Five9, Inc. 10-K

ITEM 8. Financial Statements and Supplementary Data. Report of Independent Registered Public Accounting Firm 66 Consolidated Balance Sheets 69 Consolidated Statements of Operations and Comprehensive Loss 70 Consolidated Statements of Stockholders' Equity 71 Consolidated Statements of Cash Flows 72 Notes to Consolidated Financial Statements 73 65 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Five9, Inc.: Opinions on the Consolidated Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Five9, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2020, based on criteria, established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to the adoption of FASB ASC Topic 842, Leases . Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects . Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 66 Table of Contents Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Evaluation of the sufficiency of audit evidence over revenues from subscription services and related usage As discussed in Note 1 to the consolidated financial statements, the Company charges its clients subscription fees, usually billed on a monthly basis, for access to the Company’s Virtual Contact Center (“VCC”) cloud platform. The subscription fees are primarily based on the number of agent seats as well as the specific VCC functionalities and applications deployed by the client. Agent seats are defined as the maximum number of named agents allowed to concurrently access the VCC cloud platform. Substantially all of the Company’s clients purchase both subscriptions and related telephony usage. The related telephony usage fees are generally based on the volume of minutes used for inbound and outbound client interactions. There are high volumes of subscription and related usage transactions processed across multiple information technology (“IT”) systems. We identified the evaluation of the sufficiency of audit evidence over subscription services and related usage as a critical audit matter. Revenues from subscription services and related usage involve a high volume of automated transactions dependent on the Company’s IT systems. Therefore, our audit procedures required the involvement of IT professionals and auditor judgment was required to determine the nature and extent of audit evidence obtained and evaluate the results of the procedures. The following are the primary procedures we performed to address this critical audit matter. We involved IT professionals with specialized skills and knowledge, who assisted in evaluating the design and testing the operating effectiveness of certain internal controls over the Company’s revenue process. This included controls over the capture and flow of subscription and related usage transactional information through the Company’s IT systems. We placed test calls and observed that call attributes such as duration and type of service were captured in the relevant IT systems. On a sample basis, we tested the Company’s monthly client billing activity by comparing the client’s billed agent seats or minutes to the quantities and service type provided as evidenced in the relevant IT systems. For each billing sample tested, we also compared the agent seats, service types and rates for consistency with underlying documentation, including client contracts. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence over revenue for subscription services and related usage. Valuation of acquired technology intangible assets acquired through business combinations 67 Table of Contents As discussed in Note 14 to the consolidated financial statements, during the year ended December 31, 2020, the Company consummated two business combinations for total consideration of $188.9 million. The preliminary fair values allocated to the acquired technology assets totaled $40.8 million. We identified the valuation of the preliminary fair values allocated to acquired technology intangible assets as a critical audit matter. We performed sensitivity analyses to determine the significant assumptions used to value the acquired technology intangible assets, individually and in the aggregate. The fair value of these acquired technology intangible assets were sensitive to variation in the key assumptions including forecasted revenue growth rates and technology obsolescence, requiring a high degree of auditor judgment and the use of valuation professionals with specialized skills and knowledge. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s acquisition-date valuation processes, including controls related to the development of the key assumptions related to forecasted revenue growth rates and technology obsolescence. We evaluated the reasonableness of the Company’s forecasted revenue growth rates and technology obsolescence by comparing them to historical actual results of the acquired entities and certain peer and market participant data. We involved valuation professionals with specialized skills and knowledge, who assisted in: • evaluating certain peer group and market participant data used in the assessment of forecasted revenue growth rates, by assessing the appropriateness of the guideline comparable companies identified by management’s specialist and recalculating certain peer group and market participant data • assessing the reasonableness of the technology obsolescence by comparing to certain public companies. /s/ KPMG LLP We have served as the Company’s auditor since 2012. San Francisco, California February 26, 2021 68 Table of Contents FIVE9, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) December 31, 2020 2019 ASSETS Current assets: Cash and cash equivalents $ 220,372 $ 77,976 Marketable investments 383,171 241,973 Accounts receivable, net 48,731 37,655 Prepaid expenses and other current assets 16,149 10,656 Deferred contract acquisition costs 20,695 13,014 Total current assets 689,118 381,274 Property and equipment, net 51,213 33,190 Operating lease right-of-use assets 9,010 8,746 Intangible assets, net 51,684 15,533 Goodwill 165,420 11,798 Marketable investments 42,127 — Other assets 3,236 1,184 Deferred contract acquisition costs — less current portion 51,934 30,655 Total assets $ 1,063,742 $ 482,380 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 17,145 $ 10,156 Accrued and other current liabilities 44,450 18,385 Operating lease liabilities 3,912 5,064 Accrued federal fees 3,745 2,303 Sales tax liabilities 1,714 1,885 Finance lease liabilities 612 3,518 Deferred revenue 31,983 24,681 Total current liabilities 103,561 65,992 Convertible senior notes 643,316 209,604 Sales tax liabilities — less current portion 857 838 Operating lease liabilities — less current portion 5,379 4,329 Finance lease liabilities — less current portion — 809 Other long-term liabilities 31,465 4,350 Total liabilities 784,578 285,922 Commitments and contingencies (Note 10) Stockholders’ equity: Preferred stock, $ 0.001 par value; 5,000 shares authorized, no shares issued and outstanding as of December 31, 2020 and 2019 — — Common stock, $ 0.001 par value; 450,000 shares authorized, 66,496 shares and 61,544 shares issued and outstanding as of December 31, 2020 and 2019, respectively 67 61 Additional paid-in capital 474,678 351,870 Treasury stock, at cost; 16 shares held as of December 31, 2020 and no shares held as of December 31, 2019 2,263 — Accumulated other comprehensive income 335 576 Accumulated deficit ( 198,179 ) ( 156,049 ) Total stockholders’ equity 279,164 196,458 Total liabilities and stockholders’ equity $ 1,063,742 $ 482,380 See accompanying notes to consolidated financial statements. 69 Table of Contents FIVE9, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except per share data) Year Ended December 31, 2020 2019 2018 Revenue $ 434,908 $ 328,006 $ 257,664 Cost of revenue 180,284 134,511 104,034 Gross profit 254,624 193,495 153,630 Operating expenses: Research and development 68,747 45,190 34,172 Sales and marketing 132,413 95,592 72,001 General and administrative 65,769 49,446 40,448 Total operating expenses 266,929 190,228 146,621 Income (loss) from operations ( 12,305 ) 3,267 7,009 Other income (expense), net: Interest expense ( 28,348 ) ( 13,794 ) ( 10,245 ) Loss on early extinguishment of debt ( 6,964 ) — — Interest income and other 3,034 6,079 3,315 Total other income (expense), net ( 32,278 ) ( 7,715 ) ( 6,930 ) Income (loss) before income taxes ( 44,583 ) ( 4,448 ) 79 Provision for (benefit from) income taxes ( 2,453 ) 104 300 Net loss $ ( 42,130 ) $ ( 4,552 ) $ ( 221 ) Net loss per share: Basic and diluted $ ( 0.66 ) $ ( 0.08 ) $ — Shares used in computing net loss per share: Basic and diluted 64,154 60,371 58,076 Comprehensive Loss: Net Loss $ ( 42,130 ) $ ( 4,552 ) $ ( 221 ) Other comprehensive income (loss) ( 241 ) 669 ( 93 ) Comprehensive loss $ ( 42,371 ) $ ( 3,883 ) $ ( 314 ) See accompanying notes to consolidated financial statements. 