to the impact of the SAP Acquisition of Qualtrics, the Company’s capital structure for the years ended after the SAP Acquisition are not comparable to years prior to the SAP Acquisition. As a result, the presentation of net loss per share for the year ended prior to the transaction is not meaningful and only net loss per share for periods subsequent to the SAP Acquisition of Qualtrics are presented herein. |
Cost of Revenue | Cost of revenue includes expenses related to operating the Company’s cloud platform in data centers, depreciation of the Company’s data center equipment, the amortization of the Company’s capitalized internal-use software and acquired technology, and third-party vendor costs to fulfill contracts with customers. Cost of revenue also includes employee-related costs, including salaries, bonuses, equity and cash settled stock-based compensation expense, and employee benefit costs associated with the Company’s customer support, cloud operations, and delivery of professional services. Additionally, the Company makes allocations of certain overhead costs, primarily based on headcount. |
Advertising and Promotional Expense | Advertising and promotional expenses are expensed as incurred. |
Cash and cash equivalents | Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less from the date of purchase. The Company maintains cash and cash equivalents at financial institutions, which at times may not be federally insured or may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risks on such accounts. Cash and cash equivalents are recorded at cost, which approximates fair value. |
Accounts Receivable and Allowances | Accounts receivable are recorded at the invoiced amount, net of allowances. Accounts receivable are typically due within 30 days from the date of invoice. Customer balances outstanding longer than the contractual payment te rms are considered past due. The Company establishes allowances for bad debt and cancellations based on historical collection data and customer specific circumstances. The allowance for bad debt, as needed, is established with a charge to bad debt expense in the consolidated statements of comprehensive loss. The Company’s allowance for bad debt was $1.5 million and not material as of December 31, 2021 and 2020, respectively. Bad debt expense was $1.4 million in the year ended December 31, 2021 and not material in the years ended 2020 , and 2019. The Company’s allowance for cancellations was $17.5 million and $30.2 million as of December 31, 2021 and 2020, respectively. During 2021, $(2.4) million of net additions (reductions) was charged to revenue and $(10.3) million of net additions (reductions) was charged to deferred revenue. During 2020, $3.0 million of net additions (reductions) was charged to revenue and $15.2 million of net additions (reductions) was charged to deferred revenue. The allowance for cancellations is established with a reduction to revenue and deferred revenue. In the event of lack of payment due to a bankruptcy or other credit-related issues of a customer, the Company writes off the related accounts receivable with a reduction to the allowance for bad debt. In the event of lack of payment from a customer for issues unrelated to credit risk, the Company cancels the customer’s subscription access or service and writes off the corresponding accounts receivable with reductions to the allowance for cancellations. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, and accounts receivable. The Company performs credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. |
Deferred Contract Acquisition Costs, net | Deferred contract acquisition costs, net is stated at gross deferred contract acquisition costs less accumulated amortization. Sales commissions and related payroll taxes for initial software-as-a-service (SaaS) subscription contracts earned by the Company’s sales force are considered to be incremental and recoverable costs of obtaining a contract with a customer. As a result, these amounts have been capitalized as deferred contract acquisition costs on the consolidated balance sheets.Sales commissions for renewal contracts are not considered commensurate with the commissions paid for the acquisition of an initial SaaS subscription contract, given the substantive difference in commission rates in proportion to their respective contract values. After the conclusion of the initial contract period, commissions paid on subsequent renewals are commensurate year after year. As such, the Company expenses renewal commissions as incurred.Deferred contract acquisition costs are amortized over an estimated period of benefit of five years. The period of benefit was estimated by considering factors such as estimated average customer life, the rate of technological change in the subscription service, and the impact of competition in its industry. As the Company’s average customer life significantly exceeded the rate of change in its technology, the Company concluded that the rate of change in the technology underlying the Company’s subscription service was the most significant factor in determining the period of benefit for which the asset relates. In evaluating the rate of change in the technology, the Company considered the competition in the industry, its commitment to continuous innovation, and the frequency of product, platform, and technology updates. The Company determined that the impact of competition in the industry is reflected in the period of benefit through the rate of technological change. |
Property and Equipment, net | Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated asset lives. Routine maintenance and repairs are charged to expense when incurred. Expenditures that materially increase values, change capacities, or extend the useful lives of the respective assets are capitalized. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. |
Leases | he Company determines if an arrangement is a lease at inception, and leases are classified at commencement as either operating or finance leases. As of December 31, 2021 and 2020, the Company had no finance leases. Right-of-use (“ROU”) assets and lease liabilities are recognized at commencement based on the present value of the minimum lease payments over the lease term. Leases with a one-year term or less are not recognized on the balance sheet. Additionally, the Company has elected to combine non-lease components with lease components for the purposes of calculating the ROU asset and liabilities, to the extent they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease costs. The Company uses the incremental borrowing rate based on information available at the commencement date in determining the present value of future lease payments. The rate is an estimate of the collateralized borrowing rate the Company would incur on future lease payments over a similar term. The Company leases facilities under non-cancelable operating lease agreements. Certain of the operating lease agreements contain rent concessions and rent escalations which are included in the present value calculation of minimum lease payments. Topic 842 requires that operating leases recognize expense on a straight-line basis over the lease term. The lease term begins on the date the Company has the right to use the leased property. Lease terms may include options to extend or terminate the lease. These options are included in the ROU asset and lease liability when it is reasonably certain that the option will be exercised. The Company’s lease agreements do not contain residual value guarantees or covenants. |
Internal-use Software | The Company capitalizes certain development costs incurred in connection with its internal-use software. These capitalized costs are primarily related to the software platforms that are hosted by the Company and accessed by its customers on a subscription basis. Costs incurred in the preliminary stages of development are expensed as incurred as research and development costs. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life of 24 months. |
Business Combinations | The Company applies the acquisition method of accounting for those transactions that qualify as a business acquisition, resulting in recording assets and liabilities acquired at their respective fair values. Goodwill is determined based on the difference between the fair value of consideration paid and the fair value of the assets acquired and liabilities assumed. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain. For fair values that are preliminary due to the Company still being in the process of obtaining additional information, during the measurement periods, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statement of operations. |
