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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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| | | | | |
x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended June 30, 2024
| | | | | |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number 001-35662
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QUALYS, INC.
(Exact name of registrant as specified in its charter)
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| | | | | | | | |
Delaware | | 77-0534145 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
919 E. Hillsdale Boulevard, 4th Floor, Foster City, California 94404
(Address of principal executive offices, including zip code)
(650) 801-6100
(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, $0.001 par value per share | | QLYS | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
Large accelerated filer | x | | Accelerated filer | o |
Non-accelerated filer | o | | Smaller reporting company | o |
| | | Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares of the registrant's common stock outstanding as of July 26, 2024 was 36,811,018.
Qualys, Inc.
TABLE OF CONTENTS
RISK FACTOR SUMMARY
Our business is subject to significant risks and uncertainties that make an investment in us speculative and risky. Below we summarize what we believe are the principal risk factors but these risks are not the only ones we face, and you should carefully review and consider the full discussion of our risk factors in the section titled “Risk Factors,” together with the other information in this Quarterly Report on Form 10-Q. If any of the following risks actually occurs (or if any of those listed elsewhere in this Quarterly Report on Form 10-Q occur), our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.
•Our quarterly and annual operating results may vary from period to period, which could result in our failure to meet expectations with respect to operating results and cause the trading price of our stock to decline.
•If we do not successfully anticipate market needs and opportunities or are unable to enhance our solutions and develop new solutions that meet those needs and opportunities on a timely or cost-effective basis, we may not be able to compete effectively and our business and financial condition may be harmed.
•If we fail to continue to effectively scale and adapt our platform to meet the performance and other requirements of our customers, our operating results and our business would be harmed.
•If we are unable to renew existing subscriptions for our IT, security and compliance solutions, sell additional subscriptions for our solutions and attract new customers, our operating results would be harmed.
•Our current research and development efforts may not produce successful products or enhancements to our platform that result in significant revenue, cost savings or other benefits in the near future.
•Our platform, website and internal systems may be subject to intentional disruption or other security incidents that could result in liability and adversely impact our reputation and future sales.
•Our sales cycle can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, revenues may vary from period to period, which may cause our operating results to fluctuate and could harm our business.
•Adverse economic conditions or reduced IT spending may adversely impact our business.
•Our IT, security and compliance solutions are delivered from 14 shared cloud platforms, and any disruption of service at these facilities would interrupt or delay our ability to deliver our solutions to our customers which could reduce our revenues and harm our operating results.
•We face competition in our markets, and we may lack sufficient financial or other resources to maintain or improve our competitive position.
•If our solutions fail to detect vulnerabilities or incorrectly detect vulnerabilities, our brand and reputation could be harmed, which could have an adverse effect on our business and results of operations.
•If we are unable to continue the expansion of our sales force, sales of our solutions and the growth of our business would be harmed.
•We rely on third-party channel partners to generate a substantial amount of our revenues, and if we fail to expand and manage our distribution channels, our revenues could decline and our growth prospects could suffer.
•A significant portion of our customers, channel partners and employees are located outside of the United States, which subjects us to a number of risks associated with conducting international operations, and if we are unable to successfully manage these risks, our business and operating results could be harmed.
•If the market for cloud solutions for IT, security and compliance does not evolve as we anticipate, our revenues may not grow and our operating results would be harmed.
•Our business and operations have continued to grow since inception, and if we do not appropriately manage any future growth, or are unable to improve our systems and processes, our operating results may be negatively affected.
•A portion of our revenues are generated by sales to government entities, which are subject to a number of challenges and risks.
•Undetected software errors or flaws in our solutions could harm our reputation, decrease market acceptance of our solutions or result in liability.
•Our solutions could be used to collect and store personal information of our customers’ employees or customers, and therefore privacy and other data handling concerns could result in additional cost and liability to us or inhibit sales of our solutions.
•Our solutions contain third-party open source software components, and our failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell our solutions.
•We use third-party software and data that may be difficult to replace or cause errors or failures of our solutions that could lead to lost customers or harm to our reputation and our operating results.
•Failure to protect our proprietary technology and intellectual property rights could substantially harm our business and operating results.
•Assertions by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and harm our business and operating results.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Qualys, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except per share data)
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 281,205 | | | $ | 203,665 | |
Restricted cash | — | | | 1,500 | |
Short-term marketable securities | 112,004 | | | 221,893 | |
Accounts receivable, net of allowance of $1,060 and $778 as of June 30, 2024 and December 31, 2023, respectively | 109,584 | | | 146,226 | |
Prepaid expenses and other current assets | 31,266 | | | 26,714 | |
Total current assets | 534,059 | | | 599,998 | |
Long-term marketable securities | 162,058 | | | 56,644 | |
Property and equipment, net | 27,758 | | | 32,599 | |
Operating leases - right of use asset | 44,100 | | | 22,391 | |
Deferred tax assets, net | 70,433 | | | 62,761 | |
Intangible assets, net | 8,172 | | | 9,715 | |
Goodwill | 7,447 | | | 7,447 | |
Noncurrent restricted cash | 1,200 | | | 1,200 | |