70 Table of Contents FIVE9, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) Common Stock Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Shares Amount Balance as of December 31, 2017 56,632 $ 57 $ 222,202 — $ — $ — $ ( 175,421 ) $ 46,838 Net reduction to opening accumulated deficit due to adoption of ASC 606(1) — — — — — — 24,145 24,145 Equity component of issuance of convertible senior notes — — 30,346 — — — — 30,346 Issuance of common stock upon exercise of stock options and warrants 1,285 1 7,778 — — — — 7,779 Issuance of common stock upon vesting of restricted stock units 1,047 1 ( 1 ) — — — — — Issuance of common stock under ESPP 246 — 5,730 — — — — 5,730 Stock-based compensation — — 28,484 — — — — 28,484 Shares held for tax withholdings — — ( 260 ) — — — — ( 260 ) Other comprehensive loss — — — — — ( 93 ) — ( 93 ) Net loss — — — — — — ( 221 ) ( 221 ) Balance as of December 31, 2018 59,210 59 294,279 — — ( 93 ) ( 151,497 ) 142,748 Issuance of common stock upon exercise of stock options 932 1 7,704 — — — — 7,705 Issuance of common stock upon vesting of restricted stock units 1,204 1 ( 1 ) — — — — — Issuance of common stock under ESPP 198 — 7,823 — — — — 7,823 Stock-based compensation — — 42,065 — — — — 42,065 Other comprehensive income — — — — — 669 — 669 Net loss — — — — — — ( 4,552 ) ( 4,552 ) Balance as of December 31, 2019 61,544 61 351,870 — — 576 ( 156,049 ) 196,458 Equity component of issuance of the 2025 convertible senior notes, net of issuance costs — — 154,363 — — — — 154,363 Purchase of capped calls related to the 2025 convertible senior notes — — ( 90,448 ) — — — — ( 90,448 ) Equity component from conversion of the 2023 convertible senior notes — — ( 338,855 ) — — — — ( 338,855 ) Issuance of common stock upon partial conversion of the 2023 convertible senior notes 3,015 3 309,686 — — — — 309,689 Partial unwind of capped calls related to the 2023 convertible senior notes — — — 16 2,263 2,263 Fair value of Inference assumed unvested stock options for services completed prior to the acquisition — — 192 — — — — 192 Issuance of common stock upon exercise of stock options 558 1 11,655 — — — — 11,656 Issuance of common stock upon vesting of restricted stock units 1,210 1 ( 1 ) — — — — — Issuance of common stock under ESPP 169 1 11,469 — — — — 11,470 Stock-based compensation — — 64,747 — — — — 64,747 Other comprehensive loss — — — — — ( 241 ) — ( 241 ) Net loss — — — — — — ( 42,130 ) ( 42,130 ) Balance as of December 31, 2020 66,496 $ 67 $ 474,678 16 $ 2,263 $ 335 $ ( 198,179 ) $ 279,164 (1) Effective January 2018, the Company adopted ASU 2014-09 - Revenue from Contracts with Customers: Topic 606. Accordingly, the Company recorded a net reduction to opening accumulated deficit of $ 24.1 million as of January 1, 2018 due to the cumulative impact of adopting the new standard. See Note 1 for more information. See accompanying notes to consolidated financial statements. 71 Table of Contents FIVE9, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (thousands) Year Ended December 31, 2020 2019 2018 Cash flows from operating activities: Net loss $ ( 42,130 ) $ ( 4,552 ) $ ( 221 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 25,087 14,374 10,274 Amortization of operating lease right-of-use assets 5,687 4,735 — Amortization of premium on marketable investments 3,090 ( 1,108 ) ( 670 ) Provision for doubtful accounts 754 90 90 Stock-based compensation 64,747 42,065 28,484 Amortization of discount and issuance costs on convertible senior notes 25,738 12,788 7,881 Gain on sale of convertible note held for investment — ( 217 ) ( 312 ) Loss on early extinguishment of debt 6,964 — — Deferred taxes ( 178 ) — — Tax benefit of valuation allowance associated with an acquisition ( 2,910 ) — — Other ( 147 ) 448 160 Changes in operating assets and liabilities: Accounts receivable ( 9,958 ) ( 12,935 ) ( 5,829 ) Prepaid expenses and other current assets ( 5,313 ) ( 2,671 ) ( 2,806 ) Deferred contract acquisition costs ( 28,959 ) ( 12,783 ) ( 7,748 ) Other assets ( 1,911 ) ( 348 ) 193 Accounts payable 6,181 2,549 2,418 Accrued and other current liabilities 9,374 ( 544 ) 1,865 Accrued federal fees and sales tax liability 1,302 1,010 495 Deferred revenue 7,971 8,695 3,956 Other liabilities 1,913 ( 375 ) 392 Net cash provided by operating activities 67,302 51,221 38,622 Cash flows from investing activities: Purchases of marketable investments ( 620,948 ) ( 359,470 ) ( 220,704 ) Proceeds from maturities of marketable investments 434,478 328,740 11,293 Purchases of property and equipment ( 30,422 ) ( 19,228 ) ( 9,261 ) Cash paid to acquire Inference and Virtual Observer ( 165,338 ) — — Cash paid to acquire substantially all of the assets of Whendu ( 100 ) ( 13,890 ) — Proceeds from sale of convertible note held for investment — 217 1,923 Net cash used in investing activities ( 382,330 ) ( 63,631 ) ( 216,749 ) Cash flows from financing activities: Proceeds from issuance of convertible senior notes 728,812 — 250,711 Payments for capped call transactions ( 90,448 ) — ( 31,412 ) Repurchase of a portion of 2023 convertible senior notes, net of costs ( 200,350 ) — — Proceeds from exercise of common stock options 11,656 7,705 7,779 Proceeds from sale of common stock under ESPP 11,469 7,823 5,730 Payments of employee taxes related to vested common stock — — ( 260 ) Repayments on revolving line of credit — — ( 32,594 ) Repayments of notes payable — — ( 318 ) Payments of finance leases ( 3,715 ) ( 7,054 ) ( 8,544 ) Net cash provided by financing activities 457,424 8,474 191,092 Net increase (decrease) in cash and cash equivalents 142,396 ( 3,936 ) 12,965 Cash and cash equivalents: Beginning of year 77,976 81,912 68,947 End of year $ 220,372 $ 77,976 $ 81,912 Supplemental disclosures of cash flow data: Cash paid for interest $ 2,324 $ 1,029 $ 2,288 Cash paid for income taxes 293 281 159 Non-cash investing and financing activities: Equipment obtained under finance lease $ — $ — $ 5,142 Equipment purchased and unpaid at period-end 8,114 2,890 1,583 Capitalization of leasehold improvement through non-cash lease incentive — 79 — Acquisition and related transaction costs accrued at period-end 586 1,895 — See accompanying notes to the consolidated financial statements. 72 Table of Contents FIVE9, INC. Notes to Consolidated Financial Statements 1. Description of Business and Summary of Significant Accounting Policies Five9, Inc. and its wholly-owned subsidiaries (the “Company”) is a provider of cloud software for contact centers. The Company was incorporated in Delaware in 2001 and is headquartered in San Ramon, California. The Company has offices in Europe, Asia and Australia, which primarily provide research, development, sales, marketing, and client support services. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in accordance 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The significant estimates made by management affect revenue and related reserves, as well as the fair value of assets acquired and liabilities assumed through business combinations. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates. Foreign Currency The functional currency of the Company’s foreign subsidiaries is the U.S. dollar. For these subsidiaries, the monetary assets and liabilities are re-measured into U.S. dollars at the current exchange rate as of the balance sheet date, and all non-monetary assets and liabilities are re-measured into U.S. dollars at historical exchange rates. Revenues are primarily denominated in U.S. dollars. Expenses are converted using average rates in effect on a monthly basis. Exchange gains and losses resulting from foreign currency transactions were not significant in any period and are reported in “Other income (expense), net” in the consolidated statements of operations and comprehensive loss. Cash and Cash Equivalents The Company’s cash and cash equivalents consist of highly liquid investments with maturities of three months or less at the time of purchase. The Company’s cash equivalents consist of investments in money market funds, U.S. treasury securities, U.S. agency securities and commercial paper. Marketable Investments The Company’s marketable investments consist of U.S agency securities and government sponsored securities, U.S. treasury securities, certificates of deposit, municipal bonds, corporate bonds and commercial paper. The Company determines the appropriate classification of its investments in marketable investments at the time of purchase and re-evaluates such designation at each balance sheet date. The Company’s marketable investments have been classified and accounted for as available-for-sale. Marketable investments are carried at fair value. Concentration Risks Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist primarily of cash and cash equivalents, marketable investments and accounts receivable. A significant portion of the Company’s cash and cash equivalents is held at three large reputable financial institutions. Total cash and cash equivalents in excess of insured limits were $ 218.3 million and $ 77.6 million as of December 31, 2020 and 2019, respectively. The Company has not experienced any losses in such accounts. 