Goodwill and Other Intangible Assets | The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company has determined that there is a single reporting unit for the purpose of goodwill impairment tests, which are performed annually on October 1st or more frequently if certain indicators are present. For purposes of assessing the impairment of goodwill, the Company annually estimates the fair value of the reporting unit and compares this amount to the carrying value of the reporting unit. If the Company determines that the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. There was no impairment of goodwill for the years ended December 31, 2021, 2020, and 2019. Other intangible assets, consisting of developed technology, customer relationships, tradenames, purchased license agreements, developed content, certifications and purchased patents, are stated at cost less accumulated amortization. All intangible assets have been determined to have definite lives and are amortized on a straight-line |
Income Taxes | Income taxes as presented in the consolidated financial statements of Qualtrics attribute current and deferred income taxes of SAP to the Company’s standalone financial statements in a manner that is systematic, rational and consistent with the asset and liability method prescribed by FASB ASC Topic 740: Income Taxes (“ASC 740”). Accordingly, the Company’s income tax provision was prepared following the separate return method prior to deconsolidation in October 2021 for U.S. federal income tax purposes, and the separate return method continues to apply for other jurisdictions where we file returns as part of a SAP Tax Group. The separate return method applies ASC 740 to the standalone financial statements of each member of the consolidated group as if the group members were a separate taxpayer and a standalone enterprise. As a result of deconsolidation for U.S. federal income tax purposes, we have updated our reported tax attributes in certain jurisdictions to reflect the tax attributes available for future use by the Qualtrics tax reporting entity that files returns separate from a SAP Tax Group. Certain operations of Qualtrics have historically been included in a consolidated return with other SAP entities. Current obligations for taxes in certain jurisdictions, where the Company files a consolidated tax return with SAP, are deemed settled with SAP for purposes of these consolidated financial statements. Current obligations for tax in jurisdictions where the Company does not file a consolidated return with SAP, including certain foreign and domestic jurisdictions, are recorded as accrued liabilities. Deferred income tax balances reflect the effects of temporary differences between the financial reporting and tax bases of the Company’s assets and liabilities using enacted tax rates expected to apply when taxes are actually paid or recovered. In addition, deferred tax assets are recorded for net operating loss (“NOL”) and credit carryforwards for Qualtrics International Inc. A valuation allowance is provided against deferred tax assets unless it is more likely than not that they will be realized based on all available positive and negative evidence. Such evidence includes, but is not limited to, recent cumulative earnings or losses, expectations of future taxable income by taxing jurisdiction, and the carry-forward periods available for the utilization of deferred tax assets. The Company uses a two-step approach to recognizing and measuring uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of pre-tax book income or loss. Significant judgment is required to evaluate uncertain tax positions. Although the Company believes that it has adequately reserved for its uncertain tax positions, it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company evaluates its uncertain tax positions on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit, and effective settlement of audit issues. |
Fair Value Measurement | The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions, and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. |
Warranty and Indemnifications | The Company includes service level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs related to such commitments. The Company’s contracts include provisions indemnifying customers against liabilities if its products infringe a third-party’s intellectual property rights. The Company has not incurred any costs as a result of such indemnification and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | In December 2019, the FASB issued ASU 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes. The new standard intended to simplify the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted the accounting requirements of the updated standard on January 1, 2021. The adoption of this standard did not have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses. The update requires measurement and recognition of expected credit losses for financial assets held at amortized cost, including accounts receivable. ASU 2016-13 was amended in November 2018 by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, and again in April 2019 by ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and in May 2019 by ASU 2019-05, Financial Instruments—Credit Losses (Topic 326): The Company adopted the accounting requirements of the standard on January 1, 2021 using a modified retrospective approach. The adoption of this standard did not have a material impact on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Revenue Included In Prior Period Deferred Revenue | The following table shows the amount of revenue included in prior period deferred revenue and revenue generated from same period billings for each of the Company’s revenue generating solutions: Year Ended December 31, in thousands 2021 2020 2019 Subscription revenue: Revenue included in prior period deferred revenue $ 463,609 $ 337,299 $ 233,811 Revenue generated from same period billings 407,096 238,098 196,227 Total subscription revenue $ 870,705 $ 575,397 $ 430,038 Professional services and other revenue: Revenue included in prior period deferred revenue $ 57,866 $ 39,253 $ 43,539 Revenue generated from same period billings 147,093 148,872 117,578 Total professional services and other revenue $ 204,959 $ 188,125 $ 161,117 |
Revenue from External Customers by Geographic Areas | The following table summarizes revenue by region based on the shipping address of customers: Year Ended December 31, in thousands 2021 2020 2019 United States $ 758,997 $ 552,221 $ 438,052 International 316,667 211,301 153,103 Total revenue $ 1,075,664 $ 763,522 $ 591,155 |
Property, Plant and Equipment | The estimated useful lives by asset classification are generally as follows: Computer equipment 3-5 years Furniture and fixtures 5-10 years Server equipment 5 years Vehicles 3 years Internal-use software 2 years Buildings 25 years Leasehold improvements Lesser of useful life or remaining lease term Property and equipment, net consisted of the following: As of December 31, in thousands 2021 2020 Internal-use software $ 29,047 $ 25,757 Server equipment 28,176 27,551 Leasehold improvements 80,301 28,377 Computer equipment 21,470 15,589 Land 13,383 2,501 Buildings 61,346 11,124 Furniture and fixtures 2,857 2,217 Software 3,252 222 Construction in progress 10,717 47,920 Total property and equipment $ 250,549 $ 161,258 Accumulated depreciation and amortization (58,222) (45,138) Property and equipment, net $ 192,327 $ 116,120 The Company recognized depreciation and amortization expense related to its property and equipment as follows: Year Ended December 31, in thousands 2021 2020 2019 Cost of revenue $ 20,946 $ 18,588 $ 14,654 Research and development 3,456 2,010 1,181 Sales and marketing 6,105 3,667 2,086 General and administrative 1,372 738 316 Total depreciation and amortization expense $ 31,879 $ 25,003 $ 18,237 |