Other noncurrent assets | 21,373 | | | 19,863 | |
Total assets | $ | 876,600 | | | $ | 812,618 | |
Liabilities and Stockholders’ Equity | | | |
Current liabilities: | | | |
Accounts payable | $ | 1,277 | | | $ | 988 | |
Accrued liabilities | 36,095 | | | 43,096 | |
Deferred revenues, current | 324,334 | | | 333,267 | |
Operating lease liabilities, current | 10,123 | | | 11,857 | |
Total current liabilities | 371,829 | | | 389,208 | |
Deferred revenues, noncurrent | 28,812 | | | 31,671 | |
Operating lease liabilities, noncurrent | 40,437 | | | 16,885 | |
Other noncurrent liabilities | 7,727 | | | 6,680 | |
Total liabilities | 448,805 | | | 444,444 | |
Commitments and contingencies (Note 8) | | | |
Stockholders’ equity: | | | |
Preferred stock: $0.001 par value; 20,000 shares authorized, no shares issued and outstanding as of June 30, 2024 and December 31, 2023 | — | | | — | |
Common stock: $0.001 par value; 1,000,000 shares authorized, 36,846 and 36,909 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 37 | | | 37 | |
Additional paid-in capital | 623,939 | | | 597,921 | |
Accumulated other comprehensive loss | (534) | | | (1,704) | |
Accumulated deficit | (195,647) | | | (228,080) | |
Total stockholders’ equity | 427,795 | | | 368,174 | |
Total liabilities and stockholders’ equity | $ | 876,600 | | | $ | 812,618 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Qualys, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Revenues | $ | 148,708 | | | $ | 137,209 | | | $ | 294,513 | | | $ | 267,892 | |
Cost of revenues | 26,415 | | | 26,662 | | | 53,613 | | | 53,616 | |
Gross profit | 122,293 | | | 110,547 | | | 240,900 | | | 214,276 | |
Operating expenses: | | | | | | | |
Research and development | 27,119 | | | 27,424 | | | 54,649 | | | 55,219 | |
Sales and marketing | 32,146 | | | 26,241 | | | 61,554 | | | 51,869 | |
General and administrative | 14,960 | | | 14,055 | | | 31,868 | | | 29,183 | |
Total operating expenses | 74,225 | | | 67,720 | | | 148,071 | | | 136,271 | |
Income from operations | 48,068 | | | 42,827 | | | 92,829 | | | 78,005 | |
Other income (expense), net: | | | | | | | |
Interest income | 6,703 | | | 3,809 | | | 12,826 | | | 6,206 | |
Other expense, net | (587) | | | (959) | | | (1,986) | | | (1,175) | |
Total other income, net | 6,116 | | | 2,850 | | | 10,840 | | | 5,031 | |
Income before income taxes | 54,184 | | | 45,677 | | | 103,669 | | | 83,036 | |
Income tax provision | 10,412 | | | 10,295 | | | 20,166 | | | 18,549 | |
Net income | $ | 43,772 | | | $ | 35,382 | | | $ | 83,503 | | | $ | 64,487 | |
Net income per share: | | | | | | | |
Basic | $ | 1.19 | | | $ | 0.96 | | | $ | 2.26 | | | $ | 1.75 | |
Diluted | $ | 1.17 | | | $ | 0.95 | | | $ | 2.22 | | | $ | 1.72 | |
Weighted average shares used in computing net income per share: | | | | | | | |
Basic | 36,915 | | 36,842 | | 36,935 | | 36,954 |
Diluted | 37,464 | | 37,435 | | 37,594 | | 37,551 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Qualys, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Net income | $ | 43,772 | | | $ | 35,382 | | | $ | 83,503 | | | $ | 64,487 | |
Other comprehensive income (loss), net of tax | | | | | | | |
Net change in unrealized gains (losses) on available-for-sale debt securities, net of tax | (221) | | | 312 | | | (628) | | | 1,443 | |
Net change in unrealized gains (losses) on cash flow hedges, net of tax | 694 | | | (457) | | | 1,798 | | | (1,212) | |
Other comprehensive income (loss), net of tax | 473 | | | (145) | | | 1,170 | | | 231 | |
Comprehensive income | $ | 44,245 | | | $ | 35,237 | | | $ | 84,673 | | | $ | 64,718 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Qualys, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
Cash flow from operating activities: | | | |
Net income | $ | 83,503 | | | $ | 64,487 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Depreciation and amortization expense | 10,019 | | | 14,446 | |
Provision for credit losses | 277 | | | 160 | |
| | | |
Loss on non-marketable securities | — | | | 533 | |
Stock-based compensation, net of amounts capitalized | 36,117 | | | 32,038 | |
Accretion of discount on marketable securities, net | (3,520) | | | (1,412) | |
Deferred income taxes | (8,165) | | | (9,122) | |
Changes in operating assets and liabilities: | | | |
Accounts receivable | 36,365 | | | (3,277) | |
Prepaid expenses and other assets | (4,489) | | | (7,450) | |
Accounts payable | 229 | | | (813) | |
Accrued liabilities and other noncurrent liabilities | (3,215) | | | 8,736 | |
Deferred revenues | (11,792) | | | 20,002 | |
Net cash provided by operating activities | 135,329 | | | 118,328 | |
Cash flow from investing activities: | | | |
Purchases of marketable securities | (191,812) | | | (159,392) | |
Sales and maturities of marketable securities | 198,250 | | | 167,120 | |
Purchases of property and equipment | (3,077) | | | (5,455) | |
| | | |
Net cash provided by investing activities | 3,361 | | | 2,273 | |
Cash flow from financing activities: | | | |
Repurchase of common stock | (53,017) | | | (108,817) | |
Proceeds from exercise of stock options | 5,970 | | | 7,148 | |
Payments for taxes related to net share settlement of equity awards | (17,711) | | | (9,494) | |
Proceeds from issuance of common stock through employee stock purchase plan | 3,608 | | | 2,988 | |
Payment of acquisition-related holdback | (1,500) | | | — | |
Net cash used in financing activities | (62,650) | | | (108,175) | |
Net increase in cash, cash equivalents and restricted cash | 76,040 | | | 12,426 | |
Cash, cash equivalents and restricted cash at beginning of period | 206,365 | | | 176,419 | |
Cash, cash equivalents and restricted cash at end of period | $ | 282,405 | | | $ | 188,845 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Qualys, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Accumulated Other Comprehensive Income (Loss) | | Accumulated Deficit | | Total Stockholders’ Equity |
| Shares | | Amount | | | | |
Balances at December 31, 2023 | 36,909 | | $ | 37 | | | $ | 597,921 | | | $ | (1,704) | | | $ | (228,080) | | | $ | 368,174 | |
Net income | — | | — | | | — | | | — | | | 39,731 | | | 39,731 | |
Other comprehensive income, net of tax | — | | — | | | — | | | 697 | | | — | | | 697 | |
Issuance of common stock upon exercise of stock options | 46 | | — | | | 2,770 | | | — | | | — | | | 2,770 | |
Repurchase of common stock | (105) | | — | | | (627) | | | — | | | (17,402) | | | (18,029) | |
Issuance of common stock upon vesting of restricted stock units | 149 | | — | | | — | | | — | | | — | | | — | |
Taxes related to net share settlement of equity awards | (66) | | — | | | (11,808) | | | — | | | — | | | (11,808) | |
Issuance of common stock through employee stock purchase plan | 29 | | — | | | 3,608 | | | — | | | — | | | 3,608 | |
Stock-based compensation | — | | — | | | 19,059 | | | — | | | — | | | 19,059 | |
Balances at March 31, 2024 | 36,962 | | $ | 37 | | | $ | 610,923 | | | $ | (1,007) | | | $ | (205,751) | | | $ | 404,202 | |
Net income | — | | — | | | — | | | — | | | 43,772 | | | 43,772 | |
Other comprehensive income, net of tax | — | | — | | | — | | | 473 | | | — | | | 473 | |
