Notes to Consolidated Financial Statements
1.
|
Nature of the Business
|
LogMeIn, Inc., which is referred to herein as LogMeIn or the Company, provides a portfolio of cloud-based unified communications and collaboration, identity and access management, and customer engagement and support solutions designed to simplify how people connect with each other and the world around them to drive meaningful interactions, deepen relationships, and create better outcomes for individuals and businesses. The Company is headquartered in Boston, Massachusetts with additional locations in North America, South America, Europe, Asia and Australia.
On January 31, 2017, the Company completed its merger with a wholly-owned subsidiary of Citrix Systems, Inc., or Citrix, pursuant to which the Company combined with Citrix’s GoTo family of service offerings known as the GoTo Business, in a Reverse Morris Trust transaction which is referred to herein as the GoTo Merger. On April 3, 2018, the Company completed its acquisition of Jive Communications, Inc., or Jive, a provider of cloud-based phone systems and unified communications services. For additional information regarding the Jive acquisition and the GoTo Merger, see Note 4 to the Consolidated Financial Statements.
In December 2019, the Company entered into an Agreement and Plan of Merger, or the Merger Agreement, with Logan Parent, LLC, or Parent, and Logan Merger Sub, Inc., a wholly owned subsidiary of Parent, or Merger Sub. Pursuant to the terms of the Merger Agreement, Merger Sub would merge with and into LogMeIn, which the Company refers to herein as the Merger. Parent and Merger Sub are controlled by Francisco Partners, a technology-focused global private equity firm, and Evergreen Coast Capital Corp., the technology-focused global private equity affiliate of Elliott Management Corporation, an investment management firm. Assuming the satisfaction of the conditions set forth in the Merger Agreement, the Merger is currently expected to close in mid-2020. The Company recorded $10.9 million in general and administrative expense for Merger-related costs in 2019, primarily for financial advisor fees.
2.
|
Summary of Significant Accounting Policies
|
Principles of Consolidation — The accompanying Consolidated Financial Statements include the results of operations of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company has prepared the accompanying Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America, or GAAP.
Use of Estimates — The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates.
Recently Adopted Accounting Pronouncements —
In August 2018, the Financial Accounting Standards Board, or FASB, issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software: Customers Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, referred to herein as ASU 2018-15. The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. The provisions may be adopted prospectively or retrospectively. ASU 2018-15 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The Company early adopted ASU 2018-15 on a prospective basis effective July 1, 2019. The adoption of this guidance did not have a significant effect on the Company’s condensed consolidated financial statements.
On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), or ASU 2016-02, which requires lessees to recognize most leases on their balance sheet as a right-of-use asset and a lease liability. In general, lease arrangements exceeding a twelve-month term must be recognized as assets and liabilities on the balance sheet. Under ASU 2016-02, a right-of-use asset and lease obligation is recorded for all leases, whether operating or financing, while the income statement reflects lease expense for operating leases and amortization/interest expense for financing leases. The FASB also issued ASU 2018-10, Codification Improvements to Topic 842 Leases, and ASU 2018-11, Targeted Improvements to Topic 842 Leases, which allows the new lease standard to be applied as of the adoption date with a cumulative-effect adjustment to the opening balance of retained earnings rather than retroactive restatement of all periods presented.
59
The Company adopted ASU 2016-02 and related amendments (collectively referred to herein as Topic 842) on January 1, 2019 using the modified retrospective approach applied at the beginning of the period of adoption and recorded operating lease assets of $117.3 million and operating lease liabilities of $123.4 million. The operating lease assets are lower than the operating lease liabilities primarily because previously recorded net deferred rent balances were reclassified into the operating lease assets. There was no impact to retained earnings upon adoption of Topic 842.
The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allowed the Company to carry forward its historical lease classification. In addition, the Company has elected to exempt short-term leases that qualify from recognizing operating lease assets or lease liabilities and has elected to not separate lease and non-lease components for all leases of which it is the lessee. The Company’s non-lease components are primarily related to maintenance costs, which are typically variable in nature and are expensed in the period incurred.
The Company accounts for a contract as a lease when the Company has the right to control the asset for a period of time while obtaining substantially all of the assets’ economic benefits. The Company’s leases are primarily for office space. The Company determines the initial classification and measurement of its operating lease assets and operating lease liabilities at the lease commencement date and thereafter if modified. The lease term includes any renewal options that the Company is reasonably certain to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its estimated incremental borrowing rate for that lease term.
Rent expense for operating leases is recognized on a straight-line basis over the lease term based on the total lease payments and is included in operating expense in the condensed consolidated statements of operations. For finance leases, any interest expense is recognized using the effective interest method and is included within interest expense. Amounts related to finance leases were immaterial as of December 31, 2019.
For all leases, payments that are based on a fixed index or rate are included in the measurement of right-of-use assets and lease liabilities using the index or rate at the lease commencement date. The portion of future payments that vary based on the outcome of future indexes or rates are expensed in the period incurred.
Revenue Recognition — The Company derives its revenue primarily from subscription fees for its premium services, usage fees from its audio services and, to a lesser extent, the sale or lease of telecommunications equipment. Revenue is reported net of applicable sales and use tax, value-added tax and other transaction taxes imposed on the related transaction including mandatory government charges that are passed through to the Company’s customers. Revenue is recognized when control of these services or products are transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the contract’s performance obligations.
The Company determines revenue recognition through the following five steps:
|
•
|
Identification of the contract, or contracts, with a customer
|
|
•
|
Identification of the performance obligations in the contract
|
|
•
|
Determination of the transaction price
|
|
•
|
Allocation of the transaction price to the performance obligations in the contract
|
|
•
|
Recognition of revenue when, or as, performance obligations are satisfied
|
The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.
Disaggregated Revenue — The Company disaggregates revenue from contracts with customers by geography and product grouping, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
60
The Company’s revenue by geography (based on customer address) is as follows:
|
|
Years Ended December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
|
(In thousands)
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
755,220
|
|
|
$
|
933,135
|
|
|
$
|
993,525
|
|
International — all other
|
|
|
234,566
|
|
|
|
270,857
|
|
|
|
266,860
|
|
Total revenue
|
|
$
|
989,786
|
|
|
$
|
1,203,992
|
|
|
$
|
1,260,385
|
|
The Company’s revenue by product grouping is as follows:
|
|
Years Ended December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
|
(In thousands)
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unified communications and collaboration
|
|
$
|
527,412
|
|
|
$
|
672,339
|
|
|
$
|
686,499
|
|
Identity and access management
|
|
|
289,181
|
|
|
|
353,887
|
|
|
|
400,633
|
|
Customer engagement and support
|
|
|
173,193
|
|
|
|
177,766
|
|
|
|
173,253
|
|
Total revenue
|
|
$
|
989,786
|
|
|
$
|
1,203,992
|
|
|
$
|
1,260,385
|
|
Performance Obligations —
Premium Subscription Services — Revenue from the Company’s premium subscription services represents a single promise to provide continuous access (i.e., a stand-ready obligation) to its software solutions and their processing capabilities in the form of a service through one of the Company’s data centers. The Company’s software cannot be run on another entity’s hardware and customers do not have the right to take possession of the software and use it on their own or another entity’s hardware.
As each day of providing access to the software is substantially the same and the customer simultaneously receives and consumes the benefits as access is provided, the Company has determined that its premium subscription services arrangements include a single performance obligation comprised of a series of distinct services. Revenue from the Company’s premium subscription services is recognized over time on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer. Subscription periods range from monthly to multi-year, are typically billed in advance and are non-cancelable.
Audio Services — Revenue from the Company’s audio services represent a single promise to stand-ready to provide access to the Company’s platform. As each day of providing audio services is substantially the same and the customer simultaneously receives and consumes the benefits as access is provided, the Company has determined that its audio services arrangements include a single performance obligation comprised of a series of distinct services. These audio services may include fixed consideration, variable consideration or a combination of the two. Variable consideration in these arrangements is typically a function of the corresponding rate per minute. The Company allocates the variable amount to each distinct service period within the series and recognizes revenue as each distinct service period is performed (i.e., recognized as incurred).
Accounts Receivable, Net — Accounts receivable, net, are amounts due from customers where there is an unconditional right to consideration. Unbilled receivables of $5.4 million and $7.7 million are included in this balance at December 31, 2018 and 2019, respectively. The payment of consideration related to these unbilled receivables is subject only to the passage of time. As of December 31, 2018 and 2019, lease receivables totaled $4.9 million (of which, $2.8 million was long-term and in other assets) and $10.0 million (of which, $5.1 million was long-term and in other assets), respectively.
The Company reviews accounts receivable on a periodic basis to determine if any receivables will potentially be uncollectible. Estimates are used to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to its estimated net realizable value. The estimates are based on an analysis of past due receivables, historical bad debt trends, current economic conditions, and customer specific information. After the Company has exhausted all collection efforts, the outstanding receivable balance relating to services provided is written off against the allowance and the balance related to services not yet delivered is charged as an offset to deferred revenue. Additions to the provision for bad debt are charged to expense.
61
Activity in the provision for bad debt accounts was as follows:
|
|
December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
|
(In thousands)
|
|
Balance beginning of period
|
|
$
|
245
|
|
|
$
|
631
|
|
|
$
|
568
|
|
Provision for bad debt
|
|
|
614
|
|
|
|
1,206
|
|
|
|
1,219
|
|
Uncollectible accounts written off
|
|
|
(228
|
)
|
|
|
(1,269
|
)
|
|
|
(1,336
|
)
|
Balance end of period
|
|
$
|
631
|
|
|
$
|
568
|
|
|
$
|
451
|
|
As of December 31, 2017, 2018 and 2019, the Company also had a sales returns allowance of $1.4 million, $2.2 million and $3.3 million, respectively. Additions to the provision for sales returns are charged against revenues. For the years ended December 31, 2017, 2018 and 2019, the provision for sales returns was $4.1 million, $3.9 million and $2.8 million and write-offs were $2.7 million, $3.1 million and $1.7 million, respectively.
Contract Assets and Contract Liabilities — Contract assets and contract liabilities (deferred revenue) are reported net at the contract level for each reporting period.
Contract Assets — Contract assets primarily relate to unbilled amounts typically resulting from sales contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. The contract assets are transferred to accounts receivable when the rights become unconditional. The Company had contract assets of $2.3 million as of December 31, 2018 ($1.3 million included in prepaid and other current assets and $1.0 million included in other assets) and $7.9 million as of December 31, 2019 ($4.4 million included in prepaid and other current assets and $3.5 million included in other assets).
Contract Liabilities (Deferred Revenue) — Deferred revenue primarily consists of billings and payments received in advance of revenue recognition. The Company primarily bills and collects payments from customers for its services in advance on a monthly and annual basis. The Company initially records subscription fees as deferred revenue and then recognizes revenue as performance obligations are satisfied over the subscription period. Typically, subscriptions automatically renew at the end of the subscription period unless the customer specifically terminates it prior to the end of the period. Deferred revenue to be recognized within the next twelve months is included in current deferred revenue, and the remaining amount is included in long-term deferred revenue in the consolidated balance sheets.
For the year ended December 31, 2018, revenue recognized related to deferred revenue at January 1, 2018 was approximately $341 million. For the year ended December 31, 2019, revenue recognized related to deferred revenue at January 1, 2019 was approximately $368 million. As of December 31, 2019, approximately $663 million of revenue is expected to be recognized from remaining performance obligations, including backlog, primarily over the next two years.