73 Table of Contents As of December 31, 2020 and 2019, no single client represented more than 10% of accounts receivable. For the years ended December 31, 2020, 2019 and 2018, no single client represented more than 10% of revenue. Allowance for Doubtful Accounts The Company's adoption of ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), on January 1, 2020 required it to shift from an incurred loss impairment model to an expected credit loss model, which requires it to consider historical loss rates and expectations of forward-looking losses to estimate its allowance for doubtful accounts on its trade accounts receivables, unbilled accounts receivables and contract assets. The adoption of this new standard did not have a material impact on the Company’s financial position, operating results or cash flows. The following table presents the changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2020 2019 2018 Balance, beginning of period $ 11 $ 12 $ 33 Add: bad debt expense 754 90 90 Less: write-offs, net of recoveries ( 638 ) ( 91 ) ( 111 ) Balance, end of period $ 127 $ 11 $ 12 Property and Equipment, Net Property and equipment is stated at cost less accumulated depreciation and amortization, and is depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Category Estimated Useful Lives Computer and network equipment 3 to 5 years Computer software 3 years Development costs 1 to 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of useful life or lease term Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. The Company evaluates the recoverability of property and equipment for possible impairment whenever events or circumstances indicate that the carrying amount of such assets or asset groups may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets or asset groups are expected to generate. If such evaluation indicates that the carrying amount of the assets or asset groups is not recoverable, the carrying amount of such assets or asset groups is reduced to fair value. No impairment losses have been recognized in any of the periods presented. 74 Table of Contents Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed as of the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value to these tangible and intangible assets and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to its consolidated statement of operations. Goodwill and Intangible Assets The Company records goodwill when the consideration paid in a business combination exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but instead is required to be tested for impairment annually and whenever events or changes in circumstances indicate that the carrying value of goodwill may exceed its fair value. The Company performs testing for impairment of goodwill in its fourth quarter, or as events occur or circumstances change that would more likely than not reduce the fair value of the Company’s single reporting unit below its carrying amount. A qualitative assessment is first made to determine whether it is necessary to perform the quantitative goodwill impairment test. This initial qualitative assessment includes, among other things, consideration of: (i) market capitalization of the Company; (ii) past, current and projected future earnings and equity; (iii) recent trends and market conditions; and (iv) valuation metrics involving similar companies that are publicly-traded and acquisitions of similar companies, if available. If this initial qualitative assessment indicates that it is more likely than not that impairment exists, a second quantitative assessment will be performed, involving a comparison between the estimated fair values of the Company’s single reporting unit with its respective carrying amount including goodwill. If the carrying value exceeds estimated fair value, an impairment charge is recorded for the excess. Intangible assets, consisting of acquired developed technology, domain names and customer relationships, are carried at cost less accumulated amortization. All intangible assets have been determined to have definite lives and are amortized on a straight-line basis over their estimated remaining economic lives, ranging from three to six years . Amortization expense related to developed technology is included in cost of revenue. Amortization expense related to customer relationships is included in sales and marketing expense. Amortization expense related to domain names is included in general and administrative expense. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate an asset’s carrying value may not be recoverable. Revenue Recognition Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company generates all of its revenue from contracts with customers. In contracts with multiple performance obligations, it identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the contract at contract inception. Performance obligations that are not distinct at contract inception are combined. The Company allocates the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation. The Company then looks to how services are transferred to the customer in order to determine the timing of revenue recognition. Most services provided under the Company’s agreements result in the transfer of control over time. The Company’s revenue consists of subscription services and related usage as well as professional services. The Company charges clients subscription fees, usually billed on a monthly basis, for access to the Company’s VCC solution. The subscription fees are primarily based on the number of agent seats, as well as the specific VCC functionalities and applications deployed by the client. Agent seats are defined as the maximum number of named agents allowed to concurrently access the VCC cloud platform. Clients typically have more named agents than agent seats. Multiple named agents may use an agent seat, though not simultaneously. Substantially all of the Company’s clients purchase both subscriptions and related telephony usage. A small percentage of the Company’s clients subscribe to its platform but purchase telephony usage directly from a wholesale telecommunications service provider. The Company does not sell telephony usage on a stand-alone basis to any client. The related usage fees are generally based on the volume of minutes used for inbound and outbound client interactions. Revenue generated 75 Table of Contents from telephony usage is presented in revenue and cost of sales on a gross basis, as the Company is the party that controls the service and is responsible for fulfilling the promise to provide the call service by diverting the calls to selected carriers. The Company also offers bundled plans, generally for smaller deployments, whereby the client is charged a single monthly fixed fee per agent seat that includes both subscription and unlimited usage in the contiguous 48 states and, in some cases, Canada. Professional services revenue is derived primarily from VCC implementations, including application configuration, system integration, optimization, education and training services. Clients are not permitted to take possession of the Company’s software. The Company offers monthly, annual and multiple-year contracts to its clients, generally with 30 days’ notice required for reductions in the number of agent seats. Increases in the number of agent seats can be provisioned almost immediately. The Company’s clients, therefore, are able to adjust the number of agent seats used to meet their changing contact center needs. The Company’s larger clients typically choose annual contracts, which generally include an implementation and ramp period of several months. Fixed subscription fees, including bundled plans, are generally billed monthly in advance, while related usage fees are billed in arrears. Support activities include technical assistance for the Company’s solution and upgrades and enhancements to the VCC cloud platform on a when-and-if-available basis, which are not billed separately. The Company generally requires advance deposits from its clients based on estimated usage when such usage is not billed as part of a bundled plan. Any unused portion of the deposit is refundable to the client upon termination of the arrangement, provided all amounts due have been paid. All fees, except usage deposits, are non-refundable. Professional services are primarily billed on a fixed-fee basis. Revenue for professional services is recognized over time, as services are performed. The estimation of variable consideration for each performance obligation requires the Company to make subjective judgments resulting in estimated variable consideration that is included in the transaction fee. This is done to the extent that it is probable, in the Company’s judgment, that a significant reversal in the amount of cumulative revenue recognized under the contract will not occur. The Company estimates the variable consideration in order to allocate the overall transaction fee on a relative stand-alone selling price basis to its multiple performance obligations. When services are included in the contract with the customer and are not sold at their stand-alone selling price, this requires the Company to estimate the number of seats the customer will use, especially during the initial ramp period of the contract, during which the Company bills under an ‘actual usage’ model for subscription-related services. The Company recognizes revenue on fixed fee professional services performance obligations based on the proportion of labor hours expended compared to the total hours expected to complete the related performance obligation. The determination of the total labor hours expected to complete the performance obligations involves judgment, which influences the initial stand-alone selling price estimate as well as the timing of professional services revenue recognition, although this is typically resolved in a short time frame. When a contract with a customer is signed, the Company assesses whether collection of the fees under the arrangement is probable. The Company assesses collection based on a number of factors, including past transaction history and the creditworthiness of the client. The Company maintains a revenue reserve for potential credits to be issued in accordance with service level agreements or