Issuance of common stock upon exercise of stock options | 61 | | — | | | 3,200 | | | — | | | — | | | 3,200 | |
Repurchase of common stock | (233) | | — | | | (1,395) | | | — | | | (33,668) | | | (35,063) | |
Issuance of common stock upon vesting of restricted stock units | 91 | | — | | | — | | | — | | | — | | | — | |
Taxes related to net share settlement of equity awards | (35) | | — | | | (5,903) | | | — | | | — | | | (5,903) | |
Stock-based compensation | — | | — | | | 17,114 | | | — | | | — | | | 17,114 | |
Balances at June 30, 2024 | 36,846 | | $ | 37 | | | $ | 623,939 | | | $ | (534) | | | $ | (195,647) | | | $ | 427,795 | |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Accumulated Other Comprehensive Income (Loss) | | Accumulated Deficit | | Total Stockholders’ Equity |
| Shares | | Amount | | | | |
Balances at December 31, 2022 | 37,362 | | $ | 37 | | | $ | 512,486 | | | $ | (1,947) | | | $ | (221,447) | | | $ | 289,129 | |
Net income | — | | — | | | — | | | — | | | 29,105 | | | 29,105 | |
Other comprehensive income, net of tax | — | | — | | | — | | | 376 | | | — | | | 376 | |
Issuance of common stock upon exercise of stock options | 61 | | — | | | 2,328 | | | — | | | — | | | 2,328 | |
Repurchase of common stock | (584) | | — | | | (7,014) | | | — | | | (60,018) | | | (67,032) | |
Issuance of common stock upon vesting of restricted stock units | 108 | | — | | | — | | | — | | | — | | | — | |
Taxes related to net share settlement of equity awards | (43) | | — | | | (5,105) | | | — | | | — | | | (5,105) | |
Issuance of common stock through employee stock purchase plan | 29 | | — | | | 2,988 | | | — | | | — | | | 2,988 | |
Stock-based compensation | — | | — | | | 16,033 | | | — | | | — | | | 16,033 | |
Balances at March 31, 2023 | 36,933 | | $ | 37 | | | $ | 521,716 | | | $ | (1,571) | | | $ | (252,360) | | | $ | 267,822 | |
Net income | — | | — | | | — | | | — | | | 35,382 | | | 35,382 | |
Other comprehensive loss, net of tax | — | | — | | | — | | | (145) | | | — | | | (145) | |
Issuance of common stock upon exercise of stock options | 101 | | — | | | 4,820 | | | — | | | — | | | 4,820 | |
Repurchase of common stock | (346) | | — | | | (4,157) | | | — | | | (38,335) | | | (42,492) | |
Issuance of common stock upon vesting of restricted stock units | 96 | | — | | | — | | | — | | | — | | | — | |
Taxes related to net share settlement of equity awards | (38) | | — | | | (4,389) | | | — | | | — | | | (4,389) | |
Stock-based compensation | — | | — | | | 16,020 | | | — | | | — | | | 16,020 | |
Balances at June 30, 2023 | 36,746 | | $ | 37 | | | $ | 534,010 | | | $ | (1,716) | | | $ | (255,313) | | | $ | 277,018 | |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Qualys, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1. Description of Business and Summary of Significant Accounting Policies
Description of Business
Qualys, Inc. (the “Company”, "we", "us", "our") was incorporated in the state of Delaware on December 30, 1999. The Company is headquartered in Foster City, California and has wholly-owned subsidiaries throughout the world. The Company is a leading provider of cloud-based information technology ("IT"), security and compliance solutions that enable organizations to identify security risks to their IT infrastructures, help protect their IT systems and applications from ever-evolving cyber-attacks and achieve compliance with internal policies and external regulations. The Company’s cloud solutions address the growing security and compliance complexities and risks that are amplified by the dissolving boundaries between internal and external IT infrastructures and web environments, the rapid adoption of cloud computing and the proliferation of geographically dispersed IT assets. Organizations can use the Company’s integrated suite of solutions delivered on Qualys' Enterprise TruRisk Platform to cost-effectively obtain a unified view of their security and compliance posture across globally-distributed IT infrastructures.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information as well as the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet as of December 31, 2023, included herein, was derived from the audited financial statements as of that date but does not include all disclosures, including notes required by U.S. GAAP. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the financial position, results of operations and cash flows for the interim periods. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results of operations expected for the entire year ending December 31, 2024 or for any other future annual or interim periods. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 22, 2024.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the condensed consolidated financial statements and the reported results of operations during the reporting period. The Company’s management regularly assesses these estimates, which primarily affect revenue recognition, allowance for credit loss, the valuation of goodwill and intangible assets, leases, stock-based compensation and income tax provision. Actual results could differ from those estimates and such differences may be material to the accompanying unaudited condensed consolidated financial statements.
Recently Adopted Accounting Pronouncements
None.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07 requiring enhanced segment disclosures. The ASU requires disclosure of significant segment expenses regularly provided to the chief operating decision maker ("CODM") included within segment operating profit or loss. Additionally, the ASU requires a description of how the CODM utilizes segment operating profit or loss to assess segment performance. The requirements of the ASU are effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company's annual reporting requirements will be effective for fiscal 2024 and interim reporting requirements will be effective beginning with the first quarter of fiscal 2025. Early adoption is permitted and retrospective application is required for all periods presented. The Company is in the process of analyzing the impact of the ASU on related disclosures.
In December 2023, the FASB issued ASU 2023-09 requiring improvements to income tax disclosures. The new ASU requires disclosure of disaggregated information about the effective tax rate and income taxes paid. The requirements of the ASU are effective for annual periods beginning after December 15, 2024 and are to be applied on a prospective basis The Company's annual reporting requirements will be effective for fiscal year 2025. Companies can choose to early adopt and apply the guidance retrospectively. The Company is in the process of analyzing the impact of the ASU on related disclosures.
There have been no material changes to the Company’s significant accounting policies set forth in "Note 1" of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
NOTE 2. Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For certain of the Company’s financial instruments, including certain cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate their fair values due to the relatively short maturity of these balances.