Changes in contract balances for the year ended December 31, 2019 are as follows:
|
|
Deferred Revenue
|
|
|
|
Current
|
|
|
Non-
Current
|
|
|
Total
|
|
|
|
(In thousands)
|
|
Balance as of January 1, 2019
|
|
$
|
369,780
|
|
|
$
|
9,518
|
|
|
$
|
379,298
|
|
Increase (decrease), net
|
|
|
20,307
|
|
|
|
8,558
|
|
|
|
28,865
|
|
Balance as of December 31, 2019
|
|
$
|
390,087
|
|
|
$
|
18,076
|
|
|
$
|
408,163
|
|
Concentrations of Credit Risk and Significant Customers — The Company’s principal credit risk relates to its cash, cash equivalents, restricted cash and accounts receivable. Cash, cash equivalents and restricted cash are deposited primarily with financial institutions that management believes to be of high-credit quality. To manage accounts receivable credit risk, the Company regularly evaluates the creditworthiness of its customers and maintains allowances for potential credit losses. To date, losses resulting from uncollected receivables have not exceeded management’s expectations.
As of December 31, 2018 and 2019, no customers accounted for more than 10% of accounts receivable and there were no customers that represented 10% or more of revenue for the years ended December 31, 2017, 2018 and 2019.
Costs to Obtain and Fulfill a Contract — The Company’s incremental costs of obtaining a contract consist of sales commissions and the related fringe benefits. Sales commissions and fringe benefits paid on renewals are not commensurate with sales commissions paid on the initial contract. Sales commissions and fringe benefits are deferred and amortized on a straight-line basis over the period of benefit, which the Company has estimated to be three to four years, for initial contracts and amortized over the renewal period for renewal contracts, typically one year. The period of benefit was determined based on an average customer contract term, expected contract renewals,
62
changes in technology and the Company’s ability to retain customers. Deferred commissions are classified as current or noncurrent assets based on the timing the expense will be recognized. The current and noncurrent portions of deferred commissions are included in prepaid expenses and other current assets and other assets, respectively, in the Company’s consolidated balance sheets. As of December 31, 2018 and 2019, the Company had $33.7 million of current deferred commissions and $31.2 million of noncurrent deferred commissions, and $49.7 million of current deferred commissions and $53.1 million of noncurrent deferred commissions, respectively. Commissions expense is primarily included in sales and marketing expense on the consolidated statements of operations. The Company had amortization expense of $20.6 million and $41.8 million related to deferred commissions during the years ended December 31, 2018 and 2019, respectively. Other costs incurred to fulfill contracts have been immaterial to date.
Restricted Cash — As of December 31, 2018 and 2019, restricted cash totaled $1.8 million and $1.9 million, respectively, and related to security deposits for certain leased facilities.
Property and Equipment — Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is reflected in the consolidated statements of operations. Expenditures for maintenance and repairs are charged to expense as incurred. Estimated useful lives of assets are as follows:
Buildings
|
|
30 years
|
Site and building improvements
|
|
5 — 10 years
|
Computer equipment
|
|
3 years
|
Software
|
|
2 — 5 years
|
Office equipment
|
|
3 years
|
Furniture and fixtures
|
|
5 years
|
Leasehold improvements
|
|
Shorter of lease term
or estimated useful life
|
Segment Data — Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision-maker or decision-making group when making decisions regarding resource allocation and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company, whose management uses consolidated financial information in determining how to allocate resources and assess performance, has determined that it operates in one segment.
The Company’s long-lived assets by geography are as follows:
|
|
December 31,
|
|
|
|
2018
|
|
|
2019
|
|
|
|
(In thousands)
|
|
Long-lived assets:
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
75,161
|
|
|
$
|
72,040
|
|
International
|
|
|
23,077
|
|
|
|
27,117
|
|
Total long-lived assets
|
|
$
|
98,238
|
|
|
$
|
99,157
|
|
Goodwill — Goodwill is the excess of the acquisition price over the fair value of the tangible and identifiable intangible net assets acquired. The Company does not amortize goodwill, but performs an impairment test of goodwill annually or whenever events and circumstances indicate that the carrying amount of goodwill may exceed its fair value. The Company operates as a single operating segment with one reporting unit and consequently evaluates goodwill for impairment based on an evaluation of the fair value of the Company as a whole. As of November 30, 2019, the Company’s measurement date, the fair value of the Company as a whole exceeded the carrying amount of the Company. Through December 31, 2019, no events have been identified indicating an impairment.
Long-Lived Assets and Intangible Assets — The Company records intangible assets at their respective estimated fair values at the date of acquisition. Intangible assets are being amortized based upon the pattern in which their economic benefit will be realized, or if this pattern cannot be reliably determined, using the straight-line method over their estimated useful lives, which range up to eleven years.
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including intangible assets, may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. Through December 31, 2019, the Company recorded no material impairments.
63
Legal Costs — Legal expenditures are expensed as incurred.
Advertising Costs — The Company expenses advertising costs as incurred. Advertising expense for the years ended December 31, 2017, 2018 and 2019 was approximately $100.2 million, $112.8 million and $128.8 million, respectively, which consisted primarily of online paid searches, banner advertising and other online marketing and is included in sales and marketing expense in the accompanying consolidated statements of operations.
Research and Development — Research and development expenditures are expensed as incurred.
Software Development Costs — The Company capitalizes certain direct costs to develop functionality as well as certain upgrades and enhancements of its on-demand products that are probable to result in additional functionality. The costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized as part of intangible assets until the software is substantially complete and ready for its intended use. Internally developed software costs that are capitalized are classified as intangible assets and amortized over a period of two to three years.
Foreign Currency Translation — The functional currency of operations outside the United States of America is deemed to be the currency of the local country, unless otherwise determined that the United States dollar would serve as a more appropriate functional currency given the economic operations of the entity. Accordingly, the assets and liabilities of the Company’s foreign subsidiaries are translated into United States dollars using the period-end exchange rate, and income and expense items are translated using the average exchange rate during the period. Cumulative translation adjustments are reflected as a separate component of equity. Foreign currency transaction gains and losses are charged to operations.
Derivative Financial Instruments — The Company’s earnings and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. The Company uses foreign currency forward contracts to manage exposure to fluctuations in foreign exchange rates that arise from receivables and payables denominated in foreign currencies. The Company does not designate foreign currency forward contracts as hedges for accounting purposes, and changes in the fair value of these instruments are recognized immediately in earnings. Because the Company enters into forward contracts only as an economic hedge, any gain or loss on the underlying foreign-denominated balance would be offset by the loss or gain on the forward contract. Gains and losses on forward contracts and foreign denominated receivables and payables are included in foreign currency net gains and losses.
As of December 31, 2018 and 2019, the Company had outstanding forward contracts with notional amounts equivalent to the following:
|
|
December 31,
|
|
|
|
2018
|
|
|
2019
|
|
Currency Hedged
|
|
(In thousands)
|
|
Euro / Canadian Dollar
|
|
$
|
537
|
|
|
$
|
—
|
|
Euro / U.S. Dollar
|
|
|
5,203
|
|
|
|
3,503
|
|
Euro / British Pound
|
|
|
3,809
|
|
|
|
—
|
|
British Pound / U.S. Dollar
|
|
|
563
|
|
|
|
858
|
|
Euro / Hungarian Forint
|
|
|
—
|
|
|
|
3,139
|
|
U.S. Dollar / Canadian Dollar
|
|
|
4,504
|
|
|
|
1,810
|
|
Total
|
|
$
|
14,616
|
|
|
$
|
9,310
|
|
Net realized and unrealized foreign currency gains and losses were net losses of $0.1 million, $0.6 million and $0.6 million for the years ended December 31, 2017, 2018 and 2019, respectively, which are included in other income (expense), net in the consolidated statements of operations. Excluding the underlying foreign currency exposure being hedged, net realized and unrealized gains and losses on forward contracts included in foreign currency gains and losses was a net loss of $0.3 million for both the years ended December 31, 2017 and 2019, and a net gain of $0.5 million for the year ended December 31, 2018.
Stock-Based Compensation — The Company measures all stock-based compensation awards, primarily restricted stock units, at fair value on the date of grant and recognizes the expense over the requisite service period, which is generally the vesting period, on a straight-line basis.
Income Taxes — Deferred income taxes are provided for the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss carryforwards and credits using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. At each balance sheet date, the Company assesses the likelihood that deferred tax assets will be realized and recognizes a valuation allowance if it is more likely than not that some portion of the deferred tax assets will not be realized. This assessment requires judgment as to the likelihood and amounts of future taxable income by tax jurisdiction.
64
The Company evaluates its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings is more likely than not to be realized. Potential interest and penalties associated with any uncertain tax positions are recorded as a component of income tax expense.
Net Income (Loss) Per Share — Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted net income per share is computed by dividing net income by the sum of the weighted average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential common shares outstanding from the assumed exercise of stock options, the vesting of restricted stock units and the issuance of shares for the 2019 Employee Stock Purchase Plan, or ESPP.
The Company excluded the following options to purchase common shares and restricted stock units from the computation of diluted net income per share because they had an anti-dilutive impact:
|
|
Years Ended December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
|
(In thousands)
|
|
Options to purchase common shares
|
|
|
—
|
|
|
|
—
|
|
|
|
39
|
|
Restricted stock units
|
|
|
65
|
|
|
|
150
|
|
|
|
1,787
|
|
Total options and restricted stock units
|
|
|
65
|
|
|
|
150
|
|
|
|
1,826
|
|
Basic and diluted net income (loss) per share was calculated as follows:
|
|
Years Ended December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
|
(In thousands, except per share data)
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
99,523
|
|
|
$
|
74,371
|
|
|
$
|
(14,555
|
)
|
Weighted average common shares outstanding, basic
|
|
|
50,433
|
|
|
|
51,814
|
|
|
|
49,586
|
|
Net income (loss) per share, basic
|
|
$
|
1.97
|
|
|
$
|
1.44
|
|
|
$
|
(0.29
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
99,523
|
|
|
$
|
74,371
|
|
|
$
|
(14,555
|
)
|
Weighted average common shares outstanding
|
|
|
50,433
|
|
|
|
51,814
|
|
|
|
49,586
|
|
Add: Common stock equivalents
|
|
|
1,030
|
|
|
|
682
|
|
|
|
—
|
|
Weighted average common shares outstanding,
diluted
|
|
|
51,463
|
|
|
|
52,496
|
|
|
|
49,586
|
|
Net income (loss) per share, diluted
|
|
$
|
1.93
|
|
|
$
|
1.42
|
|
|
$
|
(0.29
|
)
|
Guarantees and Indemnification Obligations — As permitted under Delaware law, the Company has agreements whereby the Company indemnifies certain of its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. As permitted under Delaware law, the Company also has similar indemnification obligations under its certificate of incorporation and bylaws. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has directors’ and officers’ insurance coverage that the Company believes limits its exposure and enables it to recover a portion of any future amounts paid.
In the ordinary course of business, the Company enters into agreements with certain customers that contractually obligate the Company to provide indemnifications of varying scope and terms with respect to certain matters including, but not limited to, losses arising out of the breach of such agreements, from the services provided by the Company or claims alleging that the Company’s products infringe third-party patents, copyrights, or trademarks. The term of these indemnification obligations is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these indemnification obligations is, in many cases, unlimited. Through December 31, 2019, the Company has not experienced any losses related to these indemnification obligations.
65
Recently Issued Accounting Pronouncements —
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), referred to herein as ASU 2016-13, which significantly changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 replaces the existing incurred loss model with an expected credit loss model that requires entities to estimate an expected lifetime credit loss on most financial assets and certain other instruments. ASU 2016-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. The Company has assessed the impact of the adoption of ASU 2016-13, and the adoption is not expected to have a material impact on its Consolidated Financial Statements.
3.
|
Fair Value of Financial Instruments
|
The carrying value of the Company’s financial instruments, including cash equivalents, restricted cash, accounts receivable and accounts payable, approximate their fair values due to their short maturities. The debt outstanding under the variable-rate credit facility approximates fair value. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:
|
•
|
Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company at the measurement date.
|
|
•
|
Level 2: Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
•
|
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Money market funds and time deposits are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. Certificates of deposit, commercial paper and certain U.S. government agency securities are classified within Level 2 of the fair value hierarchy. These instruments are valued based on quoted prices in markets that are not active or based on other observable inputs consisting of market yields, reported trades and broker/dealer quotes.