for other revenue adjustments. Deferred Revenue Deferred revenue consists of billings or payments received from clients for subscription service, usage and professional services in advance of revenue recognition and is recognized in accordance with the Company’s revenue recognition policy discussed above. The Company generally invoices its clients monthly in advance for subscription services. Accordingly, the deferred revenue balance does not represent the total contract value of sales arrangements. Cost of Revenue Cost of revenue consists primarily of personnel costs, including stock-based compensation, fees that the Company pays to telecommunications providers for usage, USF contributions and other regulatory costs, depreciation and related expenses of the servers and equipment, costs to build out and maintain co-location data centers, costs of public cloud-based data centers, allocated office and facility costs and amortization of acquired technology. Personnel costs include those associated with support of the Company’s solution, clients and data center 76 Table of Contents operations, as well as with providing professional services. Data center costs include costs to build out and setup, as well as co-location fees for the right to place the Company’s servers in data centers owned by third parties. Research and Development Research and development expenses consist primarily of salary and related expenses, including stock-based compensation, for personnel related to the development of improvements and expanded features for the Company’s services, as well as quality assurance, testing, product management and allocated overhead. Research and development costs are expensed as incurred except for internal use software development costs that qualify for capitalization. The Company reviews development costs incurred for internal-use software in the application development stage and assesses costs for capitalization. Advertising Costs The Company primarily advertises its services through the internet and in conjunction with partners. Advertising costs are expensed as incurred and were $ 15.6 million, $ 13.4 million and $ 12.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. Commissions Commissions consist of variable compensation earned by sales personnel and referral fees the Company pays to third parties. The Company defers all incremental commission costs to obtain the contract, and amortizes these costs over a period of benefit determined to be five years. Commission expense was $ 21.9 million, $ 15.0 million and $ 10.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. Stock-Based Compensation All stock-based compensation granted to employees and non-employee directors is measured at the grant date fair value of the award. The Company estimates the fair value of stock options and purchase rights under the Company’s Equity Incentive Plans and the 2014 Employee Stock Purchase Plan (“2014 ESPP Plan”), respectively, using the Black-Scholes option-pricing model. The fair value of restricted stock awards is equal to the fair value of the Company’s common stock on the date of grant. Compensation expense is recognized net of forfeitures using the straight-line method over the service period, which is generally the vesting period. Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date. The Company records a valuation allowance to reduce its deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. As of December 31, 2020 and 2019, the Company recorded a full valuation allowance against the U.S. net deferred tax assets because of its history of operating losses in the United States. However, starting in 2020, the Company recorded net foreign deferred tax liabilities associated with its U.K. and Australia operations totaling $ 4.4 million, which cannot reduce its U.S. valuation allowance. The Company classifies interest and penalties on unrecognized tax benefits as income tax expense. Comprehensive loss Comprehensive loss consists of net income (loss), unrealized gains or losses on available-for-sale marketable investments and the effects of foreign currency translation adjustments. The Company presents comprehensive loss as part of the consolidated statements of operations. The changes in the accumulated balances of the components of other comprehensive income (loss) were not material for the periods presented. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, and excludes any dilutive effects of employee stock-based awards and warrants. Diluted net income (loss) per share is computed giving effect to all potentially dilutive 77 Table of Contents common shares, including common stock issuable upon exercise of stock options and warrants, vesting of restricted stock units and purchases under the 2014 ESPP Plan. In periods of net loss, all potentially issuable shares of common stock are excluded from the diluted net loss per share computation because they are anti-dilutive. Therefore, basic and diluted net loss per share are the same for all years presented in the Company’s consolidated statements of operations and comprehensive loss. Indemnification The Company, in the ordinary course of business, enters into agreements of varying scope and terms pursuant to which it agrees to indemnify clients, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, including breach of security, services to be provided by the Company or from intellectual property infringement claims made by third parties. To date, the Company has not incurred any material costs as a result of such indemnification provisions and the Company has not accrued any liabilities related to such obligations in the consolidated financial statements as of December 31, 2020 and 2019. Segment Information The Company has determined that its Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single reportable segment. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and issued subsequent amendments to the initial guidance in 2017, 2018 and 2019 (collectively, “ASC 842”). Under the new guidance, a lessee is required to recognize assets and liabilities for both finance, previously known as capital, and operating leases with lease terms of more than 12 months. ASC 842 also requires disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. Lessor accounting remained largely unchanged from previous GAAP. In transition, the Company was required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach that included a number of optional practical expedients that the Company elected to apply. The Company adopted ASC 842 using the modified retrospective method on January 1, 2019. The Company elected the available practical expedients, implemented internal controls, and a lease accounting system to enable the preparation of financial information upon adoption. The adoption of ASC 842 resulted in the recognition of operating lease liabilities of $ 8.4 million and operating lease right-of-use (“ROU”) assets of the same amount. Existing deferred rent of $ 0.6 million was recorded as an offset to ROU assets, resulting in net ROU assets of $ 7.8 million. The Company’s accounting for finance leases remained substantially unchanged. The adoption of ASC 842 did not have any impact on the Company's operating results or cash flows. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which clarifies the accounting for implementation costs in cloud computing arrangements. The Company early adopted ASU 2018-15 prospectively on January 1, 2019 to align the requirements for capitalizing implementation costs in a hosting arrangement that is a service contract with the requirements for capitalization costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. The adoption of ASU 2018-15 did not have a material impact on the Company’s financial position and results of operations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in more timely recognition of credit losses. The Company adopted ASU 2016-13 using the modified retrospective method on January 1, 2020. The adoption of ASU 2016-13 did not have a material impact on the 78 Table of Contents Company’s consolidated financial position, operating results or cash flows. See Notes 1 for further information on the impact of this adoption. Recent Accounting Pronouncements Not Yet Effective In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"), which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. This standard will be effective for the Company’s fiscal years beginning in the first quarter of 2022, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) , which amends its guidance to simplify the accounting for income taxes by, among other provisions, removing exceptions to certain general principles in Topic 740, Income Taxes. The standard will be effective for the Company beginning in the first quarter of 2021, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2019-12 will have on its consolidated financial statements. There are several other new accounting pronouncements issued by the FASB, which the Company will adopt. However, the Company does not believe any of those accounting pronouncements will have a material impact on its consolidated financial position, operating results or statements of cash flows. 