Property and Equipment by Geographic Areas | The following table sets forth property and equipment by geographic area: As of December 31, in thousands 2021 2020 United States $ 168,145 $ 102,560 International 24,182 13,560 Total property and equipment, net $ 192,327 $ 116,120 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents consisted of the following: As of December 31, in thousands 2021 2020 Cash $ 123,906 $ 203,891 Money market mutual funds 890,605 — Total cash and cash equivalents $ 1,014,511 $ 203,891 |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes In The Fair Value Of The Tax Sharing Liability | The changes in the fair value of the tax sharing liability were as follows: in thousands Balance as of October 1, 2021 $ (85,000) Change in the fair value in other non-operating income (expense), net 13,500 Balance as of December 31, 2021 $ (71,500) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The estimated useful lives by asset classification are generally as follows: Computer equipment 3-5 years Furniture and fixtures 5-10 years Server equipment 5 years Vehicles 3 years Internal-use software 2 years Buildings 25 years Leasehold improvements Lesser of useful life or remaining lease term Property and equipment, net consisted of the following: As of December 31, in thousands 2021 2020 Internal-use software $ 29,047 $ 25,757 Server equipment 28,176 27,551 Leasehold improvements 80,301 28,377 Computer equipment 21,470 15,589 Land 13,383 2,501 Buildings 61,346 11,124 Furniture and fixtures 2,857 2,217 Software 3,252 222 Construction in progress 10,717 47,920 Total property and equipment $ 250,549 $ 161,258 Accumulated depreciation and amortization (58,222) (45,138) Property and equipment, net $ 192,327 $ 116,120 The Company recognized depreciation and amortization expense related to its property and equipment as follows: Year Ended December 31, in thousands 2021 2020 2019 Cost of revenue $ 20,946 $ 18,588 $ 14,654 Research and development 3,456 2,010 1,181 Sales and marketing 6,105 3,667 2,086 General and administrative 1,372 738 316 Total depreciation and amortization expense $ 31,879 $ 25,003 $ 18,237 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense were as follows: As of December 31, in thousands 2021 2020 Operating lease cost $ 23,077 $ 24,420 Variable and short-term lease cost 7,280 6,171 |
Assets And Liabilities, Lessee | Supplemental balance sheet information related to operating leases was as follows: As of December 31, in thousands 2021 2020 Operating lease right-of-use assets $ 227,320 $ 195,372 Operating lease liabilities, current 18,898 7,125 Operating lease liabilities, non-current 263,307 235,620 Total operating lease liabilities $ 282,205 $ 242,745 Other information related to leases was as follows: As of December 31, 2021 2020 Weighted average remaining lease term 11.9 years 11.8 years Weighted average discount rate 2.07 % 3.19 % |
Lessee, Operating Lease, Liability, Maturity | As of December 31, 2021, the maturities of lease liabilities under non-cancelable operating leases, net of lease incentives, was as follows (in thousands): Fiscal Period As of December 31, 2021 2022 22,321 2023 11,322 2024 25,032 2025 27,177 2026 27,402 Thereafter 207,804 Total minimum lease payments $ 321,058 Less: imputed interest (38,853) Total $ 282,205 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Net Assets Acquired | The acquisition date fair value of the consideration transferred for Clarabridge consisted of the following: in thousands Cash, net of cash acquired $ 81,189 Fair value of shares issued 1,059,354 Fair value of stock options assumed 127,139 Total $ 1,267,682 in thousands Usermind and SurveyVitals Developed technology $ 5,065 Customer relationships 8,705 Licenses and certifications 6,845 Tradenames 125 Goodwill 46,724 Other assets, net 1,086 Total assets acquired 68,550 Other liabilities, net (6,607) Total assets acquired, net $ 61,943 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The allocation of the purchase price is preliminary related to income tax balances as the Company is in the process of obtaining and analyzing additional supporting tax related information. Below is the allocation of the purchase price: in thousands Clarabridge Accounts receivable 18,538 Prepaid expenses and other assets 2,888 Property and equipment 6,414 Customer relationships 101,160 Developed technology 151,530 Tradenames 1,240 Goodwill 1,065,335 Total assets acquired 1,347,105 Accounts payable (2,724) Accrued liabilities (9,455) Deferred revenue (36,421) Deferred tax liabilities (26,466) Other liabilities (4,357) Total assets acquired, net $ 1,267,682 |
Schedule of Pro Forma Information | The following unaudited pro forma operating results give effect to the Clarabridge acquisition, as if it had been completed as of January 1, 2020. These pro forma amounts are not necessarily indicative of the operating results that would have occurred if the acquisition had occurred on such date. The pro forma adjustments are based on certain assumptions that the Company believes are reasonable including adjustments to revenue related to the fair value of deferred revenue, adjustments related to the amortization of acquired intangible assets, adjustments for stock-based compensation expense related the assumed and revested awards and awards issued in conjunction with the acquisition, and the tax impact of such adjustments. As of December 31, in thousands 2021 2020 Revenue $ 1,160,641 $ 835,147 Net loss (1,112,339) (362,274) |
Other Intangible Assets, Net (T
Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Other intangible assets, net consisted of the following: As of December 31, in thousands 2021 2020 Patents $ 751 $ 751 Developed technology 159,665 3,070 Customer relationships 111,965 2,100 Developed content 400 400 Tradename 1,915 550 Licenses and certifications 6,845 — License agreements 1,500 1,500 Total intangible assets $ 283,041 $ 8,371 Accumulated amortization (18,541) (4,412) Other intangible assets, net $ 264,500 $ 3,959 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense for intangible assets for the next five years consists of the following: As of December 31, in thousands 2021 2022 53,489 2023 51,154 2024 51,037 2025 50,086 2026 41,506 Thereafter 17,228 Total $ 264,500 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: As of December 31, in thousands 2021 2020 Accrued wages, bonuses and commissions $ 93,021 $ 76,842 Accrued payroll taxes 7,295 2,753 Share deposit liability (1) — 120,000 Other accrued expenses 44,037 22,037 Accrued income taxes 23,049 3,414 Total accrued liabilities $ 167,402 $ 225,046 (1) See Note 12 “Sale of Class A Common Stock” for further details |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense, including cash settled, for the years ended December 31, 2021, 2020, and 2019 was recorded as follows: Year Ended December 31, in thousands 2021 2020 2019 Cost of subscription revenue $ 12,148 $ 4,632 $ 24,136 Cost of professional services and other revenue 25,299 6,737 17,168 Research and development 128,779 68,355 130,809 Sales and marketing 136,532 37,877 115,581 General and administrative 754,382 106,412 588,532 Total stock-based compensation expense, including cash settled (1) $ 1,057,140 $ 224,013 $ 876,226 ______________ (1) As a result of the SAP Acquisition, our stock-based compensation expense reflects the recognition of both equity-classified awards and liability-classified awards. Liability-classified awards are settled in cash in accordance with SAP’s employee equity compensation programs and are recorded according to mark-to-market accounting. |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Changes in Outstanding Awards Under the Company’s Cash-Settled Plans in thousands Qualtrics Rights SAP RSU Plan Outstanding as of December 31, 2019 16,007 1,051 Granted — 873 Transferred in/out — 4 Settled/exercised (7,790) (324) Forfeited (699) (177) Outstanding as of December 31, 2020 7,518 1,427 Exchanged into Qualtrics Equity Awards (5,451) (1,309) Settled/exercised (1,780) (39) Forfeited (243) (31) Outstanding as of December 31, 2021 44 48 in thousands Qualtrics Rights SAP RSU Plan Total carrying amount of liabilities as of December 31, 2021 1,856 2,715 Total carrying amount of liabilities as of December 31, 2020 241,485 44,428 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following table sets forth the outstanding Qualtrics RSUs and related activity for the years ended December 31, 2021 and 2020: Number of RSUs (in thousands) Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2020 — $ — Exchanged from Qualtrics Rights and SAP RSU Awards 12,872 30.04 Granted 77,652 44.28 Vested (6,124) 31.14 Forfeited/Canceled (2,236) 41.28 Outstanding as of December 31, 2021 82,164 $ 43.11 |