The Company measures and reports certain cash equivalents, marketable securities, derivative foreign currency forward contracts at fair value in accordance with the provisions of the authoritative accounting guidance that addresses fair value measurements. This guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities.
Level 2 - Valuations based on other than quoted prices in active markets for identical assets and liabilities, including quoted prices for identical assets or liabilities in less active or inactive markets, quoted prices for similar assets or liabilities in active markets, or inputs other than quoted prices that are observable for substantially the full term of the assets or liabilities.
Level 3 - Valuations based on inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.
The Company's financial instruments consist of assets and liabilities measured using Level 1 and 2 inputs. Level 1 assets include a highly liquid money market fund, which is valued using unadjusted quoted prices that are available in an active market for an identical asset. Level 2 assets include fixed-income U.S. Treasury and government agency securities, commercial paper, corporate bonds, asset-backed securities and derivative financial instruments consisting of foreign currency forward contracts. The securities, bonds and commercial paper are valued using prices from independent pricing services based on quoted prices of identical instruments in less active or inactive markets, quoted prices of similar instruments in active markets, or industry models using data inputs such as interest rates and prices that can be directly observed or corroborated in active markets. The foreign currency forward contracts are valued using observable inputs, such as quotations on forward foreign exchange points and foreign interest rates.
The following table sets forth by level within the fair value hierarchy the fair value of the Company's financial assets and liabilities measured at fair value on a recurring basis:
| | | | | | | | | | | | | | | | | |
| June 30, 2024 |
| Level 1 | | Level 2 | | Fair Value |
| | | | | |
| (in thousands) |
Money market funds | $ | 21,221 | | | $ | — | | | $ | 21,221 | |
Commercial paper | — | | | 24,106 | | | 24,106 | |
U.S. Treasury and government agencies | — | | | 213,122 | | | 213,122 | |
Corporate bonds | — | | | 112,049 | | | 112,049 | |
Asset-backed securities | — | | | 10,203 | | | 10,203 | |
Foreign currency forward contracts | — | | | 865 | | | 865 | |
Total assets | $ | 21,221 | | | $ | 360,345 | | | $ | 381,566 | |
Foreign currency forward contracts | $ | — | | | $ | 461 | | | $ | 461 | |
Total liabilities | $ | — | | | $ | 461 | | | $ | 461 | |
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| December 31, 2023 |
| Level 1 | | Level 2 | | Fair Value |
| | | | | |
| (in thousands) |
Money market funds | $ | 87 | | | $ | — | | | $ | 87 | |
Commercial paper | — | | | 54,279 | | | 54,279 | |
U.S. Treasury and government agencies | — | | | 208,536 | | | 208,536 | |
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Corporate bonds | — | | | 56,465 | | | 56,465 | |
Asset-backed securities | — | | | 13,881 | | | 13,881 | |
Foreign currency forward contracts | — | | | 111 | | | 111 | |
Total assets | $ | 87 | | | $ | 333,272 | | | $ | 333,359 | |
Foreign currency forward contracts | $ | — | | | $ | 1,986 | | | $ | 1,986 | |
Total liabilities | $ | — | | | $ | 1,986 | | | $ | 1,986 | |
There were no transfers between Level 1, Level 2 and Level 3 categories during the three and six months ended June 30, 2024 and 2023.
Cash equivalent and investments
The Company's cash equivalents and marketable securities consist of the following:
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| June 30, 2024 |
| Amortized Cost | | Unrealized Gains | | Unrealized Losses | | Fair Value |
| | | | | | | |
| (in thousands) |
Cash equivalents: (1) | | | | | | | |
Money market funds | $ | 21,221 | | | $ | — | | | $ | — | | | $ | 21,221 | |
Commercial paper | 3,957 | | | — | | | (3) | | | 3,954 | |
U.S. Treasury and government agencies | 81,466 | | | — | | | (2) | | | 81,464 | |
Total | 106,644 | | | — | | | (5) | | | 106,639 | |
Short-term marketable securities: | | | | | | | |
Commercial paper | 20,179 | | | — | | | (27) | | | 20,152 | |
Corporate bonds | 31,859 | | | 1 | | | (102) | | | 31,758 | |
Asset-backed securities | 42 | | | — | | | — | | | 42 | |
U.S. Treasury and government agencies | 60,098 | | | — | | | (46) | | | 60,052 | |
Total | 112,178 | | | 1 | | | (175) | | | 112,004 | |
Long-term marketable securities: | | | | | | | |
Corporate bonds | 80,606 | | | 34 | | | (349) | | | 80,291 | |
Asset-backed securities | 10,094 | | | 67 | | | — | | | 10,161 | |
U.S. Treasury and government agencies | 71,701 | | | 12 | | | (107) | | | 71,606 | |
Total | 162,401 | | | 113 | | | (456) | | | 162,058 | |
Total | $ | 381,223 | | | $ | 114 | | | $ | (636) | | | $ | 380,701 | |
(1)Excludes cash of $174.6 million.
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| December 31, 2023 |
| Amortized Cost | | Unrealized Gains | | Unrealized Losses | | Fair Value |
| | | | | | | |
| (in thousands) |
Cash equivalents: (2) | | | | | | | |
Money market funds | $ | 87 | | | $ | — | | | $ | — | | | $ | 87 | |
U.S. Treasury and government agencies | 54,620 | | | 4 | | | — | | | 54,624 | |
Total | 54,707 | | | 4 | | | — | | | 54,711 | |
Short-term marketable securities: | | | | | | | |
Commercial paper | 54,254 | | | 32 | | | (7) | | | 54,279 | |
Corporate bonds | 23,013 | | | 1 | | | (149) | | | 22,865 | |
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U.S. Treasury and government agencies | 144,901 | | | 52 | | | (204) | | | 144,749 | |
| | | | | | | |
Total | 222,168 | | | 85 | | | (360) | | | 221,893 | |
Long-term marketable securities: | | | | | | | |
Corporate bonds | 33,337 | | | 285 | | | (22) | | | 33,600 | |
Asset-backed securities | 13,785 | | | 102 | | | (6) | | | 13,881 | |
U.S. Treasury and government agencies | 9,116 | | | 49 | | | (2) | | | 9,163 | |
Total | 56,238 | | | 436 | | | (30) | | | 56,644 | |
Total | $ | 333,113 | | | $ | 525 | | | $ | (390) | | | $ | 333,248 | |
(2)Excludes cash of $149.0 million.