2. Revenue Contract Balances The following table provides information about accounts receivable, net, deferred contract acquisition costs, contract assets and contract liabilities from contracts with customers (in thousands): December 31, 2020 December 31, 2019 Accounts receivable, net $ 48,731 $ 37,655 Deferred contract acquisition costs: Current $ 20,695 $ 13,014 Non-current 51,934 30,655 Total deferred contract acquisition costs $ 72,629 $ 43,669 Contract assets and contract liabilities: Contract assets (included in prepaid expenses and other current assets) $ 1,297 $ 825 Contract liabilities (deferred revenue) 31,983 24,681 Contract liabilities (deferred revenue) (included in other long term liabilities) 3,373 1,550 Net contract assets (liabilities) $ ( 34,059 ) $ ( 25,406 ) The Company receives payments from customers based upon billing cycles. Invoice payment terms are usually 30 days or less. Accounts receivable are recorded when the right to consideration becomes unconditional. Deferred contract acquisition costs are recorded when incurred and are amortized over a customer benefit period of five years . 79 Table of Contents The Company’s contract assets consist of unbilled amounts typically resulting from professional services revenue recognition when it exceeds the total amounts billed to the customer. The Company’s contract liabilities consist of advance payments and billings in excess of revenue recognized. In the year ended December 31, 2020, the Company recognized revenue of $ 23.1 million related to its contract liabilities at December 31, 2019. Remaining Performance Obligations As of December 31, 2020, the aggregate amount of the total transaction price allocated in contracts with original duration of greater than one year to the remaining performance obligations was $ 330.0 million. The Company expects to recognize revenue on approximately three-fourths of the remaining performance obligation over the next 24 months, with the balance recognized thereafter. The Company has elected the optional exemption, which allows for the exclusion of the amounts for remaining performance obligations that are part of contracts with an original expected duration of one year or less. Such remaining performance obligations represent unsatisfied or partially unsatisfied performance obligations pursuant to ASC 606. 3. Investments and Fair Value Measurements Marketable Investments The Company’s marketable investments have been classified and accounted for as available-for-sale. The Company’s marketable investments as of December 31, 2020 and 2019 were as follows (in thousands): December 31, 2020 Short-Term Marketable Investments Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Certificates of deposit $ 3,479 $ 1 $ — $ 3,480 U.S. treasury 287,315 41 ( 4 ) 287,352 U.S. agency securities 67,227 12 ( 6 ) 67,233 Commercial paper 5,093 — — 5,093 Municipal bonds 2,684 1 ( 1 ) 2,684 Corporate bonds 17,323 6 — 17,329 Total $ 383,121 $ 61 $ ( 11 ) $ 383,171 December 31, 2020 Long-term Marketable Investments Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury $ 10,189 $ — $ — $ 10,189 U.S. agency securities 31,469 9 ( 1 ) 31,477 Municipal bonds 461 — — 461 Total $ 42,119 $ 9 $ ( 1 ) $ 42,127 80 Table of Contents December 31, 2019 Short-Term Marketable Investments Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Certificates of deposit $ 161 $ 1 $ — $ 162 U.S. treasury 31,933 8 ( 1 ) 31,940 U.S. agency securities 177,629 110 ( 9 ) 177,730 Commercial paper 15,240 — — 15,240 Municipal bonds 3,014 1 — 3,015 Corporate bonds 13,876 10 — 13,886 Total $ 241,853 $ 130 $ ( 10 ) $ 241,973 The following table presents the gross unrealized losses and the fair value for those marketable investments that were in an unrealized loss position for less than 12 months as of December 31, 2020 and 2019 (in thousands): December 31, 2020 December 31, 2019 Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value U.S. treasury $ ( 4 ) $ 78,549 $ ( 1 ) $ 12,926 U.S. agency securities ( 7 ) 39,443 ( 9 ) 36,322 Municipal bonds ( 1 ) 1,201 — — Corporate bonds ( 1 ) 1,347 — 251 Total $ ( 13 ) $ 120,540 $ ( 10 ) $ 49,499 Although the Company had certain available-for-sale debt securities in an unrealized loss position as of December 31, 2020, no impairment loss was recorded since it did not intend to sell them, did not anticipate a need to sell them, and the decline in fair value was not due to any credit-related factors, which it is now required to assess upon adoption of ASU 2016-13. The amortized cost and fair value of the Company’s marketable investments by contractual maturity as of December 31, 2020 were as follows: Cost Fair Value Due within one year $ 383,121 $ 383,171 Due after one year through two years 42,119 42,127 Total $ 425,240 $ 425,298 Fair Value Measurements The Company carries cash equivalents and marketable investments at fair value. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Observable inputs, which include unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than Level 1 inputs, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. 81 Table of Contents Level 3 — Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. Marketable investments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations or alternative pricing sources. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. 82 Table of Contents The following table sets forth the Company’s assets measured at fair value by level within the fair value hierarchy (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 89,888 $ — $ — $ 89,888 U.S. treasury 39,997 — — 39,997 Total cash equivalents $ 129,885 $ — $ — $ 129,885 Marketable investments (Short and Long-term) Certificates of deposit $ — $ 3,480 $ — $ 3,480 U.S. Treasury 297,540 — — 297,540 U.S. agency securities — 98,711 — 98,711 Commercial paper — 5,093 — 5,093 Municipal bonds — 3,145 — 3,145 Corporate bonds — 17,329 — 17,329 Total marketable investments $ 297,540 $ 127,758 $ — $ 425,298 Liabilities Contingent consideration $ — $ 18,100 $ 18,100 December 31, 2019 Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 2,179 $ — $ — $ 2,179 Commercial paper — 2,697 — 2,697 Total cash equivalents $ 2,179 $ 2,697 $ — $ 4,876 Marketable investments Certificates of deposit $ — $ 162 $ — $ 162 U.S. Treasury 31,940 — — 31,940 U.S. agency securities — 177,730 — 177,730 Commercial paper — 15,240 — 15,240 Municipal bonds — 3,015 — 3,015 Corporate bonds — 13,886 — 13,886 Total marketable investments $ 31,940 $ 210,033 $ — $ 241,973 As of December 31, 2020 and 2019, the estimated fair value of the Company’s outstanding 0.125 % convertible senior notes due 2023 (the “2023 convertible senior notes”) was $ 253.1 million and $ 437.0 million, respectively. As of December 31, 2020, the estimated fair value of the Company's outstanding 0.500 % convertible senior notes due 2025 (the "2025 convertible senior notes" and, together with the 2023 convertible senior notes, the "convertible senior notes") was $ 1,098.5 million. The fair values were determined based on the quoted price of the convertible senior notes in an inactive market on the last trading day of the reporting period and have been classified as Level 2 in the fair value hierarchy. See Note 6 for further information on the Company’s convertible senior notes. As part of the agreement to acquire Inference in November 2020, the Company may be obligated to pay contingent earn out consideration of up to $ 24.0 million based upon achievement of certain milestones and relative thresholds during the earn out measurement period which ends on December 31, 2021. The fair value of the contingent consideration arrangement, estimated to be $ 18.1 million as of December 31, 2020, is classified within 83 Table of Contents Level 3 and is determined using a probability-based scenario analysis approach. The resulting probability-weighted contingent consideration amounts were discounted based on the Company’s estimated cost of debt. Future changes in the achievement of certain milestones and relative thresholds could result in a material change to the amount of contingent consideration accrued, and such changes will be recorded in the Company's consolidated statements of operations. There were no assets or liabilities measured at fair value on a non-recurring basis as of December 31, 2020 and 2019. The Company’s other financial instruments’ fair value, including accounts receivable, accounts payable and other current liabilities, approximate its carrying value due to the relatively short maturity of those instruments. The carrying amounts of the Company’s finance leases approximate their fair value, which is the present value of expected future cash payments based on assumptions about current interest rates and the creditworthiness of the Company. 4. Financial Statement Components Cash and cash equivalents consisted of the following (in thousands): December 31, 2020 2019 Cash and cash equivalents: Cash $ 90,487 $ 73,100 Money market funds 89,888 2,179 U.S. Treasury 39,997 — Commercial paper — 2,697 Total cash and cash equivalents $ 220,372 $ 77,976 Accounts receivable, net consisted of the following (in thousands): December 31, 2020 2019 Trade accounts receivable $ 42,366 $ 34,591 Unbilled trade accounts receivable, net of advance client deposits 6,492 3,075 Allowance for doubtful accounts ( 127 ) ( 11 ) Accounts receivable, net $ 48,731 $ 37,655 Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2020 2019 Prepaid expenses $ 9,816 $ 4,901 Other current assets 5,036 4,930 Contract assets 1,297 825 Prepaid expenses and other current assets $ 16,149 $ 10,656 84 Table of Contents Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Computer and network equipment $ 89,763 $ 67,378 Computer software 25,888 14,157 Internal-use software development costs 500 500 Furniture and fixtures 3,372 2,918 Leasehold improvements 2,335 2,264 Property and equipment 121,858 87,217 Accumulated depreciation and amortization ( 70,645 ) ( 54,027 ) Property and equipment, net $ 51,213 $ 33,190 Depreciation and amortization expense associated with property and equipment was $ 18.2 million, $ 13.5 million and $ 9.