Share-based Payment Arrangement, Option, Activity | The following table sets forth the outstanding common stock options and related activity for the year ended December 31, 2021: Number of Options (in thousands) Weighted-Average Exercise Price per Share Weighted-Average Remaining Term (years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2020 — $ — Assumed awards from Clarabridge Acquisition 3,204 4.52 Exercised (1,344) 4.22 Forfeited/Expired (5) 7.08 Outstanding as of December 31, 2021 1,855 $ 4.84 6.3 $ 56,684 Vested and exercisable at December 31, 2021 956 $ 4.43 6.1 $ 29,602 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | As a result, the presentation of net loss per share for the year ended prior to the transaction is not meaningful and only net loss per share for periods subsequent to the SAP acquisition of Qualtrics are presented herein. in thousands (except share amount) Year Ended December 31, Year Ended December 31, January 23rd through December 31, 2021 2020 2019 Numerator: Net loss attributable to common shareholder $ (1,059,146) $ (272,502) $ (743,010) Denominator: Weighted-average shares outstanding for basic loss per share 516,869,588 423,334,994 423,170,610 Basic loss per share $ (2.05) $ (0.64) $ (1.76) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for all periods presented: As of December 31, 2021 As of December 31, 2020 As of December 31, 2019 Qualtrics restricted stock units 82,163,894 — — Qualtrics options 1,854,965 — — Qualtrics employee stock purchase program 687,000 — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For the years ended December 31, 2021, 2020, and 2019, the Company’s (loss) from continuing operations before provision for income taxes was as follows: Year Ended December 31, in thousands 2021 2020 2019 Domestic $ (1,076,281) $ (297,724) $ (1,016,772) Foreign 29,100 41,699 22,138 Loss before income taxes $ (1,047,181) $ (256,025) $ (994,634) |
Schedule of Components of Income Tax Expense (Benefit) | The federal, state and foreign income tax provisions are summarized as follows: Year Ended December 31, in thousands 2021 2020 2019 Current taxes: Federal $ 19,886 $ — $ (127) State 515 166 175 Foreign 3,218 6,970 18,326 Total current taxes $ 23,619 $ 7,136 $ 18,374 Deferred taxes: Federal $ (12,582) $ — $ 127 State (1,829) — — Foreign 2,757 9,341 (5,502) Total deferred taxes (11,654) 9,341 (5,375) Total $ 11,965 $ 16,477 $ 12,999 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, in % 2021 2020 2019 Tax at U.S. statutory rates 21.0 % 21.0 % 21.0 % State tax, net of federal tax effect (3.8) 3.4 5.5 Foreign taxes (1.0) (3.2) (1.0) Items not deductible for tax (0.1) (0.3) (0.6) Equity compensation (13.4) (0.3) 8.4 Tax credits 1.2 6.7 3.1 Changes in valuation allowance (6.4) (27.6) (36.7) Changes in tax reserves 1.6 (5.0) (1.0) Other items, net (0.2) (1.1) — Effective income tax rate (1.1) % (6.4) % (1.3) % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets (liabilities) are as follows: As of December 31, in thousands 2021 2020 Deferred tax assets: Investment in partnership $ 203,480 $ 112,190 Tax credits 34,718 61,616 Charitable contribution carryovers 2 711 Stock compensation 8,088 9,031 Net operating loss carryovers 74,127 310,462 Lease liability 32,414 — Other 8,302 11,574 Gross deferred tax assets 361,131 505,584 Valuation allowance (262,919) (481,822) Net deferred tax assets 98,212 23,762 Deferred tax liabilities: Compensation accruals (17,785) (18,474) Intangible assets (71,125) — Leases - ROU asset (31,312) — Other (1,547) (11,166) Total net deferred tax liabilities $ (23,557) $ (5,878) |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the activity related to unrecognized tax benefits for the periods December 31, 2021 and 2020: As of December 31, in thousands 2021 2020 Beginning balance $ 28,130 $ 15,041 Additions for tax positions related to current year 9,852 13,089 Additions for tax positions related to prior year 1,032 — Reductions for tax positions related to prior year (26,162) — Cumulative translation adjustment $ (488) $ — Ending balance $ 12,364 $ 28,130 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - 2019 Merger and Capital Restructuring (Details) | Jan. 23, 2019shares |
Accounting Policies [Abstract] | |
Shares outstanding | 423,170,610 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - 2020 Stock Split and Capital Reorganization (Details) | Dec. 21, 2020 | Jan. 23, 2019shares |
Class of Stock [Line Items] | ||
Shares outstanding | 423,170,610 | |
Class B common stock | ||
Class of Stock [Line Items] | ||
Conversion ratio | 4,231,706 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Segments (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Professional Services and Other Revenue (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Contract assets, current | $ 18.1 | $ 9.6 |
Contract asset, noncurrent | 14 | 6.9 |
Deferred revenue | $ 33 | $ 33.8 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies - Revenue Included in Prior Period Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 1,075,664 | $ 763,522 | $ 591,155 |
Subscription | |||
Disaggregation of Revenue [Line Items] | |||
Revenue included in prior period deferred revenue | 463,609 | 337,299 | 233,811 |
Revenue generated from same period billings | 407,096 | 238,098 | 196,227 |
Total revenue | 870,705 | 575,397 | 430,038 |
Professional services and other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue included in prior period deferred revenue | 57,866 | 39,253 | 43,539 |
Revenue generated from same period billings | 147,093 | 148,872 | 117,578 |
Total revenue | $ 204,959 | $ 188,125 | $ 161,117 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Remaining Performance Obligation (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, amount | $ 1,732.8 | $ 1,144.4 | $ 642.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, amount | $ 1,011.8 | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 1,075,664 | $ 763,522 | $ 591,155 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 758,997 | 552,221 | 438,052 |
International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 316,667 | $ 211,301 | $ 153,103 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Advertising and Promotional (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Advertising and promotional expense | $ 5,700 | $ 4,600 | $ 3,200 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Accounts Receivable and Allowances (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Allowance for bad debt | $ 1.5 | $ 0 | |
Bad debt expense | 1.4 | 0 | $ 0 |
Allowance for cancellations | 17.5 | 30.2 | |
Deferred Revenue | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Allowances increase (decrease) | (10.3) | 15.2 | |
Revenue | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Allowances increase (decrease) | $ (2.4) | $ 3 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Deferred Contract Acquisition Costs, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Deferred contract acquisitions costs | $ (99,869) | $ (111,686) | $ (47,734) |
Amortization period of deferred contract acquisition costs (in years) | 5 years | ||
Amortization of deferred contract acquisition costs | $ 50,038 | 32,098 | 19,513 |
Impairment loss | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Impairment | $ 0 | $ 0 | $ 0 |
Property and equipment, net | 192,327,000 | 116,120,000 | |
United States | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 168,145,000 | 102,560,000 | |
International | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 24,182,000 | $ 13,560,000 | |
Server equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (in years) | 5 years | ||
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (in years) | 3 years | ||
Internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (in years) | 2 years | ||
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (in years) | 25 years | ||
Minimum | Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (in years) | 3 years | ||
Minimum | Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (in years) | 5 years | ||
Maximum | Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (in years) | 5 years | ||
Maximum | Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (in years) | 10 years |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Internal-use Software (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 13.5 | $ 12.5 | $ 11 |
Internal-use software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 24 months |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining amortization period (in years) | 5 years 4 months 24 days | ||