The following table summarizes the gross unrealized losses and fair value of the Company's marketable securities that were in an unrealized loss position aggregated by length of time:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2024 |
| Less than 12 months | | 12 months or longer | | Total |
| Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses |
| (in thousands) |
Commercial paper | $ | 24,107 | | | $ | (30) | | | $ | — | | | $ | — | | | $ | 24,107 | | | $ | (30) | |
| | | | | | | | | | | |
Corporate bonds | 85,389 | | | (422) | | | 3,772 | | | (29) | | | 89,161 | | | (451) | |
U.S. Treasury and government agencies | 191,339 | | | (136) | | | 11,903 | | | (19) | | | 203,242 | | | (155) | |
Total | $ | 300,835 | | | $ | (588) | | | $ | 15,675 | | | $ | (48) | | | $ | 316,510 | | | $ | (636) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 |
| Less than 12 months | | 12 months or longer | | Total |
| Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses |
| (in thousands) |
Commercial paper | $ | 24,838 | | | $ | (7) | | | $ | — | | | $ | — | | | $ | 24,838 | | | $ | (7) | |
Asset-backed securities | — | | | — | | | 1,485 | | | (6) | | | 1,485 | | | (6) | |
Corporate bonds | — | | | — | | | 20,717 | | | (171) | | | 20,717 | | | (171) | |
U.S. Treasury and government agencies | 43,373 | | | (18) | | | 18,172 | | | (188) | | | 61,545 | | | (206) | |
Total | $ | 68,211 | | | $ | (25) | | | $ | 40,374 | | | $ | (365) | | | $ | 108,585 | | | $ | (390) | |
The Company considered the extent to which any unrealized losses on its marketable securities were driven by credit risk and other factors, including market risk, and if it is more-likely-than-not that the Company would have to sell the security before the recovery of the amortized cost basis. At June 30, 2024 and December 31, 2023, the unrealized losses related to its marketable securities were due to rising market interest rates compared to when the investments were initiated. The Company does not believe the unrealized losses represent credit risk, and the Company does not intend to sell any of the securities in an unrealized loss position and it is not likely that the Company would be required to sell these securities before recovery of their amortized cost basis, which may be at maturity. Thus, no credit loss was recognized for the Company's marketable securities for the three and six months ended June 30, 2024 and 2023.
The following summarizes the fair value of marketable securities by contractual maturity:
| | | | | | | | | | | |
| June 30, 2024 |
| Amortized Cost | | Fair Value |
| | | |
| (in thousands) |
Due within One Year | $ | 218,780 | | | $ | 218,601 | |
Due after One Year through Five Years | 152,307 | | | 151,897 | |
| | | |
Asset-backed securities | 10,136 | | | 10,203 | |
Total | $ | 381,223 | | | $ | 380,701 | |
Non-Marketable Securities
During the fiscal year ended December 31, 2018, the Company invested $2.5 million in preferred stock of a privately-held company. The fair value of the investment is not readily available, and there are no quoted market prices for the investment. The Company accounts for the investment at cost less impairment and will measure the investment at fair value when the Company identifies observable price changes. The investment is assessed for impairment whenever events or changes in circumstances indicate that the fair value of the investment is less than carrying value. During the second quarter of 2023, the Company identified an observable price change in the investment and recognized an immaterial unrealized loss in other income (expense), net of the condensed consolidated statement of operations. The investment is included in other noncurrent assets on the condensed consolidated balance sheets. The Company has not received any dividends from the investment.
Derivative Financial Instruments
Designated cash flow hedges
The Company enters into foreign currency forward contracts to reduce the risk of variability in future cash flow due to foreign currency exchange rate fluctuation from certain forecasted subscription revenue orders billed in British Pound ("GBP") and Euro ("EUR") and operating expenses incurred in Indian Rupee ("INR"), which are designated as cash flow hedges. Hedge effectiveness is assessed at inception and at each reporting period utilizing regression analysis. Unrealized foreign exchange gains or losses related to those designated cash flow hedge contracts are recorded in accumulated other comprehensive income ("AOCI") and will be reclassified into revenues or operating expenses, respectively, in the same periods when the hedged transactions are recognized in earnings.
As of June 30, 2024, the Company had designated cash flow hedge forward contracts with notional amounts of €45.3 million, £16.9 million and Rs.4,138.0 million. As of December 31, 2023, the Company had designated cash flow hedge forward contracts with notional amounts of €48.5 million, £14.6 million and Rs.4,042.0 million.
As of June 30, 2024, an immaterial amount of net unrealized loss before tax on the foreign currency forward contracts for GBP and EUR reported in AOCI is expected to be reclassified into revenue within the next 12 months. As of June 30, 2024, an immaterial amount of net unrealized loss before tax on the foreign currency forward contracts for INR reported in AOCI is expected to be reclassified into operating expenses within the next 12 months.
Non-designated forward contracts
The Company also uses foreign currency forward contracts to hedge certain foreign currency denominated assets or liabilities, which are not designated as cash flow hedges. Unrealized foreign exchange gain or losses related to the non-designated forward contracts are recorded in other income (expenses), net and offset the foreign exchange gain or loss on the underlying net monetary assets or liabilities.
As of June 30, 2024, the Company had non-designated forward contracts with notional amounts of €9.8 million, £5.5 million, Rs.1,065.0 million, and Canadian Dollar ("C$" or "CAD") 1.8 million. As of December 31, 2023, the Company had non-designated forward contracts with notional amounts of €19.2 million, £6.0 million, Rs.440.0 million, and C$1.0 million.
The following summarizes the fair value of derivative financial instruments as of June 30, 2024 and December 31, 2023:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| | | |
| (in thousands) |
Assets | | | |
Foreign currency forward contracts designated as cash flow hedge | $ | 863 | | | $ | 63 | |
Foreign currency forward contracts not designated as hedging instruments | 2 | | | 48 | |
Total | $ | 865 | | | $ | 111 | |
Liabilities | | | |
Foreign currency forward contracts designated as cash flow hedge | $ | 385 | | | $ | 1,502 | |
Foreign currency forward contracts not designated as hedging instruments | 76 | | | 484 | |
Total | $ | 461 | | | $ | 1,986 | |
The Company presents its derivative assets and derivative liabilities at gross fair values in the condensed consolidated balance sheets. However, under the master netting agreements with the respective counterparties of the foreign exchange contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same currency with a single net amount payable by one party to the other. The potential offset to both assets and liabilities under the right of set-off associated with the Company's foreign currency exchange contracts are immaterial as of June 30, 2024 and December 31, 2023. The derivatives held by the Company are not subject to any credit contingent features negotiated with its counterparties. The Company is not required to pledge nor is entitled to receive cash collateral related to the above contracts. The counterparties to these derivatives are large, global financial institutions that the Company believes are creditworthy, and therefore, it does not consider the risk of counterparty nonperformance to be material.