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. Property and equipment capitalized under finance lease obligations consists primarily of computer and network equipment and was as follows (in thousands): December 31, 2020 2019 Gross $ 45,021 $ 46,671 Less: accumulated depreciation and amortization ( 41,908 ) ( 39,190 ) Total $ 3,113 $ 7,481 Accrued and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Accrued expenses $ 15,217 $ 4,152 Accrued compensation and benefits 29,233 14,233 Accrued and other current liabilities $ 44,450 $ 18,385 Other long-term liabilities consisted of the following (in thousands): December 31, 2020 2019 Deferred revenue $ 3,373 $ 1,550 Deferred tax liabilities 4,438 — Other long-term liabilities 5,554 2,800 Contingent consideration 18,100 — Other long-term liabilities $ 31,465 $ 4,350 5. Goodwill and Intangible Assets Goodwill Goodwill was recorded as a result of the Company’s acquisition of Face It, Corp., which the Company also refers to as SoCoCare, in October 2013, Virtual Observer in April 2020, and Inference in November 2020. See Note 14 for further details of the Virtual Observer and Inference acquisitions. The following table summarizes the activity in the Company's goodwill balances during the years ended December 31, 2019 and 2020 (in thousands): 85 Table of Contents Goodwill Beginning of the period, January 1, 2019 $ 11,798 Addition — End of the period, December 31, 2019 11,798 Addition (Inference) 130,976 Addition (Virtual Observer) 22,646 End of the period, December 31, 2020 $ 165,420 During the fourth quarter of 2020, the Company completed its annual goodwill impairment test. Based on its assessment of the qualitative factors, the Company’s management concluded that the fair value of the Company’s goodwill was more likely than not greater than its carrying amount as of December 31, 2020. As such, it was not necessary to perform the quantitative goodwill impairment test. Subsequent to the 2020 annual impairment test, the Company believes there have been no significant events or circumstances negatively affecting the valuation of goodwill. As of December 31, 2020 and 2019, there was no impairment to the carrying value of the Company’s goodwill. Intangible Assets Intangible assets were acquired in connection with the Company’s acquisitions of SoCoCare in October 2013, Whendu in November 2019, Virtual Observer in April 2020, and Inference in November 2020. See Note 14 for further details of the Whendu, Virtual Observer, and Inference acquisitions. The following table summarizes the activity in the Company's intangible asset balances during the years ended December 31, 2019 and 2020 (in thousands): Intangible Assets Beginning of the period, January 1, 2019 $ 631 Addition (Whendu) 15,784 Amortization ( 882 ) End of the period, December 31, 2019 15,533 Addition (Inference) 30,100 Addition (Virtual Observer) 12,800 Addition (Whendu) 100 Amortization ( 6,849 ) End of the period, December 31, 2020 $ 51,684 The components of intangible assets were as follows (in thousands): December 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Amortization Period (Years) Developed technology $ 56,214 $ ( 6,761 ) $ 49,453 4.9 $ 17,777 $ ( 2,690 ) $ 15,087 3.9 Acquired workforce 470 ( 177 ) 293 1.9 467 ( 21 ) 446 2.9 Customer relationships 1,600 ( 101 ) 1,499 4.7 — — — Trademarks 500 ( 61 ) 439 1.8 — — — Total $ 58,784 $ ( 7,100 ) $ 51,684 4.9 $ 18,244 $ ( 2,711 ) $ 15,533 3.8 Amortization expense related to intangible assets was $ 6.8 million, $ 0.9 million and $ 0.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. The increase in amortization expense during the year ended 86 Table of Contents December 31, 2020 was due to the acquisition of intangible assets from Inference in November 2020, Virtual Observer in April 2020 and Whendu in November 2019. As of December 31, 2020, the expected future amortization expense for intangible assets was as follows (in thousands): Period Expected Future Amortization Expense 2021 $ 11,787 2022 11,704 2023 10,870 2024 7,527 2025 5,596 Thereafter 4,200 Total $ 51,684 Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate an asset’s carrying value may not be recoverable. The Company concluded that there was no impairment to the carrying value of its intangible assets as of December 31, 2020 and 2019. 6. Debt 0.500 % Convertible Senior Notes and Related Capped Call Transactions In May and June 2020, the Company issued $ 747.5 million aggregate principal amount of 2025 convertible senior notes in a private offering, which aggregate principal amount included the exercise in full of the initial purchasers’ option to purchase up to an additional $ 97.5 million principal amount of the 2025 convertible senior notes. The 2025 convertible senior notes mature on June 1, 2025 and bear interest at a fixed rate of 0.500 % per annum, payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The total net proceeds from the issuance of the 2025 convertible senior notes, after deducting initial purchasers' discounts and commissions and estimated debt issuance costs, were approximately $ 728.8 million. Each $ 1,000 principal amount of the 2025 convertible senior notes is initially convertible into 7.4437 shares of the Company’s common stock (the “2025 Conversion Option”), which is equivalent to an initial conversion price of approximately $ 134.34 per share of common stock, subject to adjustment upon the occurrence of specified events. The initial conversion price represents a premium of approximately 30 % to the $ 103.34 per share closing price of the Company’s common stock on The Nasdaq Global Market on May 21, 2020. The 2025 convertible senior notes are convertible, in multiples of $ 1,000 principal amount, at the option of the holders prior to the close of business on the business day immediately preceding March 1, 2025, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “2025 Measurement Period”) in which the trading price (as defined in the 2025 Indenture governing the 2025 convertible senior notes) per $ 1,000 principal amount of the 2025 convertible senior notes for each trading day of the 2025 Measurement Period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate in effect on each such trading day; (3) if the Company calls any or all of the 2025 convertible senior notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after March 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2025 convertible senior notes, in multiples of $ 1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. If the Company undergoes a fundamental change (as defined in the indenture governing the 2025 convertible senior notes), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of 87 Table of Contents their 2025 convertible senior notes, in principal amounts of $ 1,000 or a multiple thereof, at a fundamental change repurchase price equal to 100 % of the principal amount of the 2025 convertible senior notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their notes in connection with such corporate event or during the relevant redemption period. The closing market price of the Company's common stock of $ 174.40 per share as of December 31, 2020, the last trading day during the three months ended December 31, 2020, was below $ 174.64 per share, which represents 130 % of the initial conversion price of $ 134.34 per share. Additionally, the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day, December 31, 2020, was not greater than or equal to 130 % of the initial conversion price. As such, during the three months ended December 31, 2020, the conditions allowing holders of the 2025 convertible senior notes to convert were not met. The 2025 convertible senior notes are therefore not convertible during the three months ended March 31, 2021. The Company may not redeem the 2025 convertible senior notes prior to June 6, 2023. The Company may redeem for cash all or any portion of the 2025 convertible senior notes, at its option, on or after June 6, 2023 and prior to March 1, 2025 if the last reported sale price of its common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than two trading days immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2025 convertible senior notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the 2025 convertible senior notes. The 2025 convertible senior notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2025 convertible senior notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated (including the 2023 convertible senior notes); effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. In accounting for the issuance of the 2025 convertible senior notes, the 2025 convertible senior notes were separated into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated conversion feature. The carrying amount of the equity component representing the 2025 Conversion Option was $ 158.3 million and was determined by deducting the fair value of the liability component from the par value of the 2025 