The principal market in which the Company executes foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants are usually large financial institutions. The Company’s foreign currency contracts’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve significant management judgment. These contracts are typically classified within Level 2 of the fair value hierarchy.
The Company’s Level 3 liability at December 31, 2019 consisted of contingent consideration related to a 2019 acquisition, as described further in Note 4 below. The remaining contingent consideration liability of $2.0 million is based on the achievement of certain development milestones and was paid in January 2020. The Company’s significant financial assets and liabilities are measured at fair value in the table below (in thousands), which excludes cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value.
|
|
Fair Value Measurements
December 31, 2018
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Financial assets (liabilities):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents - money market funds
|
|
$
|
7,207
|
|
|
$
|
19,943
|
|
|
$
|
—
|
|
|
$
|
27,150
|
|
Forward contracts ($14.6 million notional
amount)
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
66
|
|
Fair Value Measurements
December 31, 2019
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Financial assets (liabilities):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents - money market funds
|
|
$
|
1,183
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,183
|
|
Forward contracts ($9.3 million notional
amount)
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
20
|
|
Contingent consideration liability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,000
|
)
|
|
$
|
(2,000
|
)
|
The Company completed the following acquisitions in 2019, 2018 and 2017:
|
•
|
In 2019, the Company completed the acquisition of an Israeli-based company specializing in artificial intelligence on February 6, 2019 and the acquisition of a California-based provider of multi-factor and single-sign-on services on February 21, 2019.
|
|
•
|
In 2018, the Company completed the acquisition of Jive Communications, Inc., or Jive, on April 3, 2018.
|
|
•
|
In 2017, the Company completed its GoTo Merger with Citrix Systems, Inc.’s wholly-owned subsidiary on January 31, 2017 and the acquisition of Nanorep Technologies Ltd, or Nanorep, on July 31, 2017.
|
The results of operations of these acquired businesses have been included in the Company’s Consolidated Financial Statements beginning on their respective acquisition dates.
These acquisitions have been accounted for as business combinations. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the respective acquisition date. The fair values of intangible assets were based on valuations primarily using an income approach, with estimates and assumptions provided by management of the acquired companies and the Company. The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill.
In the years ended December 31, 2017, 2018 and 2019, acquisition-related costs were $59.8 million, $22.9 million and $12.9 million, respectively, included in general and administrative expenses in the consolidated statements of operations. Acquisition-related costs are associated with the acquisitions of businesses and intellectual property and include transaction, transition and integration-related charges (including legal, accounting and other professional fees, severance and retention bonuses) and subsequent adjustments to the Company’s initial estimated amount of contingent consideration associated with acquisitions. Acquisition-related costs for the year ended December 31, 2017 were primarily related to the GoTo Merger and included $29.4 million in transaction, transition, and integration-related expenses, $12.8 million in integration-related severance costs, and $16.6 million of retention-based bonuses, of which $10.0 million was related to the GoTo Merger. Acquisition-related costs for the year ended December 31, 2018 consisted of $8.2 million in transaction, transition and integration-related expenses, primarily for the acquisition of Jive, $3.5 million in integration-related severance costs, and $11.2 million of retention-based bonuses primarily related to the Jive and Nanorep acquisitions. Acquisition-related costs for the year ended December 31, 2019 consisted of $2.3 million of transaction, transition and integration-related expenses, primarily for the 2019 acquisitions and $10.6 million of retention-based bonuses primarily related to the Jive and the 2019 acquisitions.
2019 Acquisitions
On February 6, 2019, the Company acquired substantially all of the assets of an Israeli-based company specializing in artificial intelligence, or A.I., and speech-to-text recognition, pursuant to an asset purchase agreement. The Company completed the acquisition for $5.0 million in cash and potential acquisition-related contingent consideration totaling up to $4.0 million contingent upon the achievement of certain development milestones. This contingent consideration liability was recorded at an estimated fair value of $3.2 million at the acquisition date. The Company paid $2.0 million of the contingent consideration in 2019 and recorded $0.8 million of expense related to the change in fair value of the contingent consideration liability. The remaining $2.0 million was paid in January 2020. The Company accounted for the acquisition as a business combination. Assets acquired were primarily intellectual property. The Company’s purchase price allocation of the $8.2 million purchase consideration was $5.1 million of completed technology and $3.1 million of goodwill. The Company finalized the allocation of the purchase price in the second quarter of 2019. Additionally, the Company expects to pay up to $2.0 million in retention-based bonus payments to certain employees upon the achievement of specified retention milestones over the two-year period following the closing of the transaction.
67
On February 21, 2019, the Company acquired a California-based provider of multi-factor and single-sign-on, or SSO, services pursuant to a merger agreement dated February 13, 2019 for $17.5 million, net of cash acquired. The Company accounted for the acquisition as a business combination. The Company’s purchase price allocation of the $17.5 million purchase consideration was $11.8 million of completed technology, $8.7 million of goodwill and $0.1 million of other current assets partially offset by $0.3 million of current liabilities and $2.9 million of a long-term deferred tax liability, net, primarily related to the amortization of intangible assets which cannot be deducted for tax purposes. The Company finalized the allocation of the purchase price in the fourth quarter of 2019. Additionally, the Company expects to pay up to $4.4 million in retention-based bonus payments to certain employees upon the achievement of specified retention milestones over a three-year period following the closing of the transaction.
The operating results of these February 2019 acquisitions, which have been included in the Company’s results since the date of the acquisitions, are not material. Accordingly, pro forma financial information for these business combinations has not been presented.
2018 Acquisition
Jive Communications, Inc.
On April 3, 2018, the Company acquired all of the outstanding equity of Jive Communications, Inc., a provider of cloud-based phone systems and unified communications services for $342.1 million, net of cash acquired. The Company funded the purchase price through a combination of existing cash on-hand and a $200.0 million revolving loan borrowed pursuant to its existing credit agreement.
Additionally, the Company expects to pay up to $15 million in retention-based bonus payments to certain employees of Jive upon the achievement of specified retention milestones over the two-year period following the closing of the transaction, of which $5.7 million had been paid as of December 31, 2019. At the time of the closing, Jive had approximately 700 employees and fiscal year 2017 revenue was approximately $80 million. The operating results of Jive have been included in the Company’s results since the date of the acquisition. The Company continues to integrate Jive into its business and has begun selling new bundled product offerings. In 2019, stand-alone Jive revenue and operating income are not provided as the continued integration of the business and go-to-market strategy made these metrics incomparable to prior periods.
The acquisition was accounted for under the acquisition method of accounting. The acquisition method of accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The fair value of assets acquired and liabilities assumed has been recognized based on management’s estimates and assumptions using the information about facts and circumstances that existed at the acquisition date.
The following table summarizes the Company’s purchase price allocation (in thousands):
Cash
|
|
$
|
2,571
|
|
Accounts receivable
|
|
|
11,986
|
|
Property and equipment
|
|
|
2,492
|
|
Prepaid expenses and other current assets
|
|
|
2,511
|
|
Other assets
|
|
|
2,255
|
|
Intangible assets:
|
|
|
|
|
Completed technology (9 years)
|
|
|
35,200
|
|
Customer relationships (10 years)
|
|
|
117,500
|
|
Trade name (2 years)
|
|
|
900
|
|
Deferred revenue
|
|
|
(5,498
|
)
|
Accounts payable and accrued liabilities
|
|
|
(7,685
|
)
|
Deferred tax liabilities, net
|
|
|
(25,223
|
)
|
Goodwill
|
|
|
207,634
|
|
Total purchase consideration
|
|
|
344,643
|
|
Less: cash acquired
|
|
|
(2,571
|
)
|
Total purchase consideration, net of cash acquired
|
|
$
|
342,072
|
|
The useful lives of the identifiable intangible assets acquired range from 2 to 10 years with a weighted average useful life of 9.7 years. The goodwill recorded in connection with this transaction is primarily related to the expected opportunities to be achieved as a result of the Company’s ability to leverage its customer base, sales force and business plan with Jive’s product, technical expertise and customer base. All goodwill and intangible assets acquired are not deductible for income tax purposes.
68
The Company recorded a long-term deferred tax liability, net, of $25.2 million primarily related to definite-lived intangible assets which cannot be deducted for tax purposes, partially offset by deferred tax assets primarily related to net operating losses acquired.
The unaudited financial information in the table below summarizes the combined results of operations of the Company, including Jive, on a pro forma basis, as though the acquisition had been consummated as of the beginning of 2017, including amortization charges from acquired intangible assets, interest expense on borrowings and lower interest income in connection with the Company’s funding of the acquisition with existing cash and cash equivalents and borrowings under its credit facility, the inclusion of expense related to retention-based bonuses assuming full achievement of the retention requirements, the reclassification of acquisition-related costs of the Company and Jive incurred up to the transaction closing date, the effect of acquisition accounting on the fair value of acquired deferred revenue and the related tax effects. Any impact on the Jive pro forma net deferred tax liabilities as a result of the reduction in the federal corporate tax rate resulting from the Tax Cuts and Jobs Act of 2017, or the U.S. Tax Act, enacted on December 22, 2017 has been excluded. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition taken place at the beginning of 2017.
Unaudited Pro Forma Financial Information (in millions except per share amounts)
|
|
Years Ended December 31,
|
|
|
|
(unaudited)
|
|
|
|
2017
|
|
|
2018
|
|
Pro forma revenue
|
|
$
|
1,067.7
|
|
|
$
|
1,227.9
|
|
Pro forma net income
|
|
$
|
68.7
|
|
|
$
|
65.0
|
|
Pro forma net income per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
1.36
|
|
|
$
|
1.26
|
|
Diluted
|
|
$
|
1.34
|
|
|
$
|
1.24
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
50.4
|
|
|
|
51.8
|
|
Diluted
|
|
|
51.5
|
|
|
|
52.5
|
|
2017 Acquisitions
Nanorep Technologies Ltd.
On July 31, 2017, the Company acquired all of the outstanding equity interests in Nanorep Technologies Ltd., or Nanorep, an Israeli provider of artificial intelligence, chatbot and virtual assistant services, for $43.2 million, net of cash acquired. Additionally, the Company expected to pay up to $5 million in cash to certain employees of Nanorep contingent upon their continued service over the two-year period following the closing of the acquisition and, in some cases, the achievement of specified performance conditions, all of which had been paid as of December 31, 2019. At the time of the acquisition, Nanorep had approximately 55 employees and annualized revenue of approximately $5 million. The operating results of Nanorep, which have been included in the Company’s results since the date of the acquisition are not material. Accordingly, pro forma financial information for the business combination has not been presented.
GoTo Business
On January 31, 2017, the Company completed its merger with a wholly-owned subsidiary of Citrix, pursuant to which the Company combined with Citrix’s GoTo family of service offerings known as the GoTo Business. In connection with the GoTo Merger, the Company issued 26.9 million shares of its common stock to Citrix stockholders and an additional 0.4 million of the Company’s restricted stock units in substitution for certain outstanding Citrix restricted stock units held by the GoTo Business employees. Based on the Company’s closing stock price of $108.10 on January 31, 2017 as reported by the NASDAQ Global Select Market, the total value of the shares of LogMeIn common stock issued to Citrix stockholders in connection with the GoTo Merger was $2.9 billion. In October 2017, pursuant to the terms of the merger agreement, the Company paid $3.3 million of additional purchase price for final adjustments related to defined targets for cash and cash equivalents and non-cash working capital.