The following summarizes the gains (losses) recognized from forward contracts and other foreign currency transactions in other income (expense), net in the condensed consolidated statements of operations:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | |
| (in thousands) | | (in thousands) |
Net gains (losses) from non-designated forward contracts | $ | (73) | | | $ | (109) | | | $ | 439 | | | $ | 150 | |
Other foreign currency transactions losses | (518) | | | (306) | | | (2,459) | | | (731) | |
Total foreign exchange losses, net | $ | (591) | | | $ | (415) | | | $ | (2,020) | | | $ | (581) | |
NOTE 3. Accumulated Other Comprehensive Income (Loss)
The components and changes in accumulated other comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023 were as follows:
| | | | | | | | | | | | | | | | | |
| Available-for-Sale Debt Securities | | Cash Flow Hedges | | Total |
| | | | | |
| (in thousands) |
Balances at December 31, 2023 | $ | 108 | | | $ | (1,812) | | | $ | (1,704) | |
Change in unrealized gains (losses) during the period | (436) | | | 1,222 | | | 786 | |
Amount reclassified into income during the period | — | | | 218 | | | 218 | |
Tax effect | 29 | | | (336) | | | (307) | |
Net change during the period | (407) | | | 1,104 | | | 697 | |
Balances at March 31, 2024 | $ | (299) | | | $ | (708) | | | $ | (1,007) | |
Change in unrealized gains (losses) during the period | (221) | | | 465 | | | 244 | |
Amount reclassified into income during the period | — | | | 414 | | | 414 | |
Tax effect | — | | | (185) | | | (185) | |
Net change during the period | (221) | | | 694 | | | 473 | |
Balances at June 30, 2024 | $ | (520) | | | $ | (14) | | | $ | (534) | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Balances at December 31, 2022 | $ | (2,705) | | | $ | 758 | | | $ | (1,947) | |
Change in unrealized gains (losses) during the period | 1,131 | | | (443) | | | 688 | |
Amount reclassified into income during the period | — | | | (534) | | | (534) | |
Tax effect | — | | | 222 | | | 222 | |
Net change during the period | 1,131 | | | (755) | | | 376 | |
Balances at March 31, 2023 | $ | (1,574) | | | $ | 3 | | | $ | (1,571) | |
Change in unrealized gains (losses) during the period | 312 | | | 65 | | | 377 | |
Amount reclassified into income during the period | — | | | (665) | | | (665) | |
Tax effect | — | | | 143 | | | 143 | |
Net change during the period | 312 | | | (457) | | | (145) | |
Balances at June 30, 2023 | $ | (1,262) | | | $ | (454) | | | $ | (1,716) | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
The effects on income before income taxes of amounts reclassified from AOCI to the condensed consolidated statements of operations were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | |
| (in thousands) | | (in thousands) |
Reclassification of AOCI - Cash flow hedges | | | | | | | |
Revenues | $ | (375) | | | $ | 1,061 | | | $ | (654) | | | $ | 2,197 | |
Cost of revenues | (9) | | | (91) | | | 6 | | | (230) | |
Research and development | (24) | | | (252) | | | 13 | | | (635) | |
Sales and marketing | (2) | | | (16) | | | 1 | | | (39) | |
General and administrative | (4) | | | (37) | | | 2 | | | (94) | |
Total | $ | (414) | | | $ | 665 | | | $ | (632) | | | $ | 1,199 | |
There was no reclassification of AOCI to other income (expense), net related to Available-for-sale debt securities during the three and six months ended June 30, 2024 and 2023.
NOTE 4. Property and Equipment, Net
Property and equipment, net, consists of the following:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| | | |
| (in thousands) |
Computer equipment | $ | 181,204 | | | $ | 179,002 | |
Computer software | 26,154 | | | 26,133 | |
Leasehold improvements | 20,987 | | | 20,924 | |
Scanner appliances | 18,661 | | | 18,369 | |
Furniture, fixtures and equipment | 6,800 | | | 6,699 | |
Total property and equipment | 253,806 | | | 251,127 | |
Less: accumulated depreciation and amortization | (226,048) | | | (218,528) | |
Property and equipment, net | $ | 27,758 | | | $ | 32,599 | |
As of June 30, 2024 and December 31, 2023, physical scanner appliances and other computer equipment that are or will be subject to leases by customers had a net carrying value of $9.9 million and $10.1 million, respectively, including assets that had not been placed in service of $6.1 million and $6.4 million, respectively.
Depreciation and amortization expenses relating to property and equipment were $4.0 million and $6.1 million for the three months ended June 30, 2024 and 2023, respectively, and $8.5 million and $12.6 million for the six months ended June 30, 2024 and 2023, respectively, which were mainly recorded in cost of revenues in the condensed consolidated statements of operations.
NOTE 5. Revenue from Contracts with Customers
The Company records deferred revenue when cash payments are received or due in advance of its performance obligations offset by revenue recognized in the period. Revenues of $99.8 million and $86.4 million were recognized during the three months ended June 30, 2024 and 2023, respectively, and $229.6 million and $200.2 million were recognized during the six months ended June 30, 2024 and 2023, respectively, which amounts were included in the deferred revenue balances of $364.9 million and $317.2 million as of December 31, 2023 and 2022, respectively.
The Company's payment terms vary by the type and location of its customers. The term between invoicing and when payment is due is not significant. In certain circumstances, based on the credit quality of the customer, the Company requires payment before the products or services are delivered to the customer.
The following table sets forth the expected revenue from all remaining performance obligations as of June 30, 2024:
| | | | | |
| (in thousands) |
2024 (remaining six months) | $ | 111,389 | |
2025 | 160,431 | |
2026 | 78,439 | |
2027 | 13,341 | |
2028 | 997 | |
2029 and thereafter | 272 | |
Total | $ | 364,869 | |
Revenues allocated to remaining performance obligations represents the transaction price of noncancelable orders for which service has not been performed, which include deferred revenue and the amounts that will be invoiced and recognized as revenues in future periods from open contracts and excludes unexercised renewals. The Company applied the
short-term contract exemption to exclude the remaining performance obligations that are part of a contract that has an original expected duration of one year or less.