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining amortization period (in years) | 4 years 9 months 18 days | ||
Tradename | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining amortization period (in years) | 1 year 1 month 6 days | ||
Licenses and certifications | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 5 years | ||
Remaining amortization period (in years) | 4 years 10 months 24 days | ||
License agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 4 years | ||
Remaining amortization period (in years) | 3 months 18 days | ||
Developed content | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 4 years | ||
Remaining amortization period (in years) | 9 months 18 days | ||
Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining amortization period (in years) | 6 years 9 months 18 days | ||
Minimum | Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 1 year | ||
Minimum | Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 1 year | ||
Minimum | Tradename | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 1 year | ||
Minimum | Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 9 years | ||
Maximum | Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 6 years | ||
Maximum | Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 9 years | ||
Maximum | Tradename | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 5 years | ||
Maximum | Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 16 years |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Cash | $ 123,906 | $ 203,891 |
Money market mutual funds | 890,605 | 0 |
Total cash and cash equivalents | $ 1,014,511 | $ 203,891 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Related party transaction, tax sharing payments, fair value | $ 71.5 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ (85,000) |
Change in the fair value in other non-operating income (expense), net | 13,500 |
Ending balance | $ (71,500) |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 250,549 | $ 161,258 |
Accumulated depreciation and amortization | (58,222) | (45,138) |
Property and equipment, net | 192,327 | 116,120 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 29,047 | 25,757 |
Server equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 28,176 | 27,551 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 80,301 | 28,377 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 21,470 | 15,589 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 13,383 | 2,501 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 61,346 | 11,124 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,857 | 2,217 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,252 | 222 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 10,717 | $ 47,920 |
Property and Equipment, Net -_2
Property and Equipment, Net - Schedule of Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation and amortization | $ 31,879 | $ 25,003 | $ 18,237 |
Cost of revenue | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation and amortization | 20,946 | 18,588 | 14,654 |
Research and development | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation and amortization | 3,456 | 2,010 | 1,181 |
Sales and marketing | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation and amortization | 6,105 | 3,667 | 2,086 |
General and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation and amortization | $ 1,372 | $ 738 | $ 316 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | |
Option to extend, term (in years) | 10 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term (in years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term (in years) | 14 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 23,077 | $ 24,420 |
Variable and short-term lease cost | $ 7,280 | $ 6,171 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 227,320 | $ 195,372 |
Operating lease liabilities, current | 18,898 | 7,125 |
Operating lease liabilities, non-current | 263,307 | 235,620 |
Total operating lease liabilities | $ 282,205 | $ 242,745 |
Leases - Other Information (Det
Leases - Other Information (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted average remaining lease term (in years) | 11 years 10 months 24 days | 11 years 9 months 18 days |
Weighted average discount rate | 2.07% | 3.19% |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturity Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 | $ 22,321 | |
2023 | 11,322 | |
2024 | 25,032 | |
2025 | 27,177 | |
2026 | 27,402 | |
Thereafter | 207,804 | |
Total minimum lease payments | 321,058 | |
Less: imputed interest | (38,853) | |
Operating lease liability | $ 282,205 | $ 242,745 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 01, 2021 | Dec. 31, 2021 |
Clarabridge, Inc. | ||
Business Acquisition [Line Items] | ||
Acquired shares effectiveness period (in months) | 12 months | |
Purchase price | $ 1,267,682 | |
Business acquisition, share price (in dollars per share) | $ 43.88 | |
Acquisition related costs | $ 12,400 | |
Shares issued upon acquisition (in shares) | 24,142,065 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 1,267,682 | |
Clarabridge, Inc. | Class A common stock | ||
Business Acquisition [Line Items] | ||
Shares converted to stock options | 3,203,885 | |
Usermind and Survey Vitals | ||
Business Acquisition [Line Items] | ||
Acquisition related costs | 2,100 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 61,943 |
Business Combinations - Acquisi
Business Combinations - Acquisition date fair value of the consideration transferred (Details) - USD ($) $ in Thousands | Oct. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Cash, net of cash acquired | $ 141,792 | $ 0 | $ 0 | |
Clarabridge, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash, net of cash acquired | $ 81,189 | |||
Purchase price | 1,267,682 | |||
Clarabridge, Inc. | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Fair value of stock options assumed | 1,059,354 | |||
Clarabridge, Inc. | Options | ||||
Business Acquisition [Line Items] | ||||
Fair value of stock options assumed | $ 127,139 |
Business Combinations - Schedul
Business Combinations - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 01, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,118,768 | $ 6,709 | |
Clarabridge, Inc. | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 18,538 | ||
Prepaid expenses and other assets | 2,888 | ||
Property and equipment | 6,414 | ||
Goodwill | 1,065,335 | ||
Total assets acquired | 1,347,105 | ||
Accounts payable | (2,724) | ||
Accrued liabilities | (9,455) | ||
Deferred revenue | (36,421) | ||
Deferred tax liabilities | (26,466) | ||
Other liabilities | (4,357) | ||
Total assets acquired, net | 1,267,682 | ||
Clarabridge, Inc. | Developed technology | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | 101,160 | ||
Clarabridge, Inc. | Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | 151,530 | ||
Clarabridge, Inc. | Tradename | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | $ 1,240 |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - Clarabridge, Inc. - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 1,160,641 | $ 835,147 |
Net loss | $ (1,112,339) | $ (362,274) |
Business Combinations - Allocat
Business Combinations - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,118,768 | $ 6,709 |
Usermind and Survey Vitals | ||
Business Acquisition [Line Items] | ||
Goodwill | 46,724 | |
Other assets, net | 1,086 | |
Total assets acquired | 68,550 | |
Other liabilities, net | (6,607) | |
Total assets acquired, net | 61,943 | |
Usermind and Survey Vitals | Developed technology | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets | 5,065 | |
Usermind and Survey Vitals | Customer relationships | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets | 8,705 | |
Usermind and Survey Vitals | Licenses and certifications | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets | 6,845 | |
Usermind and Survey Vitals | Tradename | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets | $ 125 |
Other Intangible Assets, Net -
Other Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 283,041 | $ 8,371 |
Accumulated amortization | (18,541) | (4,412) |
Total | 264,500 | 3,959 |
Patents | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 751 | 751 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 159,665 | 3,070 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 111,965 | 2,100 |
Developed content | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 400 | 400 |
Tradename | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,915 | 550 |