As of the date of the GoTo Merger, the operations of the GoTo Business have been included in the Company’s operating results. Since the GoTo Merger, the operating costs of the GoTo Business have been integrated with the operating costs of the Company and therefore, the Company has not provided operating income for the GoTo Business. Further, in 2018, stand-alone GoTo Business revenue was not reported because the Company’s continued integration of its go-to-market strategy made this metric incomparable to prior periods. During the years ended December 31, 2017, 2018 and 2019, the Company recorded amortization of acquired intangibles of $172.6 million, $224.1 million and $210.9 million, respectively.
69
The completion of the GoTo Merger and the acquisition of the GoTo Business has resulted in a combined company with the scale, employees, products and customer base needed to lead large markets, support a more global customer base and compete against a variety of different solution providers of all sizes. Goodwill of $2.1 billion was recognized for the excess purchase consideration over the estimated fair value of the assets acquired, which included $1.2 billion of acquired intangible assets. Goodwill and intangible assets recorded as part of the acquisition are not deductible for tax purposes. The Company also recorded a deferred tax liability, net, which was primarily related to the amortization of intangible assets which cannot be deducted for tax purposes and which was partially offset by deferred tax assets primarily related to the pre-combination services of the Company’s restricted stock units issued in substitution for the outstanding Citrix restricted stock units pursuant to the GoTo Merger agreement.
The unaudited financial information in the table below summarizes the combined results of operations of the Company, including the GoTo Business, on a pro forma basis, as though the GoTo Merger had been consummated as of the beginning of 2016, including amortization charges from acquired intangible assets, the effect of acquisition accounting on the fair value of acquired deferred revenue, the inclusion of expense related to retention-based bonuses assuming full achievement of the retention requirements, the reclassification of all acquisition-related costs incurred by the Company and the GoTo Business as of the beginning of 2016 through the first quarter of 2017 (the quarter the GoTo Merger was completed), and the related tax effects. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2016.
Unaudited Pro Forma Financial Information (in millions except per share amounts)
|
|
Year Ended
December 31, 2017
|
|
|
|
(unaudited)
|
|
Pro forma revenue
|
|
$
|
1,060.7
|
|
Pro forma net income
|
|
$
|
129.3
|
|
Pro forma net income per share:
|
|
|
|
|
Basic
|
|
$
|
2.46
|
|
Diluted
|
|
$
|
2.41
|
|
Pro forma weighted average shares outstanding:
|
|
|
|
|
Basic
|
|
|
52.7
|
|
Diluted
|
|
|
53.7
|
|
Divestiture of Xively
On February 9, 2018, the Company and certain of its subsidiaries entered into an agreement to sell its Xively business. On March 20, 2018, the Company completed the sale for consideration of $49.9 million, comprised of $42.4 million of cash received in the first quarter of 2018 and $7.5 million of receivables held back as an escrow by the buyer, as an exclusive security in the event of the Company’s breach of any of the representations and warranties in the definitive agreement. The Company received the $7.5 million escrow payment in September 2019.
The Xively disposition resulted in a gain of $33.9 million recorded in 2018, comprised of the present value of the $49.6 million received as consideration less net assets disposed of $13.3 million and transaction costs of $2.4 million. The net assets disposed are primarily comprised of $14.0 million of goodwill allocated to the Xively business. The sale of the Xively business does not constitute a significant strategic shift that will have a material impact on the Company’s ongoing operations and financial results. Accordingly, pro forma information for the divestiture of Xively has not been presented.
6.
|
Goodwill and Intangible Assets
|
The changes in the carrying amounts of goodwill for the years ended December 31, 2018 and 2019 are primarily due to the acquisition of Jive, the reduction of goodwill resulting from the divestiture of the Xively business in 2018, and the 2019 acquisitions. For additional information regarding the acquisitions, see Note 4 to the Consolidated Financial Statements. For additional information regarding the Xively divestiture, see Note 5 to the Consolidated Financial Statements.
70
Changes in goodwill for the years ended December 31, 2018 and 2019 are as follows (in thousands):
Balance, January 1, 2018
|
|
$
|
2,208,725
|
|
Goodwill resulting from the divestiture of Xively
|
|
|
(14,000
|
)
|
Goodwill related to the acquisition of Jive
|
|
|
207,634
|
|
Foreign currency translation adjustments
|
|
|
(1,969
|
)
|
Balance, December 31, 2018
|
|
|
2,400,390
|
|
Goodwill resulting from 2019 acquisitions
|
|
|
11,790
|
|
Foreign currency translation adjustments
|
|
|
2,107
|
|
Balance, December 31, 2019
|
|
$
|
2,414,287
|
|
Intangible assets consist of the following (in thousands):
|
|
December 31, 2018
|
|
|
December 31, 2019
|
|
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net
Carrying
Amount
|
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net
Carrying
Amount
|
|
|
Weighted
Average Life
Remaining
(in years)
|
|
Identifiable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
920,265
|
|
|
$
|
294,362
|
|
|
$
|
625,903
|
|
|
$
|
918,234
|
|
|
$
|
440,496
|
|
|
$
|
477,738
|
|
|
|
5.6
|
|
Technology
|
|
|
481,776
|
|
|
|
132,895
|
|
|
|
348,881
|
|
|
|
497,892
|
|
|
|
216,318
|
|
|
|
281,574
|
|
|
|
6.1
|
|
Trade names and trademarks
|
|
|
70,985
|
|
|
|
20,685
|
|
|
|
50,300
|
|
|
|
70,778
|
|
|
|
30,780
|
|
|
|
39,998
|
|
|
|
6.1
|
|
Other
|
|
|
3,577
|
|
|
|
1,319
|
|
|
|
2,258
|
|
|
|
3,575
|
|
|
|
1,639
|
|
|
|
1,936
|
|
|
|
6.0
|
|
Internally developed
software
|
|
|
66,361
|
|
|
|
33,715
|
|
|
|
32,646
|
|
|
|
104,410
|
|
|
|
65,229
|
|
|
|
39,181
|
|
|
|
1.5
|
|
|
|
$
|
1,542,964
|
|
|
$
|
482,976
|
|
|
$
|
1,059,988
|
|
|
$
|
1,594,889
|
|
|
$
|
754,462
|
|
|
$
|
840,427
|
|
|
|
|
|
In 2018, the Company capitalized $0.9 million for trade names, $117.5 million for customer relationships and $35.2 million for technology as intangible assets in connection with the acquisition of Jive and acquired a domain name for $2.5 million. In 2019, the Company capitalized $16.9 million for technology as intangible assets in connection with its 2019 acquisitions. The Company also capitalized $31.4 million and $39.9 million during the years ended December 31, 2018 and 2019, respectively, of costs related to internally developed software to be sold as a service incurred during the application development stage and is amortizing these costs over the expected lives of the related services.
The Company is amortizing its intangible assets based upon the pattern in which their economic benefit will be realized, or if this pattern cannot be reliably determined, using the straight-line method over their estimated useful lives. Amortization relating to technology, documented know-how (other) and internally developed software is recorded within cost of revenue and the amortization of trade names and trademarks, customer relationships, and domain names (other) is recorded within operating expenses. Amortization expense for intangible assets consisted of the following (in thousands):
|
|
Years Ended December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
|
(In thousands)
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of internally developed software
|
|
$
|
8,540
|
|
|
$
|
22,723
|
|
|
$
|
33,340
|
|
Amortization of acquired intangibles(1)
|
|
|
48,676
|
|
|
|
72,705
|
|
|
|
83,694
|
|
Sub-Total amortization of intangibles in
cost of revenue
|
|
|
57,216
|
|
|
|
95,428
|
|
|
|
117,034
|
|
Amortization of acquired intangibles(1)
|
|
|
134,342
|
|
|
|
172,539
|
|
|
|
157,569
|
|
Total amortization of intangibles
|
|
$
|
191,558
|
|
|
$
|
267,967
|
|
|
$
|
274,603
|
|
(1)
|
Total amortization of acquired intangibles was $183.0 million, $245.2 million and $241.3 million for the years ended December 31, 2017, 2018 and 2019, respectively.
|
71
Future estimated amortization expense for intangible assets at December 31, 2019 is as follows:
|
|
Amount
|
|
Amortization Expense (Years Ending December 31)
|
|
(In thousands)
|
|
2020
|
|
$
|
239,026
|
|
2021
|
|
|
190,939
|
|
2022
|
|
|
145,539
|
|
2023
|
|
|
115,467
|
|
2024
|
|
|
90,226
|
|
Thereafter
|
|
|
59,230
|
|
Total
|
|
$
|
840,427
|
|
7.
|
Property and Equipment
|
Property and equipment consisted of the following:
|
|
December 31,
|
|
|
|
2018
|
|
|
2019
|
|
|
|
(In thousands)
|
|
Land, buildings and site improvements
|
|
$
|
34,394
|
|
|
$
|
34,425
|
|
Computer equipment and software
|
|
|
83,261
|
|
|
|
101,134
|
|
Office equipment
|
|
|
10,189
|
|
|
|
12,853
|
|
Furniture & fixtures
|
|
|
19,214
|
|
|
|
21,023
|
|
Construction in progress
|
|
|
6,080
|
|
|
|
2,231
|
|
Leasehold improvements
|
|
|
30,785
|
|
|
|
35,650
|
|
Total property and equipment
|
|
|
183,923
|
|
|
|
207,316
|
|
Less accumulated depreciation
|
|
|
(85,685
|
)
|
|
|
(108,159
|
)
|
Property and equipment, net
|
|
$
|
98,238
|
|
|
$
|
99,157
|
|
Depreciation expense for property and equipment was $29.8 million, $33.1 million and $30.0 million for the years ended December 31, 2017, 2018 and 2019, respectively.
Accrued liabilities consisted of the following:
|
|
December 31,
|
|
|
|
2018
|
|
|
2019
|
|
|
|
(In thousands)
|
|
Marketing programs
|
|
$
|
13,857
|
|
|
$
|
11,748
|
|
Compensation and benefits-related
|
|
|
42,024
|
|
|
|
44,631
|
|
Merger and acquisition-related(1)
|
|
|
6,407
|
|
|
|
23,065
|
|
Other accrued liabilities
|
|
|
57,091
|
|
|
|
82,552
|
|
Total accrued liabilities
|
|
$
|
119,379
|
|
|
$
|
161,996
|
|
(1)
|
Merger and acquisition-related costs include transaction, transition and integration-related fees and expenses and acquisition retention-based bonus costs.
|
9.
|
2019 Restructuring Charges
|
On February 11, 2019, the Company’s Board of Directors approved a global restructuring plan, including a reduction in force and the consolidation of certain leased facilities to streamline its organization and reallocate resources to better align with the Company’s current strategic goals.
For the year ended December 31, 2019, the Company recorded restructuring charges of $14.5 million, with $9.6 million attributable to termination benefits associated with approximately 110 employees and $4.9 million attributable to vacating certain leased facilities.
72
As of December 31, 2019, a restructuring charge accrual of $0.7 million is included in accrued liabilities in the consolidated balance sheet. The following table summarizes restructuring activity for the year ended December 31, 2019:
|
|
Employee severance
and related costs
|
|
|
Facility-related
costs
|
|
|
Total
|
|
|
|
(In thousands)
|
|
Balance, January 1, 2019
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges to operations, net
|
|
|
9,593
|
|
|
|
4,875
|
|
|
|
14,468
|
|
Cash disbursements
|
|
|
(9,158
|
)
|
|
|
(364
|
)
|
|
|
(9,522
|
)
|
Property and equipment impairment
|
|
|
—
|
|
|
|
(3,164
|
)
|
|
|
(3,164
|
)
|
Operating lease asset impairment
|
|
|
—
|
|
|
|
(1,051
|
)
|
|
|
(1,051
|
)
|
Foreign exchange impact and other
|
|
|
(38
|
)
|
|
|
—
|
|
|
|
(38
|
)
|
Balance, December 31, 2019
|
|
$
|
397
|
|
|
$
|
296
|
|
|
$
|
693
|
|
At the end of July 2019, the Company vacated its Mountain View, California office however, the existing lease space will not expire until July 2023. The Company’s facility-related restructuring charge includes $3.2 million for the impairment of property and equipment and $1.1 million for the impairment of the operating lease asset. The operating lease impairment adjusted the operating lease asset to $3.5 million as of December 31, 2019 to reflect future committed sublease proceeds. The operating lease liability related to this facility is $5.2 million as of December 31, 2019.