From time to time, the Company enters into contracts with customers that extend beyond one year, with certain of its customers electing to pay for more than one year of services upon contract execution. The Company concluded that these contracts did not contain a financing component.
Revenues by sales channel are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | |
| (in thousands) | | (in thousands) |
Direct | $ | 80,303 | | | $ | 78,818 | | | $ | 160,429 | | | $ | 153,911 | |
Partner | 68,405 | | | 58,391 | | | 134,084 | | | 113,981 | |
Total | $ | 148,708 | | | $ | 137,209 | | | $ | 294,513 | | | $ | 267,892 | |
The Company utilizes partners to enable and accelerate the adoption of its cloud platform by increasing its distribution capabilities and market awareness of its cloud platform as well as by targeting geographic regions outside the reach of its direct sales force. The Company's channel partners maintain relationships with their customers throughout the territories in which they operate and provide their customers with services and third-party solutions to help meet those customers’ evolving security and compliance requirements. As such, these partners may offer the Company's IT security and compliance solutions in conjunction with one or more of their own products or services and act as a conduit through which the Company can connect with these prospective customers to offer its solutions. For sales involving a channel partner, the channel partner engages with the prospective customer directly and involves the Company's sales team as needed to assist in developing and closing an order. When a channel partner secures a sale, the Company sells the associated subscription to the channel partner who in turn resells the subscription to the customer. Sales to channel partners are made at a discount and revenues are recorded at this discounted price over the subscription terms. The Company does not have any influence or specific knowledge of its partners' selling terms with their customers. See Note 11, "Segment and Geographic Area Information" for disaggregation of revenue by geographic area.
Deferred costs to obtain contracts are as follows:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| | | |
| (in thousands) |
Current | $ | 6,301 | | | $ | 5,858 | |
Noncurrent | $ | 12,667 | | | $ | 11,844 | |
For the three months ended June 30, 2024 and 2023, the Company recognized $1.8 million and $1.5 million, respectively, of amortization expense relating to deferred costs to obtain contracts in sales and marketing expense in the condensed consolidated statements of operations. For the six months ended June 30, 2024 and 2023, the Company recognized $3.4 million and $2.9 million, respectively, of amortization expense relating to deferred costs to obtain contracts in sales and marketing expense in the condensed consolidated statements of operations. During the same periods, there was no impairment loss related to the deferred costs to obtain contracts.
As of December 31, 2022, the net carrying value of the Company’s accounts receivable, current deferred revenues, and noncurrent deferred revenues were $121.8 million, $293.7 million and $23.5 million, respectively.
NOTE 6. Intangible Assets, Net
Intangible assets consist primarily of developed technology and patent licenses acquired from business or asset acquisitions. Acquired intangibles are amortized on a straight-line basis over the respective estimated useful lives of the assets.
The carrying values of intangible assets are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | June 30, 2024 |
(in thousands) | | Weighted Average Life (Years) | | | | Cost | | Accumulated Amortization | | Net Book Value |
Developed technology | | 4.6 | | | | $ | 40,141 | | | $ | (32,070) | | | $ | 8,071 | |
Patent licenses | | 14.0 | | | | 1,387 | | | (1,371) | | | 16 | |
Assembled workforce | | 2.0 | | | | 359 | | | (314) | | | 45 | |
Total intangibles subject to amortization | | | | | | $ | 41,887 | | | $ | (33,755) | | | $ | 8,132 | |
Intangible assets not subject to amortization | | | | | | | | | | 40 | |
Total intangible assets, net | | | | | | | | | | $ | 8,172 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | December 31, 2023 |
(in thousands) | | Weighted Average Life (Years) | | | | Cost | | Accumulated Amortization | | Net Book Value |
Developed technology | | 4.6 | | | | $ | 40,141 | | | $ | (30,667) | | | $ | 9,474 | |
Patent licenses | | 14.0 | | | | 1,387 | | | (1,322) | | | 65 | |
Assembled workforce | | 2.0 | | | | 359 | | | (223) | | | 136 | |
Total intangibles subject to amortization | | | | | | $ | 41,887 | | | $ | (32,212) | | | $ | 9,675 | |
Intangible assets not subject to amortization | | | | | | | | | | 40 | |
Total intangible assets, net | | | | | | | | | | $ | 9,715 | |
Intangible asset amortization expense was $0.8 million and $0.8 million for the three months ended June 30, 2024 and 2023, respectively, and $1.5 million and $1.5 million for the six months ended June 30, 2024 and 2023, respectively. Intangible asset amortization expenses were primarily recorded in cost of revenues in the condensed consolidated statements of operations.
As of June 30, 2024, the Company expects amortization expense in future periods to be as follows:
| | | | | |
| (in thousands) |
2024 (remaining six months) | $ | 1,361 | |
2025 | 2,556 | |
2026 | 2,477 | |
2027 | 1,738 | |
| |
Total expected future amortization expense | $ | 8,132 | |
NOTE 7. Leases
The Company leases certain offices, computer equipment and its shared cloud platform facilities under non-cancelable operating leases for varying periods through 2030. While under the Company's lease agreements the Company has options to extend its certain leases, the Company has not included renewal options in determining the lease terms for calculating its lease liabilities, as these options are not reasonably certain of being exercised. Lease expense was $3.8 million and $4.2 million for the three months ended June 30, 2024 and 2023, respectively, and $7.6 million and $8.2 million for the six months ended June 30, 2024 and 2023, respectively.