Licenses and certifications | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 6,845 | 0 |
License agreements | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 1,500 | $ 1,500 |
Other Intangible Assets, Net _2
Other Intangible Assets, Net - Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 53,489 | |
2023 | 51,154 | |
2024 | 51,037 | |
2025 | 50,086 | |
2026 | 41,506 | |
Thereafter | 17,228 | |
Total | $ 264,500 | $ 3,959 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued wages, bonuses and commissions | $ 93,021 | $ 76,842 |
Accrued payroll taxes | 7,295 | 2,753 |
Share deposit liability | 0 | 120,000 |
Other accrued expenses | 44,037 | 22,037 |
Accrued income taxes | 23,049 | 3,414 |
Total accrued liabilities | $ 167,402 | $ 225,046 |
Promissory Notes (Details)
Promissory Notes (Details) $ in Thousands | Nov. 09, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 01, 2021USD ($) | Jan. 31, 2021USD ($)promissoryNote |
Debt Instrument [Line Items] | ||||||
Repayment of promissory note | $ 2,392,280 | $ 0 | ||||
Promissory Note Due to SAP | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Note payable issued for dividend declared | $ 2,392,000 | |||||
Number of promissory notes issued | promissoryNote | 2 | |||||
Promissory Note 1 Due to SAP | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 1,892,000 | |||||
Interest rate | 0.14% | |||||
Promissory Note 2 Due to SAP | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 500,000 | |||||
Interest rate | 1.35% | |||||
Repayment of promissory note | $ 500,000 | |||||
Payment of accrued interest | $ 5,300 |
Common Stock (Details)
Common Stock (Details) $ / shares in Units, $ in Millions | Nov. 09, 2021USD ($)$ / sharesshares | Feb. 01, 2021USD ($)$ / sharesshares | Dec. 23, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2021directorvote |
Class of Stock [Line Items] | |||||
Number of elected board of directors | director | 1 | ||||
Promissory Note 2 Due to SAP | Loans Payable | |||||
Class of Stock [Line Items] | |||||
Repayments of debt | $ 505.3 | ||||
Class A common stock | |||||
Class of Stock [Line Items] | |||||
Votes per share | vote | 1 | ||||
Class A common stock | Private Placement | Q II | |||||
Class of Stock [Line Items] | |||||
Number of shares issued in transaction | shares | 6,000,000 | ||||
Common stock, par value (in USD per share) | $ / shares | $ 20 | ||||
Redemption period (in days) | 60 days | ||||
Common stock, shares issued | $ 120 | ||||
Class A common stock | Private Placement | Silver Lake Partners | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued | $ 550 | ||||
Class A common stock | Private Placement | Silver Lake Partners | $21.64 | |||||
Class of Stock [Line Items] | |||||
Number of shares issued in transaction | shares | 15,018,484 | ||||
Common stock, par value (in USD per share) | $ / shares | $ 21.64 | ||||
Class A common stock | Private Placement | Silver Lake Partners | $30 | |||||
Class of Stock [Line Items] | |||||
Common stock, par value (in USD per share) | $ / shares | $ 30 | ||||
Common stock, shares issued | $ 225 | ||||
Class A common stock | IPO | |||||
Class of Stock [Line Items] | |||||
Number of shares issued in transaction | shares | 27,380,952 | 59,449,903 | |||
Common stock, par value (in USD per share) | $ / shares | $ 42 | $ 30 | |||
Common stock, shares issued | $ 1,114.6 | $ 1,688 | |||
Class B common stock | |||||
Class of Stock [Line Items] | |||||
Votes per share | vote | 10 | ||||
Conversion threshold | 20.00% |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense, including cash settled | [1] | $ 1,057,140 | $ 224,013 | $ 876,226 |
Cost of revenue | Subscription | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense, including cash settled | 12,148 | 4,632 | 24,136 | |
Cost of revenue | Professional services and other | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense, including cash settled | 25,299 | 6,737 | 17,168 | |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense, including cash settled | 128,779 | 68,355 | 130,809 | |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense, including cash settled | 136,532 | 37,877 | 115,581 | |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense, including cash settled | $ 754,382 | $ 106,412 | $ 588,532 | |
[1] | As a result of the SAP Acquisition, our stock-based compensation expense reflects the recognition of both equity-classified awards and liability-classified awards. Liability-classified awards are settled in cash in accordance with SAP’s employee equity compensation programs. Our stock-based compensation expense for the year ended December 31, 2021, 2020, and 2019 consisted of $1,057.1 million, $224.0 million, and $876.2 million of liability-classified and equity-classified awards. During the year ended December 31, 2021, 2020, and 2019 awards of $79.4 million, $388.6 million, and $312.8 million were settled in cash. Liability-classified awards are recorded according to mark-to-market accounting. |
Stock-based Compensation - Cash
Stock-based Compensation - Cash Awards (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||||||||
Dec. 31, 2021€ / shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020€ / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019€ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018$ / shares | Dec. 31, 2018$ / shares€ / shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Qualtrics Rights | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vested shares (less than) (in shares) | 1,780,000 | 7,790,000 | 7,800,000 | |||||||
Cash used to settle awards | $ | $ 74.3 | $ 337 | $ 311 | |||||||
Unrecognized stock-based compensation expense | $ | $ 0.2 | $ 69 | ||||||||
Period for recognition (in years) | 1 year | 3 years | ||||||||
Shares outstanding (in shares) | 16,007,000 | 16,007,000 | 44,000 | 7,518,000 | ||||||
Shares outstanding, weighted average remaining contractual term (in years) | 4 months 24 days | 1 year 6 months | ||||||||
Shares outstanding, weighted average exercise price (in Euros per share) | € / shares | € 105.10 | € 113.34 | € 106.15 | |||||||
Qualtrics Rights | 2018 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Trading day period exchange ratio | 5 days | 5 days | ||||||||
Weighted average share price, exchange ratio | (per share) | $ 103.75 | € 91.28 | ||||||||
Exchange ratio | 0.3373 | 0.3373 | ||||||||
Shares outstanding (in shares) | 100,000 | 2,000,000 | ||||||||
Shares outstanding, weighted average exercise price (in Euros per share) | $ / shares | $ 35 | € 35 | $ 35 | $ 35 | ||||||
Qualtrics Rights | Prior To 2018 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares outstanding (in shares) | 100,000 | 5,500,000 | ||||||||
Shares outstanding, weighted average exercise price (in Euros per share) | € / shares | € 124.90 | € 107.22 | ||||||||
Qualtrics Rights | 2018 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares outstanding, weighted average exercise price (in Euros per share) | $ / shares | $ 35 | |||||||||
SAP RSU Plan | Restricted Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Cash used to settle awards | $ | $ 5.1 | $ 44 | $ 0 | |||||||
Unrecognized stock-based compensation expense | $ | $ 4.2 | $ 143 | ||||||||
Period for recognition (in years) | 2 years | 2 years | ||||||||
Service period | 3 years | |||||||||
Vested (less than) (in shares) | 100,000 | 300,000 | 0 | |||||||
SAP RSU Plan | Restricted Stock Units | Cliff Vesting Period | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period (in years) | 1 year |
Stock-based Compensation - Chan
Stock-based Compensation - Changes in Outstanding Awards Under The Company's Cash-Settled Plan (Details) - USD ($) $ in Thousands | Sep. 13, 2021 | Jan. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Qualtrics Rights | |||||
Qualtrics Rights | |||||
Outstanding, beginning balance (in shares) | 7,518,000 | 16,007,000 | |||
Granted (in shares) | 0 | ||||
Transferred in/out (in shares) | 0 | ||||
Exchanged into Qualtrics Equity Awards (in shares) | (100,000) | (5,400,000) | (5,451,000) | ||
Settled/exercised (in shares) | (1,780,000) | (7,790,000) | (7,800,000) | ||
Forfeited (in shares) | (243,000) | (699,000) | |||
Outstanding, ending balance (in shares) | 44,000 | 7,518,000 | 16,007,000 | ||
SAP RSU Plan | |||||
Carrying amount of liabilities | $ 1,856 | $ 241,485 | |||
SAP RSU Plan | Restricted Stock Units | |||||
SAP RSU Plan | |||||
Outstanding, beginning balance (in shares) | 1,427,000 | 1,051,000 | |||