In addition to the cash disbursements of $9.5 million in the above table, the Company made $0.6 million of lease payments after exiting this facility.
As of December 31, 2019 the Company had operating lease agreements for offices in the United States, Hungary, Germany, Australia, the United Kingdom, Ireland, Israel, India, Canada, Brazil, Guatemala, and Mexico.
On January 1, 2019, the Company adopted Topic 842 using the modified retrospective approach. The Company recorded operating lease assets (right-of-use assets) of $117.3 million and operating lease liabilities of $123.4 million. There was no impact to retained earnings upon adoption of Topic 842. The underlying assets of the Company’s leases are primarily office space. The Company determines if an arrangement qualifies as a lease at the inception of the lease.
As a practical expedient permitted under Topic 842, the Company has elected to account for the lease and non-lease components as a single lease component for all leases of which it is the lessee. Lease payments, which may include lease and non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts that depend on a rate or index as stipulated in the lease contract. The Company cannot readily determine the rates implicit in its leases, therefore the Company determines its incremental borrowing rate by using the rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, and for an amount equal to the lease payments in a similar economic environment. On January 1, 2019, the discount rate used on existing operating leases at adoption, which had remaining lease terms between 2 and 12 years, ranged from 4.8 - 6.7%. For new or renewed leases starting in 2019, the discount rate is determined based on the Company’s incremental borrowing rate adjusted for the lease term, including any reasonably certain renewal periods.
The Company enters into lease agreements with terms generally ranging from 2-15 years. Some of the Company’s lease agreements include Company options to either extend and/or early terminate the lease, the costs of which are included in our operating lease liabilities to the extent that such options are reasonably certain of being exercised. Leases with renewal options allow the Company to extend the lease term typically between 1 and 5 years. When determining the lease term, renewal options reasonably certain of being exercised are included in the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several economic factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, underlying contractual obligations, or specific characteristics unique to that particular lease that would make it reasonably certain that the Company would exercise such option. Renewal and termination options were generally not included in the lease term for the Company’s existing operating leases.
73
As of December 31, 2019, operating lease assets were $99.0 million and operating lease liabilities were $107.1 million. Amounts related to finance leases were immaterial. The maturity of the Company’s operating lease liabilities as of December 31, 2019 are as follows:
|
|
As of
December 31, 2019
|
|
|
|
(In thousands)
|
|
2020
|
|
$
|
23,833
|
|
2021
|
|
|
23,305
|
|
2022
|
|
|
21,050
|
|
2023
|
|
|
15,885
|
|
2024
|
|
|
11,068
|
|
Thereafter
|
|
|
35,710
|
|
Total future lease payments
|
|
|
130,851
|
|
Less imputed interest
|
|
|
23,707
|
|
Total operating lease liabilities
|
|
$
|
107,144
|
|
Included in the condensed consolidated balance sheet:
|
|
|
|
|
Current operating lease liabilities
|
|
$
|
18,470
|
|
Non-current operating lease liabilities
|
|
|
88,674
|
|
Total operating lease liabilities
|
|
$
|
107,144
|
|
|
|
|
|
|
Weighted-average remaining lease term — operating leases
|
|
|
6.6
|
|
Weighted-average discount rate — operating leases
|
|
|
6.0
|
%
|
For the year ended December 31, 2019, total lease expense is comprised of the following:
|
|
Year Ended
December 31, 2019
|
|
|
|
(In thousands)
|
|
Operating lease expense
|
|
$
|
22,655
|
|
Variable lease expense
|
|
|
4,968
|
|
Short-term lease expense
|
|
|
769
|
|
Total lease expense
|
|
$
|
28,392
|
|
Rent expense under all leases was $21.5 million and $22.5 million for the years ended December 31, 2017 and 2018, respectively. During the year ended December 31, 2019, operating cash outflows from operating lease payments were $21.2 million.
During the first quarter of 2019, the Company terminated one of its leases located in Dublin, Ireland and was relieved of its obligation, which resulted in a reduction of its right of use asset of $3.5 million and a reduction of the operating lease liability of $3.8 million.
During the third quarter of 2019, as part of the global restructuring plan, the Company vacated its leased facility in Mountain View, California and recorded a reduction of the right of use asset of $1.1 million. As of December 31, 2019, the operating lease asset was $3.5 million and reflects the committed sublease proceeds.
During the year ended December 31, 2019, the Company entered into lease agreements which resulted in an increase to the right of use asset and operating lease liability of $3.5 million. As of December 31, 2019, future lease payments for lease agreements for which the Company has not yet taken control of the space totaled $6.3 million and will be included in operating lease assets and liabilities when control transfers.
74
As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, ASC 840, Leases, the total commitment for non-cancelable operating leases was $153.7 million as of December 31, 2018:
|
|
Lease
Commitments
|
|
Years Ending December 31
|
|
(In thousands)
|
|
2019
|
|
$
|
23,969
|
|
2020
|
|
|
24,079
|
|
2021
|
|
|
22,253
|
|
2022
|
|
|
20,165
|
|
2023
|
|
|
14,986
|
|
Thereafter
|
|
|
48,290
|
|
Total
|
|
$
|
153,742
|
|
The domestic and foreign components of total income (loss) before provision for (benefit from) income taxes are as follows:
|
|
Years Ended December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
|
(In thousands)
|
|
Domestic
|
|
$
|
(25,027
|
)
|
|
$
|
52,152
|
|
|
$
|
(32,511
|
)
|
Foreign
|
|
|
13,050
|
|
|
|
28,644
|
|
|
|
23,653
|
|
Total income (loss) before income taxes
|
|
$
|
(11,977
|
)
|
|
$
|
80,796
|
|
|
$
|
(8,858
|
)
|
The provision for (benefit from) income taxes is as follows:
|
|
Years Ended December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
|
(In thousands)
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
33,474
|
|
|
$
|
42,962
|
|
|
$
|
23,731
|
|
State
|
|
|
3,701
|
|
|
|
11,690
|
|
|
|
10,047
|
|
Foreign
|
|
|
6,568
|
|
|
|
9,159
|
|
|
|
7,656
|
|
Total
|
|
|
43,743
|
|
|
|
63,811
|
|
|
|
41,434
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(150,038
|
)
|
|
|
(36,286
|
)
|
|
|
(22,746
|
)
|
State
|
|
|
4,558
|
|
|
|
(9,042
|
)
|
|
|
(10,452
|
)
|
Foreign
|
|
|
(9,763
|
)
|
|
|
(12,058
|
)
|
|
|
(2,539
|
)
|
Total
|
|
|
(155,243
|
)
|
|
|
(57,386
|
)
|
|
|
(35,737
|
)
|
Total provision for (benefit from) income taxes
|
|
$
|
(111,500
|
)
|
|
$
|
6,425
|
|
|
$
|
5,697
|
|
75
A reconciliation of the Company’s effective tax rate to the statutory federal income tax rate is as follows:
|
|
Years Ended December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
Statutory tax rate
|
|
|
(35.0
|
)%
|
|
|
21.0
|
%
|
|
|
(21.0
|
)%
|
Change in valuation allowance
|
|
|
8.0
|
|
|
|
0.1
|
|
|
|
2.5
|
|
Impact of permanent differences
|
|
|
27.4
|
|
|
|
17.6
|
|
|
|
86.9
|
|
Non-deductible stock-based compensation
|
|
|
9.2
|
|
|
|
1.6
|
|
|
|
17.8
|
|
Non-deductible transaction related costs
|
|
|
19.5
|
|
|
|
0.6
|
|
|
|
27.4
|
|
Foreign tax rate differential
|
|
|
(71.3
|
)
|
|
|
(11.7
|
)
|
|
|
(2.8
|
)
|
Research and development and other tax credits
|
|
|
(36.4
|
)
|
|
|
(4.5
|
)
|
|
|
(78.1
|
)
|
State taxes, net of federal benefit
|
|
|
(21.1
|
)
|
|
|
(0.3
|
)
|
|
|
(20.7
|
)
|
Impact of uncertain tax positions
|
|
|
29.3
|
|
|
|
0.2
|
|
|
|
23.3
|
|
Effect of U.S. Tax Act
|
|
|
(714.9
|
)
|
|
|
(5.3
|
)
|
|
|
—
|
|
Section 199 deduction
|
|
|
(20.0
|
)
|
|
|
—
|
|
|
|
—
|
|
Tax deficit (excess benefit) on stock compensation
|
|
|
(133.6
|
)
|
|
|
(9.1
|
)
|
|
|
26.7
|
|
Other
|
|
|
7.9
|
|
|
|
(2.2
|
)
|
|
|
2.3
|
|
Effective tax rate
|
|
|
(931.0
|
)%
|
|
|
8.0
|
%
|
|
|
64.3
|
%
|
As a result of the U.S. Tax Act enacted in December 2017, the U.S. statutory tax rate was lowered from 35% to 21%, effective January 1, 2018. In the fourth quarter of 2017, the Company recorded a significant tax benefit for the remeasurement of its U.S. net deferred tax liabilities primarily associated with indefinite-lived intangible assets that will reverse at the new 21% rate.
The Company’s effective tax rates for the years ended December 31, 2017, 2018 and 2019 were impacted by the following:
|
•
|
All three years benefitted from profits earned in certain foreign jurisdictions, primarily the Company’s Irish subsidiaries, which are subject to significantly lower tax rates than the U.S. federal statutory rate.
|
|
•
|
During the years ended December 31, 2017 and 2018, $16.0 million and $7.3 million, respectively, of excess tax deductions on stock compensation was recorded as a tax benefit. During the year ended December 31, 2019, a net tax provision of $2.4 million was recorded for tax deficits on stock compensation in which no tax deduction will be available due to the stock price at vest being lower than the grant price.
|
|
•
|
During the year ended December 31, 2017, in conjunction with the U.S. Tax Act, the Company recorded a net tax benefit of $100.4 million in order to remeasure and reassess the net realizability of the Company’s U.S. deferred tax assets and liabilities.
|
|
•
|
During the year ended December 31, 2017, in conjunction with the U.S. Tax Act, the Company recorded a one-time mandatory transition tax estimate of $14.8 million on cumulative foreign subsidiary earnings.
|
|
•
|
During the year ended December 31, 2018, the Company revised its one-time transition tax liability to $12.2 million and recorded a tax benefit of $2.6 million. During the year ended December 31, 2019, the Internal Revenue Service, or IRS, applied the Company's federal tax overpayment to the outstanding transition tax liability. As of December 31, 2019, the Company's transition tax had been paid in full.
|
|
•
|
During the year ended December 31, 2018, the Company recorded an income tax provision of $9.2 million on a pre-tax gain on disposition of assets of $33.9 million as a result of the divestiture of the Xively business.
|
|
•
|
During the fourth quarter of 2018, the Company realigned some of its intellectual property amongst three of the Company’s entities (two wholly-owned foreign entities and one United States entity). This realignment streamlined and simplified the Company’s global tax structure. As of December 31, 2018, the Company recorded a net tax benefit of $11.1 million due to this intellectual property realignment, primarily due to future tax deductions in various jurisdictions related to the transfer of the intellectual property, partially offset by approximately $7 million of cash taxes incurred.
|
76
|
•
|
In December 2019, the Company entered into the Merger Agreement with Logan Parent, LLC and Logan Merger Sub, Inc. For the year ended December 31, 2019, the Company incurred $10.9 million of Merger-related costs which is expected to be capitalized and not deductible for tax purposes.