convertible senior notes. The equity component was recorded in additional paid-in-capital and is not re-measured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount (the “Debt Discount”) is being amortized to interest expense over the contractual term of the notes at an effective interest rate of 5.76 %. The debt component was classified as long term liabilities during the three months ended December 31, 2020. In accounting for the debt issuance costs of $ 18.7 million related to the 2025 convertible senior notes, the Company allocated the total amount incurred to the liability and equity components of the 2025 convertible senior notes based on their relative values. Issuance costs attributable to the liability component were $ 14.7 million and are being amortized to interest expense using the effective interest method over the contractual term of the 2025 convertible senior notes. Issuance costs attributable to the equity component were netted with the equity component in additional paid-in-capital. The net carrying amount of the liability component of the 2025 convertible senior notes was as follows (in thousands): December 31, 2020 Principal $ 747,500 Unamortized debt discount ( 141,792 ) Unamortized issuance costs ( 13,192 ) Net carrying amount $ 592,516 88 Table of Contents The net carrying amount of the equity component of the 2025 convertible senior notes was as follows (in thousands): December 31, 2020 Equity component $ 158,321 Issuance costs ( 3,958 ) Net carrying amount $ 154,363 Interest expense related to the 2025 convertible senior notes was as follows (in thousands): Year Ended December 31, 2020 Contractual interest expense $ 2,230 Amortization of debt discount 16,528 Amortization of issuance costs 1,538 Total interest expense $ 20,296 In connection with the issuance of the 2025 convertible senior notes, the Company entered into privately negotiated capped call transactions (the “2025 Capped Call Transactions”) with certain financial institutions. The 2025 Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock in connection with any conversion of the 2025 convertible senior notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2025 convertible senior notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The initial cap price of the 2025 Capped Call Transactions was $ 206.68 per share, and is subject to certain adjustments under the terms of the 2025 Capped Call Transactions. The 2025 Capped Call Transactions cover, subject to anti-dilution adjustments, approximately 5.6 million shares of the Company’s common stock. For accounting purposes, the 2025 Capped Call Transactions are separate transactions, and not integrated with the issuance of the 2025 convertible senior notes. As these transactions meet certain accounting criteria, the 2025 Capped Call Transactions are recorded in stockholders’ equity and are not accounted for as derivatives. The cost to the Company of the 2025 Capped Call Transactions was $ 90.5 million, which was recorded as a reduction to additional paid-in capital. The net impact to the Company's stockholders' equity as of December 31, 2020, included in additional paid-in capital, relating to the issuance of the 2025 convertible senior notes was as follows (in thousands): December 31, 2020 Conversion option $ 158,321 Payments for capped call transactions ( 90,448 ) Issuance costs ( 3,958 ) Total $ 63,915 Maturity of the Company’s 2025 convertible senior notes as of December 31, 2020 was as follows (in thousands): Period Amount to Mature 2025 (Maturity date of June 1, 2025) $ 747,500 Total $ 747,500 0.125 % Convertible Senior Notes and Related Capped Call Transactions 89 Table of Contents In May 2018, the Company issued $ 258.8 million aggregate principal amount of 2023 convertible senior notes in a private offering. The 2023 convertible senior notes mature on May 1, 2023 and bear interest at a fixed rate of 0.125 % per annum, payable semiannually in arrears on May 1 and November 1 of each year. The total net proceeds from the offering, after deducting initial purchasers' discounts and commissions and estimated debt issuance costs, was approximately $ 250.8 million. In May 2020, the Company used part of the net proceeds from the issuance of the 2025 convertible senior notes to repurchase, exchange or otherwise retire approximately $ 181.0 million aggregate principal amount of the 2023 convertible senior notes in privately-negotiated transactions for aggregate consideration of $ 449.6 million, consisting of $ 181.0 million in cash and 2,723,581 shares of the Company’s common stock (the "2023 Note Repurchase Transactions"). As of December 31, 2020, after giving effect to the 2023 Note Repurchase Transactions and other settlements upon conversion requests, approximately $ 58.9 million aggregate principal amount of 2023 convertible senior notes remained outstanding. The 2023 Note Repurchase Transactions were accounted for as a debt extinguishment. Pursuant to ASC Subtopic 470-20, total consideration for the 2023 Note Repurchase Transactions was separated into liability and equity components by estimating the fair value of a similar liability without a conversion option and assigning the residual value to the equity component. The gain or loss on extinguishment of the debt was subsequently determined by comparing the repurchase consideration allocated to the liability component to the sum of the carrying value of the liability component, net of the proportionate amounts of unamortized debt discount and the remaining unamortized debt issuance costs. Of the $ 449.6 million in aggregate consideration paid by the Company in connection with the 2023 Note Repurchase Transactions, $ 155.8 million and $ 293.8 million were allocated to the debt and equity components, respectively, using an effective interest rate of 5.32 % to determine the fair value of the liability component. This interest rate was based on the income and market-based approaches used to determine the effective interest rate of the 2023 convertible senior notes, adjusted for the remaining term of the 2023 convertible senior notes. As of the settlement of the 2023 Note Repurchase Transactions, the carrying value of the 2023 convertible senior notes subject to the 2023 Note Repurchase Transactions, net of unamortized debt discount and issuance costs, was $ 150.4 million. The Company also incurred approximately $ 0.5 million in third party transaction costs related to the 2023 Note Repurchase Transactions. These costs were allocated to the liability and equity components in proportion to the allocation of consideration transferred at settlement and accounted for as debt extinguishment costs and equity reacquisition costs, respectively. The 2023 Note Repurchase Transactions resulted in a $ 5.8 million loss on early debt extinguishment in the second quarter of fiscal 2020, of which $ 2.7 million consisted of unamortized debt issuance costs. Each $ 1,000 principal amount of the 2023 convertible senior notes was initially convertible into 24.4978 shares of the Company’s common stock (the “2023 Conversion Option”), which is equivalent to an initial conversion price of approximately $ 40.82 per share of common stock, subject to adjustment upon the occurrence of specified events. The 2023 convertible senior notes are convertible, in multiples of $ 1,000 principal amount, at the option of the holders at any time prior to the close of business on the business day immediately preceding November 1, 2022, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ended on September 30, 2018 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “2023 Measurement Period”) in which the trading price (as defined in the indenture governing the 2023 convertible senior notes) per $ 1,000 principal amount of the 2023 convertible senior notes for each trading day of the 2023 Measurement Period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate in effect on each such trading day; (3) if the Company calls any or all of the 2023 convertible senior notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after November 1, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2023 convertible senior notes, in multiples of $ 1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. If 90 Table of Contents the Company undergoes a fundamental change (as defined in the indenture governing the 2023 convertible senior notes), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their 2023 convertible senior notes, in principal amounts of $ 1,000 or a multiple thereof, at a fundamental change repurchase price equal to 100 % of the principal amount of the 2023 convertible senior notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2023 convertible senior notes in connection with such corporate event or during the relevant redemption period. During each of the quarters from the third quarter of 2019 through the fourth quarter of 2020, one of the triggers for convertibility of the 2023 convertible senior notes was triggered as the last reported sale price of the Company’s common stock was greater than $ 53.07 per share, which represents 130 % of the initial conversion price of $ 40.82 per share, for at least 20 trading days in the period of 30 consecutive trading days ended on, and including, the last trading day of the quarter for each quarter of 2020. As a result, the 2023 convertible senior notes were convertible, in multiples of $ 1,000 principal amount, at the option