Granted (in shares) | 873,000 | ||||
Other (in shares) | 4,000 | ||||
Exchanged into Qualtrics Equity Awards (in shares) | (100,000) | (1,300,000) | (1,309,000) | ||
Settled/exercised (in shares) | (39,000) | (324,000) | |||
Forfeited (in shares) | (31,000) | (177,000) | |||
Outstanding, ending balance (in shares) | 48,000 | 1,427,000 | 1,051,000 | ||
Carrying amount of liabilities | $ 2,715 | $ 44,428 |
Stock-based Compensation - Equi
Stock-based Compensation - Equity Awards (Details) $ in Thousands | Sep. 13, 2021shares | Jan. 28, 2021installmentshares | Nov. 30, 2021shares | Jan. 31, 2021USD ($)shares | Jul. 31, 2019EUR (€) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Aug. 19, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense, including cash settled | $ | [1] | $ 1,057,140 | $ 224,013 | $ 876,226 | ||||||
Qualtrics Rights and SAP RSU Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of outstanding stock | 0.93 | |||||||||
Qualtrics Rights | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exchanged into Qualtrics Equity Awards (in shares) | 100,000 | 5,400,000 | 5,451,000 | |||||||
Unrecognized stock-based compensation expense | $ | $ 200 | $ 69,000 | ||||||||
Period for recognition (in years) | 1 year | 3 years | ||||||||
Qualtrics Employee Omnibus Equity Plan | Class A common stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved for future issuance (in shares) | 89,800,000 | |||||||||
Number of shares remaining to be issued (in shares) | 3,000,000 | |||||||||
2021 Qualtrics International Inc. Inducement Equity Plan | Class A common stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved for future issuance (in shares) | 3,400,000 | |||||||||
Number of shares remaining to be issued (in shares) | 3,000,000 | |||||||||
Restricted Stock Units | SAP RSU Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exchanged into Qualtrics Equity Awards (in shares) | 100,000 | 1,300,000 | 1,309,000 | |||||||
Granted (in shares) | 873,000 | |||||||||
Unrecognized stock-based compensation expense | $ | $ 4,200 | $ 143,000 | ||||||||
Period for recognition (in years) | 2 years | 2 years | ||||||||
Restricted Stock Units | Qualtrics RSU Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exchanged from Qualtrics Rights and SAP RSU Awards (in shares) | 12,800,000 | 12,872,000 | ||||||||
Shares authorized (in shares) | 2,227,679 | 61,400,000 | ||||||||
RSU awards (in shares) | 82,164,000 | 0 | ||||||||
Award vesting rights percentage | 25.00% | |||||||||
Unrecognized stock-based compensation expense | $ | $ 2,508,400 | |||||||||
Period for recognition (in years) | 2 years 10 months 24 days | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ | $ 222,700 | |||||||||
Restricted Stock Units | Qualtrics RSU Plan | Time based vesting | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
RSU awards (in shares) | 44,200,000 | |||||||||
Award vesting rights percentage | 25.00% | |||||||||
Restricted Stock Units | Qualtrics RSU Plan | Performance vesting | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
RSU awards (in shares) | 17,200,000 | |||||||||
Award vesting rights percentage | 100.00% | |||||||||
Number of installments per year | installment | 4 | |||||||||
Restricted Stock Units | Salary Adjustment Program | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period (in years) | 4 years | |||||||||
Granted (in shares) | 2,500,000 | |||||||||
Employee Stock | Own SAP Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Employer matching contribution percentage | 0.40 | |||||||||
Subsidy equivalent per month (in Euros) | € | € 20 | |||||||||
Shares purchased under plan (in shares) | 17,440 | 185,709 | 53,293 | |||||||
Stock-based compensation expense, including cash settled | $ | $ 700 | $ 7,200 | $ 2,000 | |||||||
Employee Stock | Qualtrics Employee Stock Purchase Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense, including cash settled | $ | $ 16,400 | |||||||||
Minimum contribution percentage (per period) | 1.00% | |||||||||
Maximum contribution percentage (per period) | 20.00% | |||||||||
Purchase price of common stock, percent of market price | 85.00% | |||||||||
Maximum value of shares per employee | $ | $ 15 | |||||||||
Maximum contribution | $ | $ 25 | |||||||||
Employee Stock | Qualtrics Employee Stock Purchase Plan | Class A and B Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Annual increase in available shares (as a percentage) | 0.01 | |||||||||
Employee Stock | Qualtrics Employee Stock Purchase Plan | Class A common stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved for future issuance (in shares) | 12,000,000 | |||||||||
Number of shares remaining to be issued (in shares) | 11,400,000 | |||||||||
Shares authorized (in shares) | 12,000,000 | |||||||||
Annual increase in available shares (as a percentage) | 0.02 | |||||||||
Qualtrics options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Period for recognition (in years) | 2 years 6 months | |||||||||
Qualtrics options | Maximum | Clarabridge, Inc. | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period (in years) | 3 years | |||||||||
[1] | As a result of the SAP Acquisition, our stock-based compensation expense reflects the recognition of both equity-classified awards and liability-classified awards. Liability-classified awards are settled in cash in accordance with SAP’s employee equity compensation programs. Our stock-based compensation expense for the year ended December 31, 2021, 2020, and 2019 consisted of $1,057.1 million, $224.0 million, and $876.2 million of liability-classified and equity-classified awards. During the year ended December 31, 2021, 2020, and 2019 awards of $79.4 million, $388.6 million, and $312.8 million were settled in cash. Liability-classified awards are recorded according to mark-to-market accounting. |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Units and Related Activity (Details) - Restricted Stock Units - Qualtrics RSU Plan - $ / shares | Jan. 28, 2021 | Dec. 31, 2021 |
Number of Shares | ||
Outstanding, beginning balance (in shares) | 0 | |
Exchanged from Qualtrics Rights and SAP RSU Awards (in shares) | 12,800,000 | 12,872,000 |
Granted (in shares) | 77,652,000 | |
Vested (in shares) | (6,124,000) | |
Forfeited/ Canceled (in shares) | (2,236,000) | |
Outstanding, ending balance (in shares) | 82,164,000 | |
Weighted-Average Grant Date Fair Value | ||
Outstanding, beginning balance (in USD per share) | $ 0 | |
Exchanged from Qualtrics Rights and SAP RSU Awards (in USD per share) | 30.04 | |
Granted (in USD per share) | 44.28 | |
Vested (in USD per share) | 31.14 | |
Forfeited/Canceled (in USD per share) | 41.28 | |
Outstanding, ending balance (in USD per share) | $ 43.11 |
Stock-based Compensation - Outs
Stock-based Compensation - Outstanding common stock options and related activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning balance (in shares) | shares | 0 |
Assumed awards from Clarabridge Acquisition (in shares) | shares | 3,204,000 |
Exercised (in shares) | shares | (1,344,000) |
Forfeited/Expired (in shares) | shares | (5,000) |
Ending balance (in shares) | shares | 1,855,000 |
Vested and exercisable (in shares) | shares | 956,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Outstanding, weighted average exercise price, beginning balance (in dollars per share) | $ / shares | $ 0 |
Assumed awards from Clarabridge Acquisition (in dollars per share) | $ / shares | 4.52 |
Exercised (in dollars per share) | $ / shares | 4.22 |
Forfeited/Expired (in dollars per share) | $ / shares | 7.08 |
Outstanding, weighted average exercise price, ending balance (in dollars per share) | $ / shares | 4.84 |
Vested and exercisable (in dollars per share) | $ / shares | $ 4.43 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Outstanding, weighted average remaining contractual term (in years) | 6 years 3 months 18 days |
Vested and exercisable, weighted average remaining contractual term (in years) | 6 years 1 month 6 days |
Options, outstanding, aggregate intrinsic value | $ | $ 56,684 |
Vested and exercisable, options, aggregate intrinsic value | $ | 29,602 |
Aggregate intrinsic value of options exercised | $ | 51,200 |
Option, unrecognized stock-based compensation expense | $ | $ 20,900 |
Qualtrics options | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Period for recognition (in years) | 2 years 6 months |
Stock-based Compensation - Sale
Stock-based Compensation - Sale of Class A Common Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense, including cash settled | [1] | $ 1,057,140 | $ 224,013 | $ 876,226 |