|
|
•
|
The Company has elected to record Global Intangible Low-Taxed Income tax, or GILTI tax, as a period cost in the period incurred. For the years ended December 31, 2018 and 2019, the Company recorded a net tax provision of $1.7 million and $4.0 million, respectively, related to GILTI tax which will be offset by utilizing foreign tax credits generated of $1.6 million and $1.8 million for the years ended December 31, 2018 and 2019, respectively.
|
The Company has deferred tax assets related to temporary differences and operating loss carryforwards as follows:
|
|
December 31,
|
|
|
|
2018
|
|
|
2019
|
|
|
|
(In thousands)
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
11,549
|
|
|
$
|
7,588
|
|
Deferred revenue
|
|
|
829
|
|
|
|
1,559
|
|
Amortization
|
|
|
23,770
|
|
|
|
20,704
|
|
Stock-based compensation
|
|
|
8,540
|
|
|
|
7,950
|
|
Accrued bonus
|
|
|
1,820
|
|
|
|
3,069
|
|
Operating lease liability
|
|
|
—
|
|
|
|
20,216
|
|
Other
|
|
|
13,089
|
|
|
|
14,286
|
|
Total deferred tax assets
|
|
|
59,597
|
|
|
|
75,372
|
|
Deferred tax asset valuation allowance
|
|
|
(3,237
|
)
|
|
|
(3,308
|
)
|
Net deferred tax assets
|
|
|
56,360
|
|
|
|
72,064
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
(2,369
|
)
|
|
|
(5,987
|
)
|
Goodwill amortization
|
|
|
(4,296
|
)
|
|
|
(6,229
|
)
|
Intangible assets not deductible
|
|
|
(225,413
|
)
|
|
|
(174,493
|
)
|
Deferred commissions
|
|
|
(13,285
|
)
|
|
|
(23,216
|
)
|
Operating lease asset
|
|
|
—
|
|
|
|
(18,236
|
)
|
Other
|
|
|
(6,150
|
)
|
|
|
(6,391
|
)
|
Total deferred tax liabilities
|
|
|
(251,513
|
)
|
|
|
(234,552
|
)
|
Total
|
|
$
|
(195,153
|
)
|
|
$
|
(162,488
|
)
|
Deferred tax assets, related valuation allowances, current tax liabilities, and deferred tax liabilities are determined separately by tax jurisdiction. In making these determinations, the Company estimates deferred tax assets, current tax liabilities, and deferred tax liabilities, and the Company assesses temporary differences resulting from differing treatment of items for tax and accounting purposes. As of December 31, 2019, the Company maintained a full valuation allowance against the deferred tax assets of its Hungarian subsidiary. This entity has historical tax losses and the Company concluded it was not more likely than not that these deferred tax assets are realizable. For the years ended December 31, 2016, 2017, 2018, and 2019, the valuation allowance was $1.7 million, $3.1 million, $3.2 million, and $3.3 million, respectively. The valuation allowance increased by $1.4 million in 2017 primarily related to the recording of a valuation allowance for certain California and Massachusetts state net operating losses. During 2018 and 2019, the valuation allowance increased by $0.1 million in both years primarily due to net operating loss carryforwards in jurisdictions with a valuation allowance.
For U.S. tax return purposes, net operating losses and tax credits are normally available to be carried forward to future years, subject to limitations as discussed below. As of December 31, 2019, the Company had federal net operating loss carryforwards of $18.0 million, of which $16.1 million are not subject to expiration due to the change in carryforward periods as a result of the U.S. Tax Act and $1.9 million which expire on various dates from 2034 through 2036. The Company also had state net operating loss carryforwards of $76.5 million, of which $30.1 million are not subject to expiration due to a change in carryforward periods as a result of states adopting the U.S. Tax Act and $46.4 million which expire on various dates from 2021 through 2039.
77
The Company has performed an analysis of its ownership changes as defined by Section 382 of the Internal Revenue Code, or Section 382, and has determined the portion of net operating loss carryforwards acquired from its 2016 through 2019 acquisitions that are subject to limitation, if any. The Company also analyzed the historical LogMeIn net operating loss carryforwards due to the GoTo Merger in 2017. As of December 31, 2019, all net operating loss carryforwards (except for Massachusetts and California) generated by the Company, including those subject to limitation, are available for utilization. Subsequent ownership changes as defined by Section 382 could potentially limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income.
As of December 31, 2019, the Company had foreign net operating loss carryforwards of $17.9 million, of which $15.0 million are related to the Company’s Hungarian subsidiary, which are not subject to expiration, and the Company has recognized a full valuation allowance against these carryforwards. The remaining $2.9 million of foreign net operating loss carryforwards are related to the Company’s Israeli subsidiary. The Company expects to fully realize these net operating loss carryforwards prior to their expiration.
As of December 31, 2019, it is management’s assertion that the earnings and profits of the Company’s foreign entities, excluding India, may not be reinvested in the overseas businesses indefinitely, however, the outside basis differences in the international subsidiaries will be permanently reinvested.
The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the Company and its subsidiaries are examined by various tax authorities, including the Internal Revenue Service in the United States. As of December 31, 2019, the Company remained subject to examination in the following major tax jurisdictions for the years indicated:
Major Tax Jurisdictions
|
|
Open Tax Years
|
United States (Federal)
|
|
2017-2019
|
United States (State)
|
|
2015-2019
|
Hungary
|
|
2014-2019
|
Ireland
|
|
2015-2019
|
Germany
|
|
2016-2019
|
United Kingdom
|
|
2017-2019
|
The Company incurred expenses related to stock-based compensation for the years ended December 31, 2017, 2018 and 2019 of $67.3 million, $65.7 million and $68.2 million, respectively. Accounting for the tax effects of stock-based awards requires the recording of a deferred tax asset as the compensation is recognized for financial reporting prior to recognizing the tax deductions. Upon the settlement of the stock-based awards (i.e., exercise, vesting, forfeiture or cancellation), the actual tax deduction is compared with the cumulative financial reporting compensation cost, and any excess tax deduction is considered an excess tax benefit or any shortfall in the tax deduction is considered a deficit tax provision.
On January 1, 2017, the Company adopted ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, referred to herein as ASU 2016-09, and recorded, using the modified retrospective approach, a cumulative-effect adjustment to accumulated deficit of a credit of $4.9 million to record $6.8 million of previously unrecognized windfall tax benefits, partially offset by $1.9 million for the accounting policy election to account for forfeitures in compensation cost when they occurred. The Company recorded $2.7 million to additional paid-in capital for the differential between the amount of compensation cost previously recorded and the amount that would have been recorded without assuming forfeitures, partially offset by its tax effect of $0.8 million recorded to deferred tax assets. Upon the adoption of ASU 2016-09, the Company, on a prospective basis, records the recognition of excess tax benefits and deficits in its provision from income taxes in the consolidated statements of operations and treats those amounts as discrete items in the period in which they occur. For the years ended December 31, 2017 and 2018, the Company recorded a net tax benefit of $16.0 million and $7.3 million related to excess tax benefits. For the year ended December 31, 2019, the Company recorded a net tax provision of $2.4 million related to tax deficits.
78
The Company has provided liabilities for uncertain tax positions in other long-term liabilities on the consolidated balance sheets as follows:
|
|
Years Ended December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
|
(In thousands)
|
|
Balance beginning of period
|
|
$
|
1,480
|
|
|
$
|
5,059
|
|
|
$
|
4,792
|
|
Tax positions related to prior periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increases
|
|
|
68
|
|
|
|
-
|
|
|
|
245
|
|
Decreases
|
|
|
(42
|
)
|
|
|
(176
|
)
|
|
|
(144
|
)
|
Tax positions related to current period:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increases
|
|
|
3,661
|
|
|
|
1,514
|
|
|
|
5,537
|
|
Settlements
|
|
|
(78
|
)
|
|
|
(1,605
|
)
|
|
|
-
|
|
Statute expiration
|
|
|
(30
|
)
|
|
|
-
|
|
|
|
(117
|
)
|
Balance end of period
|
|
$
|
5,059
|
|
|
$
|
4,792
|
|
|
$
|
10,313
|
|
These uncertain tax positions would impact the Company’s effective tax rate if recognized. Prior to the U.S. Tax Act, performance-based compensation paid to covered employees was an exception under 162(m) and was fully deductible. Upon enactment of the U.S. Tax Act, this exception was repealed and all compensation, including performance-based compensation, paid to covered employees under 162(m) became non-deductible. The U.S. Tax Act allows for grandfathering of certain performance-based compensation plans in place before November 2, 2017. While the U.S. Tax Act provides some interpretation on how to account for the grandfathering rules, uncertainty remains on how the rules will apply and the Company has subjected those performance-based plans to 162(m) limitations. However, the Company believes its performance-based compensation may qualify under the grandfathering rules and has deducted $3.5 million of compensation on its 2018 Federal income tax return filed in 2019 and recorded a corresponding $3.5 million uncertain tax position reserve. The Company’s policy is to record estimated interest and penalties related to the underpayment of income taxes or unrecognized tax benefits as a component of its income tax provision. The Company recognized $50,000, $43,000 and $150,000 of interest expense during the years ended December 31, 2017, 2018 and 2019, respectively.
12.
|
Common Stock and Equity
|
Authorized Shares — Pursuant to the Company’s restated certificate of incorporation, the Company is authorized to issue 145 million shares of common stock and 5 million shares of undesignated preferred stock, each $0.01 par value per share.
Common Stock Reserved — As of December 31, 2019, the Company reserved 6.9 million shares of common stock for the exercise of stock options and restricted stock units, and 1.4 million shares for issuance under the ESPP.
On February 23, 2017, the Company’s Board of Directors approved a three-year capital return plan which authorized the Company to return up to $700 million to stockholders through a combination of share repurchases and dividends. During the year ended December 31, 2019, the Company made share repurchases of $206.7 million and paid a cash dividend of $0.325 per share in each of the four quarters, totaling $64.6 million. The capital return plan expired on December 31, 2019. Pursuant to the terms of the Merger Agreement, from the date of the Merger Agreement until the earlier of the effective time of the Merger or the termination of the Merger Agreement, the Company may not repurchase any shares or declare or pay dividends to its common stockholders without Parent’s written consent and Parent has indicated that it does not intend to provide such consent.
The Company paid cash dividends per share during the periods presented as follows:
|
|
Years Ended December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
|
Dividends
Per Share
|
|
|
Amount
(in millions)
|
|
|
Dividends
Per Share
|
|
|
Amount
(in millions)
|
|
|
Dividends
Per Share
|
|
|
Amount
(in millions)
|
|
First quarter
|
|
$
|
0.50
|
|
|
$
|
12.8
|
|
|
$
|
0.30
|
|
|
$
|
15.7
|
|
|
$
|
0.325
|
|
|
$
|
16.5
|
|
Second quarter
|
|
|
0.25
|
|
|
|
13.2
|
|
|
|
0.30
|
|
|
|
15.6
|
|
|
|
0.325
|
|
|
|
16.2
|
|
Third quarter
|
|
|
0.25
|
|
|
|
13.2
|
|
|
|
0.30
|
|
|
|
15.5
|
|
|
|
0.325
|
|
|
|
16.0
|
|
Fourth quarter
|
|
|
0.25
|
|
|
|
13.1
|
|
|
|
0.30
|
|
|
|
15.3
|
|
|
|
0.325
|
|
|
|
15.9
|
|
Total cash dividends paid
|
|
$
|
1.25
|
|
|
$
|
52.3
|
|
|
$
|
1.20
|
|
|
$
|
62.2
|
|
|
$
|
1.30
|
|
|
$
|
64.6
|
|
79
During the years ended December 31, 2017, 2018 and 2019, the Company repurchased 626,154, 2,531,877 and 2,710,112 shares of its common stock at an average price of $110.56, $98.32 and $76.28 per share, respectively, for a total cost of $69.2 million, $248.9 million and $206.7 million, respectively.