Supplemental cash flow information related to operating leases was as follows:
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
| | | |
| (in thousands) |
Cash payments included in the measurement of lease liabilities | $ | 7,073 | | | $ | 7,699 | |
Lease liabilities arising from obtaining right-of-use assets | $ | 27,822 | | | $ | 121 | |
The weighted average remaining lease term and the weighted average discount rate of the Company's operating leases were as follows:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
Weighted average remaining lease term (years) | 4.5 | | 3.1 |
Weighted average discount rate | 7.3 | % | | 5.2 | % |
Maturities of the Company's operating lease liabilities as of June 30, 2024 are as follows:
| | | | | |
| (in thousands) |
2024 (remaining six months) | $ | 6,847 | |
2025 | 12,569 | |
2026 | 12,172 | |
2027 | 12,225 | |
2028 | 9,448 | |
2029 and thereafter | 7,313 | |
Total minimum lease payments | 60,574 | |
Less: interest | (10,014) | |
Present value of net minimum lease payments | $ | 50,560 | |
| |
| |
NOTE 8. Commitments and Contingencies
Indemnifications
The Company from time to time enters into certain types of contracts that contingently require it to indemnify various parties against claims from third parties. These contracts primarily relate to (i) the Company's bylaws, under which it must indemnify directors and executive officers, and may indemnify other officers and employees, for liabilities arising out of their relationship, (ii) contracts under which the Company must indemnify directors and certain officers for liabilities arising out of their relationship, and (iii) contracts under which the Company may be required to indemnify customers or resellers from certain liabilities arising from potential infringement of intellectual property rights, as well as potential damages caused by limited product defects. To date, the Company has not incurred and has not recorded any liability in connection with such indemnifications.
The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors.
NOTE 9. Stockholders' Equity and Stock-based Compensation
Equity Incentive Plans
Restated 2012 Equity Incentive Plan
On June 8, 2022 ("Effective Date"), the Company's stockholders approved the Amended and Restated 2012 Equity Incentive Plan (the "Restated 2012 Plan"). Under the Restated 2012 Plan, the Company is authorized to grant to eligible participants incentive stock options, nonstatutory stock options, restricted stock, restricted stock units ("RSUs"), stock appreciation rights, performance units and performance shares. Pursuant to the relevant plan provisions, 3,072 thousand shares were available for grant under the Restated 2012 Plan on the Effective Date. In addition, any outstanding awards or options granted under the previous version of the 2012 Equity Incentive Plan (“Previous 2012 Plan”) will be added back to the shares available for grant under the Restated 2012 Plan if they expire unexercised or are otherwise forfeited after the Effective Date. Any remaining shares available for grant under the Previous 2012 Plan as of the Effective Date were no longer available for future grants under the Restated 2012 Plan.
On June 12, 2024, the Company's stockholders approved an amendment and restatement to the Restated 2012 Plan to increase the number of shares of the Company's common stock reserved for issuance by 1,092 thousand shares.
As of June 30, 2024, 2,716 thousand shares were available for grant under the Restated 2012 Plan.
2021 Employee Stock Purchase Plan
On June 9, 2021, the Company’s stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”). A total of 600 thousand shares were authorized for issuance to eligible participating employees upon adoption of the ESPP. The ESPP provides for consecutive 6-month offering periods beginning on or about August 16 and February 16 of each year. Eligible employees who elect to participate can contribute from 1% to 15% of their eligible compensation through payroll withholding. During any offering period, contribution rates cannot be changed. However, eligible employees may withdraw from the current offering period. Any contributions made prior to each purchase date in the case of withdrawal or termination of employment will be refunded. On each purchase date, eligible participating employees will purchase the shares at a price per share equal to 85% of the lesser of (i) the fair market value of the Company's stock on the first trading day of the offering period or (ii) the fair market value of the Company's stock on the purchase date (i.e., the last trading day of the offering period).
During the six months ended June 30, 2024, 29 thousand shares were issued in connection with the purchase of common stock by participating employees. As of June 30, 2024, 465 thousand shares were available for future purchases.
Stock Options
Stock options granted under the Restated 2012 Plan and Previous 2012 Plan (collectively, the "Plans") generally vest based on continued service over four years and expire ten years from the date of grant.
A summary of the Company’s stock option activity during the six months ended June 30, 2024 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Outstanding Options | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Life | | Aggregate Intrinsic Value |
| (in thousands) | | | | (Years) | | (in thousands) |
Balance as of December 31, 2023 | 1,447 | | $ | 97.98 | | | 6.5 | | $ | 142,302 | |
Granted | 137 | | $ | 167.29 | | | | | |
Exercised | (107) | | $ | 55.74 | | | | | |
Canceled | (46) | | $ | 123.66 | | | | | |
Balance as of June 30, 2024 | 1,431 | | $ | 106.93 | | | 6.5 | | $ | 54,911 | |
Vested and expected to vest as of June 30, 2024 | 1,276 | | $ | 102.70 | | | 6.2 | | $ | 53,581 | |
Exercisable as of June 30, 2024 | 791 | | $ | 81.61 | | | 4.9 | | $ | 48,263 | |
Restricted Stock Units
RSUs granted under the Plans generally only contain a service-based vesting condition that is typically satisfied over four years.
Performance-based Restricted Stock Units ("PRSUs") granted under the Plans contain both service-based and performance-based vesting conditions. In February 2024, the Company granted PRSUs to its executive officers and certain other members of its senior leadership team. The performance-based vesting condition is satisfied upon the achievement of certain Company annual performance targets, including revenue growth and adjusted EBITDA margin, set by the Compensation and Talent Committee of the board of directors of the Company. The target PRSUs are scheduled to vest in three equal annual installments over a three-year period. Each annual installments at 200% of the annual target will be considered granted when the performance targets for the corresponding performance year is determined and approved. The actual number of the PRSUs earned and eligible to vest ranges from 0% to 200% of the annual target number of PRSUs granted based on the weighted-average achievement of such Company annual performance metrics set for the corresponding annual performance period. The vesting and release of the first and second installment is capped at 100% of the target number at the end of the first and second year, respectively, with cumulative achievement over 100%, if any, to be vested and released at the end of the third year, together with the vesting of the third installment. For PRSUs granted
under the Plans, any unvested PRSU award may be accelerated in part or in full upon the occurrence of certain events, such as death or disability, or a change in control, as defined in the grant agreement.
A summary of the Company’s RSU activity, inclusive of PRSU activity, during the six months ended June 30, 2024 is as follows:
| | | | | | | | | | | |
| Outstanding RSUs | | Weighted Average Grant Date Fair Value Per Share |
| (in thousands) | | |
Balance as of December 31, 2023 | 1,074 | (1) | $ | 133.60 | |
Granted | 233 | (2) | $ | 166.97 | |
Vested | (240) | (3) | $ | 127.56 | |
Forfeited | (126) | (4) | $ | 137.67 | |
Balance as of June 30, 2024 | 941 | (5) | $ | 142.84 | |
Outstanding and expected to vest as of June 30, 2024 | 712 | | $ | 139.13 | |
(1)Included 139 thousand PRSUs granted to certain executive officers in 2023, 2022 and 2021.
(2)Included 156 thousand PRSUs g