Q II | Class A common stock | Private Placement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares issued in transaction | 6,000,000 | |||
Stock-based compensation expense, including cash settled | $ 20,900 | |||
[1] | As a result of the SAP Acquisition, our stock-based compensation expense reflects the recognition of both equity-classified awards and liability-classified awards. Liability-classified awards are settled in cash in accordance with SAP’s employee equity compensation programs. Our stock-based compensation expense for the year ended December 31, 2021, 2020, and 2019 consisted of $1,057.1 million, $224.0 million, and $876.2 million of liability-classified and equity-classified awards. During the year ended December 31, 2021, 2020, and 2019 awards of $79.4 million, $388.6 million, and $312.8 million were settled in cash. Liability-classified awards are recorded according to mark-to-market accounting. |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Calculation of Basic Net Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss attributable to common shareholder | $ (743,010) | $ (1,059,146) | $ (272,502) |
Denominator: | |||
Weighted-average shares outstanding for basic loss per share (in shares) | 423,170,610 | 516,869,588 | 423,334,994 |
Basic loss per share (in USD per share) | $ (1.76) | $ (2.05) | $ (0.64) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Weighted-average Impact of Potentially Dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 82,163,894 | 0 | 0 |
Qualtrics options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,854,965 | 0 | 0 |
Employee Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 687,000 | 0 | 0 |
Income Taxes - Income (Loss) fr
Income Taxes - Income (Loss) from Continuing Operations Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (1,076,281) | $ (297,724) | $ (1,016,772) |
Foreign | 29,100 | 41,699 | 22,138 |
Loss before income taxes | $ (1,047,181) | $ (256,025) | $ (994,634) |
Income Taxes - Tax Provisions (
Income Taxes - Tax Provisions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current taxes: | |||
Federal | $ 19,886 | $ 0 | $ (127) |
State | 515 | 166 | 175 |
Foreign | 3,218 | 6,970 | 18,326 |
Total current taxes | 23,619 | 7,136 | 18,374 |
Deferred taxes: | |||
Federal | (12,582) | 0 | 127 |
State | (1,829) | 0 | 0 |
Foreign | 2,757 | 9,341 | (5,502) |
Total deferred taxes | (11,654) | 9,341 | (5,375) |
Provision for income taxes | $ 11,965 | $ 16,477 | $ 12,999 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax at U.S. statutory rates | 21.00% | 21.00% | 21.00% |
State tax, net of federal tax effect | (3.80%) | 3.40% | 5.50% |
Foreign taxes | (1.00%) | (3.20%) | (1.00%) |
Items not deductible for tax | (0.10%) | (0.30%) | (0.60%) |
Equity compensation | (13.40%) | (0.30%) | 8.40% |
Tax credits | 1.20% | 6.70% | 3.10% |
Changes in valuation allowance | (6.40%) | (27.60%) | (36.70%) |
Changes in tax reserves | 1.60% | (5.00%) | (1.00%) |
Other items, net | (0.20%) | (1.10%) | 0.00% |
Effective income tax rate | (1.10%) | (6.40%) | (1.30%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Investment in partnership | $ 203,480 | $ 112,190 |
Tax credits | 34,718 | 61,616 |
Charitable contribution carryovers | 2 | 711 |
Stock compensation | 8,088 | 9,031 |
Net operating loss carryovers | 74,127 | 310,462 |
Lease liability | 32,414 | 0 |
Other | 8,302 | 11,574 |
Gross deferred tax assets | 361,131 | 505,584 |
Valuation allowance | (262,919) | (481,822) |
Net deferred tax assets | 98,212 | 23,762 |
Deferred tax liabilities: | ||
Compensation accruals | (17,785) | (18,474) |
Intangible assets | (71,125) | 0 |
Leases - ROU asset | (31,312) | 0 |
Other | (1,547) | (11,166) |
Total net deferred tax liabilities | $ (23,557) | $ (5,878) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance for deferred tax assets | $ 262,919 | $ 481,822 | |
Valuation allowance decrease | 218,900 | ||
Undistributed earnings of foreign subsidiaries | 85,000 | ||
Unrecognized tax benefits | 12,364 | 28,130 | $ 15,041 |
Unrecognized tax benefits that would impact effective tax rate | 10,000 | 14,300 | |
Unrecognized tax benefits, penalties and interest expense | (1,100) | 1,500 | $ 100 |
Unrecognized tax benefits, penalties and interest accrued | 200 | 2,400 | |
Tax Year Expiring In 2041, And 2028 And 2035 | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | 4,000 | ||
Deferred Income Tax Asset | |||
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax benefits | 2,400 | 13,800 | |
Noncurrent Liabilities | |||
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax benefits | 10,000 | $ 14,300 | |
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 197,800 | ||
Tax credit carryforward | 1,000 | ||
Domestic Tax Authority | Tax Year Between 2033 and 2037 | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 92,400 | ||
Domestic Tax Authority | Tax Year To Be Carried Forward Indefinitely | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 105,300 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 592,200 | ||
State and Local Jurisdiction | Tax Year To Be Carried Forward Indefinitely | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 182,100 | ||
State and Local Jurisdiction | Tax Years Between 2023 And 2040 | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 410,100 | ||
Foreign Tax Authority | Her Majesty's Revenue and Customs (HMRC) | |||
Operating Loss Carryforwards [Line Items] | |||
Uncertain tax liability | (11,000) | ||
Foreign Tax Authority | Federal Ministry of Finance, Germany | |||
Operating Loss Carryforwards [Line Items] | |||
Uncertain tax liability | 6,500 | ||
Foreign Tax Authority | Tax Year Will Expire Beginning In 2040 | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 2,800 | ||
Foreign Tax Authority | Tax Years Expiring Between 2024 And 2030 | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | $ 15,200 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 28,130 | $ 15,041 |
Additions for tax positions related to current year | 9,852 | 13,089 |
Additions for tax positions related to prior year | 1,032 | 0 |
Reductions for tax positions related to prior year | (26,162) | 0 |
Cumulative translation adjustment | (488) | 0 |
Ending balance | $ 12,364 | $ 28,130 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | Nov. 09, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 01, 2021USD ($) | Jan. 31, 2021USD ($)promissoryNote |
Related Party Transaction [Line Items] | ||||||
Related party transaction, tax sharing payments, total amount | $ 88,500 | |||||
Related party transaction, tax sharing payments, tax provision | 17,000 | |||||
Related party transaction, tax sharing payments, fair value | 71,500 | |||||
Repayment of promissory note | 2,392,280 | $ 0 | ||||
Promissory Note Due to SAP | Loans Payable | ||||||
Related Party Transaction [Line Items] | ||||||
Note payable issued for dividend declared | $ 2,392,000 | |||||
Number of promissory notes issued | promissoryNote | 2 | |||||
Promissory Note 1 Due to SAP | Loans Payable | ||||||
Related Party Transaction [Line Items] | ||||||
Principal amount | $ 1,892,000 | |||||
Interest rate | 0.14% | |||||
Promissory Note 2 Due to SAP | Loans Payable | ||||||
Related Party Transaction [Line Items] | ||||||
Principal amount | $ 500,000 | |||||
Interest rate | 1.35% | |||||
Repayment of promissory note | $ 500,000 | |||||
Payment of accrued interest | $ 5,300 | |||||
Principal Owner | SAP SE | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related parties | 26,400 | 11,800 | 2,400 | |||
Related party costs | 56,800 | 38,400 | $ 34,100 | |||
Due from related parties | 42,000 | 200 | ||||
Due to related parties | 13,300 | $ 13,600 | ||||
Executive Officer | Utah Jazz | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, selling, general, and administrative expenses | $ 5,100 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) | 12 Months Ended | 18 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | |
Retirement Benefits [Abstract] | ||||
Employee minimum age | 18 years | |||
Employee minimum service period | 90 years | |||
Maximum annual contributions per employee, percent | 25.00% | 90.00% | ||
Employer matching contribution, percent of employees' compensation | 4.50% | 3.00% | ||
Maximum employer contribution | $ 13,050 | $ 12,825 | ||
Plan partial vesting period (in years) | 2 years | |||
Plan vesting period (in years) | 3 years | |||
Contribution costs | $ 21,300,000 | $ 16,700,000 | $ 8,200,000 |