13.
|
Stock-Based Compensation
|
The Company’s 2009 Stock Incentive Plan, referred to herein as the 2009 Plan, is administered by the Board of Directors and Compensation Committee, which have the authority to designate participants and determine the number and type of awards to be granted and any other terms or conditions of the awards. The Company awards restricted stock units as its principal equity incentive award. Restricted stock unit awards with time-based vesting conditions generally vest over a three-year period while restricted stock units with market-based or performance-based vesting conditions generally vest over two- or three-year periods, each subject to the award recipient’s continued service as an employee or director of the Company as of the date of vest. Until 2012, the Company generally granted stock options as the principal equity incentive award. Option awards generally vested over a four-year period and expire ten years from the date of grant. Certain stock-based awards provide for accelerated vesting if the Company experiences a change in control. As of December 31, 2019, 5.1 million shares remained available for grant under the 2009 Plan.
The Company generally issues previously unissued shares of common stock for the exercise of stock options and restricted stock units. The Company received $6.5 million, $3.8 million and $0.2 million in cash from stock option exercises during the years ended December 31, 2017, 2018 and 2019, respectively.
As of December 31, 2019, 38,748 stock options were outstanding with a weighted average exercise price of $29.40, aggregate intrinsic value of $2.2 million and weighted average remaining contractual term of approximately 2.4 years. The aggregate intrinsic value was calculated based on the positive differences between the fair value of the Company’s common stock of $85.74 per share on December 31, 2019 and the exercise price of the options.
During the year ended December 31, 2019, the Company granted the following restricted stock unit awards:
|
|
Number of
Restricted
Stock Units
|
|
Type of Award
|
|
(In thousands)
|
|
Time-based(1)
|
|
|
1,168
|
|
Market-based(2)
|
|
|
54
|
|
Performance-based(3)
|
|
|
64
|
|
Total awards granted during the year ended December 31, 2019
|
|
|
1,286
|
|
(1)
|
Time-based restricted stock units generally vest one-third every year for three years and are valued on the grant date using the grant date closing price of the underlying shares.
|
(2)
|
Market-based restricted stock units granted to certain key executives vest upon the achievement of a relative total shareholder return, or TSR, target as measured over a three-year performance period versus the TSR realized for that same period by a specified stock index. The number of shares earned can range from 0% to 200% of the target shares awarded depending on the Company’s level of achievement. These market-based awards are referred to herein as TSR units and are also subject to the individual executive’s continued employment with the Company throughout the applicable performance period.
|
(3)
|
Performance-based restricted stock units are eligible to vest in March 2021 or March 2022 subject to the Company’s attainment of a fiscal 2020 or 2021 financial target. The number of shares earned can range from 0% to 200% of the 53,688 and 10,793 target shares awarded, respectively, depending on the Company’s level of achievement.
|
The fair value of the TSR units was determined using a Monte Carlo simulation model including assumptions used (but not limited to) a risk-free interest rate, an expected volatility and an expected dividend yield as follows:
|
|
For the Offering Period
|
|
|
|
2018
|
|
2019
|
|
Risk-free interest rate
|
|
2.64% - 2.74%
|
|
2.28%
|
|
Volatility
|
|
34% - 38%
|
|
38%
|
|
Dividend yield
|
|
1.08% - 1.48%
|
|
1.58%
|
|
80
The following table summarizes restricted stock unit activity, including performance-based and market-based units (restricted stock units in thousands):
|
|
Number of
Restricted
Stock Units
|
|
|
Weighted Average
Grant Date
Fair Value
|
|
Unvested as of January 1, 2019
|
|
|
1,548
|
|
|
$
|
100.55
|
|
Restricted stock units granted
|
|
|
1,286
|
|
|
|
80.57
|
|
Restricted stock units - TSR units earned
(unearned), net
|
|
|
(3
|
)
|
|
|
|
|
Restricted stock units vested
|
|
|
(755
|
)
|
|
|
93.80
|
|
Restricted stock units forfeited
|
|
|
(289
|
)
|
|
|
97.70
|
|
Unvested as of December 31, 2019
|
|
|
1,787
|
|
|
$
|
88.93
|
|
Included in the table above are 147,389 TSR units and 60,174 performance-based awards outstanding as of December 31, 2019.
For restricted stock units, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period, which is generally three years. For performance-based restricted stock units, the Company is required to estimate the attainment expected to be achieved related to the defined performance goals and the number of performance-based restricted stock units that will ultimately be awarded in order to recognize the stock-based compensation expense over the vesting period. For TSR units, stock-based compensation expense is recognized on a straight-line basis over the requisite service period and is recognized, regardless of the actual number of awards that are earned, based on the fair value of the TSR units at the date of grant.
In February and May 2019, the TSR units previously granted in February 2016 and May 2016 which represented 18,750 and 8,500 shares, respectively, vested at 176% and 114% of the target amounts initially awarded resulting in an additional 14,250 and 1,190 shares being earned and vested above the target amounts granted. These TSR units were measured against the Russell 2000 Index. In June 2019, a total of 18,118 TSR units granted in June 2017 were measured against the S&P North American Technology Software Index for that same period and vested at 0% of the target TSR units. These unearned TSR units, partially offset by the additional shares earned, are included in the reconciliation of restricted stock units outstanding as of December 31, 2019.
Treatment of Equity in the Merger
At the effective time of the Merger, the Company’s outstanding equity awards will be treated as follows:
|
•
|
Each option to purchase shares of the Company’s common stock, whether vested or unvested, that is outstanding immediately prior to the effective time of the Merger will, automatically and without any required action on the part of the optionholder, be cancelled and entitle the optionholder to receive an amount in cash equal to the product of (x) the total number of shares of the Company’s common stock underlying the option multiplied by (y) the excess, if any, of $86.05 over the exercise price of such option. Any options which have an exercise price equal to or greater than $86.05, will be cancelled for no consideration.
|
|
•
|
Each time-based restricted stock unit award that is outstanding immediately prior to the effective time of the Merger, referred to herein as a Company RSU, will, whether vested or unvested, automatically and without any required action on the part of the holder thereof, be cancelled and shall entitle the holder thereof to receive an amount in cash equal to $86.05 with respect to each share of Company common stock subject to such Company RSU, which amount will be paid subject to satisfaction of the same vesting schedule and other terms and conditions which were applicable to the Company RSU immediately prior to the effective time of the Merger.
|
|
•
|
Each restricted stock unit award that is subject to either market-based vesting conditions or performance-based vesting conditions, each referred to herein as a Performance RSU, which is outstanding immediately prior to the effective time of the Merger will, automatically and without any required action on the part of the holder thereof, be cancelled and shall entitle the holder thereof to receive an amount in cash equal to the product of $86.05 multiplied by the number of shares of Company common stock deemed to have been “earned” under the applicable Performance RSU award. Such amount will be paid to the holder subject to the same vesting schedule and other terms and conditions which were applicable to the Performance RSU immediately prior to the effective time of the Merger. Pursuant to the terms of the Merger Agreement, the number of shares underlying the Performance RSU awards that have been “earned” shall be calculated as follows (i) with respect to Performance RSUs that are subject to market-based vesting conditions, the
|
81
|
|
number of shares of LogMeIn common stock subject to such award that would be deemed earned shall be based on the Company's actual level of achievement of its relative TSR goal as of the effective time of the Merger, based on the price per share of $86.05, and (ii) with respect to Performance RSUs that are subject to revenue-based vesting conditions, the target number of shares of the Company common stock subject to such award will be deemed to have been earned.
|
2019 Employee Stock Purchase Plan
In May 2019, the Company’s Board of Directors adopted the 2019 Employee Stock Purchase Plan, or ESPP, which was approved by the Company’s stockholders at its Annual Meeting of Stockholders on May 30, 2019. Pursuant to the ESPP, certain employees of the Company, excluding consultants and non-employee directors, are eligible to purchase common stock of the Company at a reduced rate during offering periods. The ESPP permits participants to purchase common stock using funds contributed through payroll deductions, subject to a calendar year limit of $25,000 and at a purchase price of 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the applicable purchase date, which will be the final trading day of the applicable purchase period. During the year ended December 31, 2019, 78,049 shares were issued under the ESPP, and the Company received $5.0 million in proceeds.
The Company estimated the fair value of each purchase right under the ESPP on the date of grant using the Black-Scholes option valuation model using the following assumptions:
|
|
For the Offering Period
|
|
|
|
Aug 1 -
Nov 30, 2019
|
|
|
Dec 1, 2019 -
May 31, 2020
|
|
Expected volatility factor
|
|
|
26.44
|
%
|
|
|
32.06
|
%
|
Risk-free interest rate
|
|
|
2.04
|
%
|
|
|
1.61
|
%
|
Expected dividend yield
|
|
|
1.71
|
%
|
|
|
1.67
|
%
|
Expected life (in years)
|
|
0.33
|
|
|
0.5
|
|
Expected volatility is based on the historical volatility of the Company’s common stock for a period of years corresponding with the expected life of the option. The risk-free interest rate is based on the U.S Treasury yield curve at the time of grant for securities with a maturity period similar to the expected life of the option. The expected dividend yield is based on the Company’s annual dividend yield payout to the extent it pays a quarterly dividend on its common stock. The expected life is based on the term of the purchase period for the grants made under the ESPP. The Company uses the straight-line attribution approach to record the expense over the offering period and stock-based compensation expense for the ESPP for the year ending December 31, 2019 was $1.6 million.
Stock-based Compensation Expense
The Company recognized stock-based compensation expense within the accompanying consolidated statements of operations as summarized in the following table:
|
|
Years Ended December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
|
(In thousands)
|
|
Cost of revenue
|
|
$
|
5,222
|
|
|
$
|
4,997
|
|
|
$
|
4,862
|
|
Research and development
|
|
|
22,103
|
|
|
|
18,869
|
|
|
|
17,574
|
|
Sales and marketing
|
|
|
16,155
|
|
|
|
15,995
|
|
|
|
17,930
|
|
General and administrative
|
|
|
23,812
|
|
|
|
25,873
|
|
|
|
27,840
|
|
Total stock-based compensation expense
|
|
$
|
67,292
|
|
|
$
|
65,734
|
|
|
$
|
68,206
|
|
As of December 31, 2019, there was approximately $110.3 million of total unrecognized stock-based compensation cost related to unvested restricted stock awards which are expected to be recognized over a weighted average period of 1.2 years.
14.
|
Commitments and Contingencies
|
Litigation — The Company routinely assesses its current litigation and/or threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where the Company assesses the likelihood of loss as probable.
82
Since the announcement of the Merger, five putative class action complaints have been filed by and purportedly on behalf of alleged Company stockholders – three in the United States District Court for the District of Delaware, captioned Stein v. LogMeIn, Inc., et al., (Case No. 1:20-cv-00098), filed January 22, 2020; Carter v. LogMeIn, Inc., et al., (Case No. 1:20-cv-00124), filed January 24, 2020; and Thompson v. LogMeIn, Inc., et., (Case No. 1:20-cv-00129), filed January 27, 2020, and two in the United States District Court for the Southern District of New York, captioned Ford v. LogMeIn, Inc., et al., (Case No. 1:20-cv-00582), filed January 22, 2020; and Rosenfeld v. LogMeIn, Inc. et. al., (Case No. 1:20-cv-00981), filed February 5, 2020 (together, the “Actions”). The Actions name as defendants, the Company, its President and Chief Executive Officer and its Board of Directors. The Actions allege, among other things, that all defendants violated provisions of the Exchange Act insofar as the proxy statement preliminarily filed by the Company on January 17, 2020 in connection with the Merger allegedly omits material information with respect to the transactions contemplated by the therein, including certain financial projections included therein, that purportedly renders the preliminary proxy statement false and misleading. The complaints seek, among other things, injunctive relief, rescissory damages, declaratory judgment and an award of plaintiffs’ fees and expenses. The Company believes the claims asserted in these complaints are without merit and intends to defend them vigorously.
On August 31, 2017, 9Six Comercio e Serviços de Telecomunicações Ltda., or 9Six, filed a claim against Jive Telecomunicações do Brasil Ltda., or Jive Brasil, a subsidiary of Jive Communications, Inc., or Jive USA, in the 27th Civil Court of Sao Paulo. The claim relates to a commercial dispute regarding unpaid commission fees arising from a reseller agreement executed between 9Six and Jive Brasil in September 2016. In February 2018, 9Six filed additional claims against Jive Brasil alleging lost profits and punitive damages resulting from Jive Brasil’s termination of the reseller agreement. In April 2018, the Company acquired Jive USA. As a result, Jive Brasil became an indirect subsidiary of the Company, and the Company inherited this litigation. On June 7, 2019, the 27th Civil Court in Sao Paulo, Brazil awarded damages against Jive Brasil in the amount of approximately R$46.3 million Brazilian reais plus interest and attorneys’ fees, or approximately $13.8 million USD as of December 31, 2019. On August 8, 2019, the Company filed an appeal of the court’s decision with the Sao Paulo State Court of Appeal. The Company continues to believe that Jive Brasil has meritorious defenses to these claims and intends to vigorously defend against these claims on appeal. Due to the court’s June 7, 2019 decision, the Company now believes that a loss contingency in the range of zero to $13.8 million USD as of December 31, 2019 is reasonably possible. However, as the Company believes the loss contingency is not probable, no accrual has been recorded as of December 31, 2019. The Company has notified the shareholder representative for Jive USA that it intends to seek indemnification for this matter, which the Company believes is available pursuant to the terms of the merger agreement entered into between the Company and Jive USA in February 2018.
On August 20, 2018, a securities class action lawsuit, referred to herein as the Securities Class Action, was initiated by purported stockholders of the Company in the U.S. District Court for the Central District of California against the Company and certain of its officers, entitled Wasson v. LogMeIn, Inc. et al. (Case No. 2:18-cv-07285). On November 6, 2018 the case was transferred to the District of Massachusetts (Case No. 1:18-cv-12330). The lawsuit asserts claims under Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 based on alleged misstatements or omissions concerning renewal rates for the Company’s subscription contracts. The Company believes the lawsuit lacks merit and intends to defend it vigorously.
On January 30, 2019, a derivative action, referred to herein as the Derivative Action, was filed in the District of Massachusetts against the Company’s Board of Directors, entitled Schlagel v. Wagner et al. (Case No. 1:19-cv-10204) alleging breach of fiduciary duty, waste of corporate assets, and violation of Sections 10(b) and 14(a) of the Securities and Exchange Act of 1934 related to the same allegations as the Securities Class Action. The complaint seeks unspecified damages, fees and costs. The Derivative Action is currently stayed during the pleadings phase of the Securities Class Action. The Company intends to defend the lawsuit vigorously.
On July 25, 2019, a securities class action lawsuit alleging violations of the Securities Act of 1933, referred to herein as the ’33 Act Claim, was initiated in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida against the Company, Citrix Systems, Inc. and certain officers and directors of both LogMeIn and Citrix, entitled Plumbers and Pipefitters Local Union 719 Pension Trust Fund v. Citrix Systems, Inc., LogMeIn, Inc. et al. (Case No. 502019CA009587XXXXMB Div AK, 9:19-cv-81155). The lawsuit, which arises from substantially the same set of facts as the Securities Class Action and the Derivative Action, was purportedly filed on behalf of current and former Citrix stockholders who acquired LogMeIn common stock in connection with the Company’s January 2017 acquisition of the GoTo Business from Citrix and asserts claims under Sections 11, 12 and 15 of the Securities Act of 1933, as amended, based on alleged misstatements or omissions made in the Company’s Registration Statement on Form S-4 and the related prospectus as filed with the Securities and Exchange Commission in December 2016. The complaint seeks unspecified damages, fees and costs. The Company believes the lawsuit lacks merit and intends to defend it vigorously.
83
Given the inherent unpredictability of litigation and the fact that the Securities Class Action, the Derivative Action and the ’33 Act Claim are still in early stages, the Company is unable to predict the outcome of these actions or reasonably estimate a possible loss or range of loss associated with them at this time.
The Company is from time to time subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business, including direct claims brought by or against the Company with respect to intellectual property, contracts, employment and other matters, as well as claims brought against the Company’s customers for whom the Company has a contractual indemnification obligation. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. Actual claims could settle or be adjudicated against the Company in the future for materially different amounts than the Company has accrued due to the inherently unpredictable nature of litigation. In addition, in the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosure related to such matter as appropriate and in compliance with ASC 450, Contingencies. The accruals or estimates, if any, resulting from the foregoing analysis, are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter While the outcome of these other claims cannot be predicted with certainty, management does not believe that the outcome of any of these other legal matters will have a material adverse effect on the Company’s financial statements.
On January 1, 2007, the Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan is available to all employees upon employment and allows participants to defer a portion of their annual compensation on a pre-tax basis. On July 1, 2016, the Company implemented a 401(k) Employer Match program in which all employees who are making eligible 401(k) contributions will receive an employer match in which the Company contributes 50% of the amount contributed by the employee, up to a maximum of 6% of the employee’s earnings. The match vests over three years beginning from an employee’s hire date anniversary at 33.3% per year. Employees who joined the Company on or before July 1, 2013 were immediately 100% vested in their match as of the program launch date. The Company made matching contributions of $4.7 million, $5.6 million and $5.9 million for the years ended December 31, 2017, 2018 and 2019, respectively.
16.
|
Accumulated Other Comprehensive Income (Loss)
|
Accumulated other comprehensive income (loss) consists of foreign currency translation adjustments and changes in unrealized losses and gains (net of tax) on marketable securities. The Company has determined that the undistributed earnings of all of its foreign subsidiaries (with the exception of India), except for 100% of the current and prior year earnings and foreign currency translation adjustments related to those earnings, will continue to be indefinitely reinvested outside the United States for any additional outside basis differences inherent in these entities. Accumulated other comprehensive income (loss) is reported as a component of stockholders’ equity and, as of December 31, 2018 and 2019, was comprised of cumulative translation adjustment gains of $2.1 million and $0.7 million, respectively. There were no material reclassifications to earnings in the years ended December 31, 2018 or 2019.
On February 1, 2017, the Company entered into an Amended and Restated Credit Agreement, or the Amended Credit Agreement, which increased the Company’s secured revolving credit facility from $150 million to $400 million in the aggregate and permits the Company to increase the revolving credit facility and/or enter into one or more tranches of term loans up to an additional $200 million. On March 23, 2018, the Company entered into a borrower accession agreement with its wholly-owned subsidiary, LogMeIn USA, Inc. and JPMorgan Chase Bank, N.A. acting in its capacity as administrative agent, pursuant to which LogMeIn USA, Inc. became a borrower under the Company’s existing multi-currency Amended Credit Agreement. The credit facility matures February 1, 2022. The Company may prepay the loans or terminate or reduce the commitments in whole or in part at any time, without premium or penalty. The Company and its subsidiaries expect to use the credit facility for general corporate purposes, including, but not limited to, the potential acquisition of complementary products or businesses and for working capital. On April 2, 2018, the Company borrowed $200.0 million under the Amended Credit Agreement to partially fund the acquisition of Jive, described further in Note 4 to the Consolidated Financial Statements. The Company had an outstanding debt balance of $200.0 million as of December 31, 2019.
84
Loans under the Amended Credit Agreement bear interest at variable rates which reset every 30 to 180 days depending on the rate and period selected by the Company, as described below. As of December 31, 2019, the annual rate on the $200.0 million outstanding debt balance was 3.313%, which reset to 2.938% on January 16, 2020. The average interest rate on borrowings outstanding for the year ended December 31, 2019 was 3.592%. The quarterly commitment fee on the undrawn portion of the credit facility ranges from 0.15% to 0.30% per annum, based upon the Company’s total leverage ratio.
The Amended Credit Agreement contains customary affirmative and negative covenants, subject to customary and other exceptions for a credit facility of this size and type, each as further described in the Amended Credit Agreement. As of December 31, 2019, the Company was in compliance with all financial and operating covenants of the Amended Credit Agreement.
Any failure to comply with the financial or operating covenants of the Amended Credit Agreement would prevent the Company from being able to borrow additional funds, and would constitute a default, permitting the lenders to, among other things, accelerate the amounts outstanding, including all accrued interest and unpaid fees, under the credit facility and to terminate the credit facility. Additionally, pursuant to the terms of the Amended Credit Agreement, in the event of a change in control such as the Merger, any amounts outstanding, including any interest accrued thereon, shall become immediately due and payable in full.
As of December 31, 2018 and 2019, the Company had $1.7 million and $1.1 million, respectively, of origination costs recorded in other assets on the accompanying consolidated balance sheet. The Company presents debt issuance costs related to the revolving debt arrangement as an asset and subsequently amortizes the deferred debt issuance costs ratably over the term of the credit facility.
Restructuring Plan
On February 7, 2020, the Company’s Board of Directors approved a global restructuring plan, including a reduction in force which will result in the termination of approximately 8% of the Company’s workforce and the consolidation of certain leased facilities. By restructuring, the Company intends to streamline its organization and reallocate resources to better align with the Company’s current strategic goals. The Company expects to incur pre-tax restructuring charges of approximately $21 million and to substantially complete the restructuring by the end of fiscal year 2020. The pre-tax restructuring charges are comprised of approximately $20 million in one-time employee termination benefits and $1 million for facilities-related and other costs.
19.
|
Quarterly Information (Unaudited)
|
|
|
For the Three Months Ended
|
|
|
|
March 31,
2018
|
|
|
June 30,
2018
|
|
|
September 30,
2018
|
|
|
December 31,
2018
|
|
|
March 31,
2019
|
|
|
June 30,
2019
|
|
|
September 30,
2019
|
|
|
December 31,
2019
|
|
|
|
(in thousands, except for per share data)
|
|
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
279,217
|
|
|
$
|
305,650
|
|
|
$
|
308,927
|
|
|
$
|
310,198
|
|
|
$
|
307,700
|
|
|
$
|
313,064
|
|
|
$
|
316,941
|
|
|
$
|
322,680
|
|
Gross profit
|
|
|
216,275
|
|
|
|
232,817
|
|
|
|
236,074
|
|
|
|
237,345
|
|
|
|
230,012
|
|
|
|
232,297
|
|
|
|
235,711
|
|
|
|
238,700
|
|
Income (loss) from operations
|
|
|
42,328
|
|
|
|
7,101
|
|
|
|
17,104
|
|
|
|
19,490
|
|
|
|
(7,198
|
)
|
|
|
(3,792
|
)
|
|
|
6,161
|
|
|
|
3,155
|
|
Net income (loss)
|
|
|
29,712
|
|
|
|
6,554
|
|
|
|
12,717
|
|
|
|
25,388
|
|
|
|
(9,039
|
)
|
|
|
(6,522
|
)
|
|
|
5,108
|
|
|
|
(4,102
|
)
|
Net income (loss) per share-basic
|
|
$
|
0.57
|
|
|
$
|
0.13
|
|
|
$
|
0.25
|
|
|
$
|
0.50
|
|
|
$
|
(0.18
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.08
|
)
|
Net income (loss) per share-diluted
|
|
$
|
0.56
|
|
|
$
|
0.12
|
|
|
$
|
0.24
|
|
|
$
|
0.49
|
|
|
$
|
(0.18
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.08
|
)
|
85