of the 2023 convertible senior note holders between October 1, 2019 to December 31, 2020, and are currently convertible between January 1, 2021 to March 31, 2021. Whether the 2023 convertible senior notes will be convertible after March 31, 2021 will depend on the continued satisfaction of this condition or other conversion conditions in the future. To date, the Company has paid $ 18.9 million in cash and issued 307,037 shares of its common stock to settle $ 18.9 million aggregate principal amount of its 2023 convertible senior notes that resulted in a $ 1.2 million loss on early debt extinguishment. During 2020, the Company also received 15,714 shares from the partial unwind of capped calls resulting from the settlement of its 2023 convertible senior notes. The receipt of the 15,714 shares reduced the number of shares outstanding, thus was recorded to treasury stock based on an aggregate fair value of $ 2.3 million at the time of the settlements. In addition, on or prior to December 31, 2020, the Company received elections to convert $ 7.8 million aggregate principal amount of its 2023 convertible senior notes that remained unsettled as of the end of the fourth quarter of 2020. From January 1, 2021 through the date of this filing, the Company received additional elections to convert aggregate principal amount of $ 5.8 million of the 2023 convertible senior notes. The Company has settled, or expects to settle, these conversions in cash or a combination of cash and shares during the first half of 2021. The Company has the option to settle any future election conversion notices in cash, shares, or a combination of cash and shares. The Company may not redeem the 2023 convertible senior notes prior to May 5, 2021. The Company may redeem for cash all or any portion of the 2023 convertible senior notes, at its option, on or after May 5, 2021 if the last reported sale price of its common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than two trading days immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2023 convertible senior notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the 2023 convertible senior notes. The 2023 convertible senior notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2023 convertible senior notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated (including the 2025 convertible senior notes); effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. In accounting for the issuance of the 2023 convertible senior notes, the 2023 convertible senior notes were separated into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated conversion feature. The carrying amount of the equity component representing the conversion option was $ 63.8 million and was determined by deducting the fair value of the liability component from the par value of the 2023 convertible senior notes. The equity component was recorded in additional paid-in-capital and is not re-measured as long as it continues to meet the conditions for equity classification. The Debt Discount is being amortized to interest expense over the contractual term of the 2023 convertible senior notes at an effective interest rate of 6.39 %. In accounting for the debt issuance costs of $ 8.0 million related to the 2023 convertible senior notes, the Company allocated the total amount incurred to the liability and equity components of the 2023 convertible senior notes based on their relative values. Issuance costs attributable to the liability component were $ 6.0 million and are 91 Table of Contents being amortized to interest expense using the effective interest method over the contractual term of the 2023 convertible senior notes. Issuance costs attributable to the equity component were netted with the equity component in additional paid-in-capital. The net carrying amount of the liability component of the 2023 convertible senior notes was as follows (in thousands): December 31, 2020 December 31, 2019 Principal $ 58,867 $ 258,750 Unamortized debt discount ( 7,367 ) ( 44,881 ) Unamortized issuance costs ( 700 ) ( 4,265 ) Net carrying amount $ 50,800 $ 209,604 The net carrying amount of the equity component of the 2023 convertible senior notes continued to meet the conditions for equity classification as presented below (in thousands): December 31, 2020 December 31, 2019 Equity component $ 14,505 $ 63,756 Issuance costs ( 455 ) ( 1,998 ) Net carrying amount $ 14,050 $ 61,758 Interest expense related to the 2023 convertible senior notes was as follows (in thousands): Year Ended December 31, 2020 December 31, 2019 December 31, 2018 Contractual interest expense $ 184 $ 324 $ 209 Amortization of debt discount 7,006 11,683 7,192 Amortization of issuance costs 666 1,105 689 Total interest expense $ 7,856 $ 13,112 $ 8,090 In connection with the issuance of the 2023 convertible senior notes, the Company entered into privately negotiated capped call transactions (the “2023 Capped Call Transactions”) with certain financial institutions. The 2023 Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the 2023 convertible senior notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2023 convertible senior notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The initial cap price of the 2023 Capped Call Transactions is $ 62.80 per share, and is subject to certain adjustments under the terms of the 2023 Capped Call Transactions. The 2023 Capped Call Transactions cover, subject to anti-dilution adjustments, approximately 6.3 million shares of the Company’s common stock. For accounting purposes, the 2023 Capped Call Transactions are separate transactions, and not integrated with the issuance of the 2023 convertible senior notes. As these transactions meet certain accounting criteria, the 2023 Capped Call Transactions are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $ 31.4 million incurred in connection with the 2023 Capped Call Transactions was recorded as a reduction to additional paid-in capital. In connection with the 2023 Note Repurchase Transactions, the Company amended the 2023 Capped Call Transactions such that the portion associated with the 2023 convertible senior notes subject to the 2023 Note Repurchase Transactions would remain outstanding notwithstanding the retirement of $ 181.0 million aggregate principal amount of 2023 convertible senior notes. Following such amendment, the 2023 Capped Call Transactions continue to meet the accounting criteria to be recorded in stockholders’ equity and are not accounted for as derivatives. The net impact to the Company’s stockholders’ equity, included in additional paid-in capital, relating to the issuance of the 2023 convertible senior notes issued in May 2018 was as follows (in thousands): 92 Table of Contents December 31, 2018 Conversion option $ 63,756 Payments for capped call transactions ( 31,412 ) Issuance costs ( 1,998 ) Total $ 30,346 Maturity of the Company’s 2023 convertible senior notes as of December 31, 2020 was as follows (in thousands): Period Amount to Mature 2023 $ 58,867 Total $ 58,867 7. Stockholders’ Equity Capital Structure Common Stock The Company is authorized to issue 450,000,000 shares of common stock with a par value of $ 0.001 per share. As of December 31, 2020 and 2019, the Company had 66,496,060 and 61,543,634 shares of common stock issued and outstanding, respectively. During 2020, the Company issued 3,030,618 shares of common stock in connection with 2023 convertible senior note settlements. During 2020, the Company also received 15,714 shares from the partial unwind of capped calls resulting from the settlement of its 2023 convertible senior notes. The receipt of the 15,714 shares reduced the number of shares outstanding, thus was recorded to treasury stock based on an aggregate fair value of $ 2.3 million at the time of the settlements. See Note 6 for further details. Holders of the Company’s common stock are entitled to dividends, if and when declared by the board of directors. In the event of liquidation, dissolution or winding up, subject to the rights of the holders of any then outstanding shares of preferred stock, holders of common stock will be entitled to receive the assets and funds of the Company that are legally available for distribution. Preferred Stock The Company is authorized to designate and issue up to 5,000,000 shares of preferred stock with a par value of $ 0.001 per share in one or more series without stockholder approval and to fix the rights, preferences, privileges and restrictions thereof. As of December 31, 2020 and 2019, there were no shares of preferred stock issued and outstanding. Common Stock Reserved for Future Issuance Shares of common stock reserved for future issuance related to outstanding equity awards and employee equity incentive plans as of December 31, 2020, were as follows (in thousands): Common Stock Reserved Stock options outstanding 2,255 Restricted stock units outstanding 2,267 Shares available for future grant under 2014 Plan 11,562 Shares available for future issuance under ESPP 2,532 Total shares of common stock reserved 18,616 93 Table of Contents Equity Incentive Plans Prior to the Company’s initial public offering (“IPO”) in April 2014, the Company granted stock options under its Amended and Restated 2004 Equity Incentive Plan, as amended (“ 2004 Plan”). Under the terms of the 2004 Plan, the Company had the ability to grant incentive and nonstatutory stock options. Incentive stock options could only be granted to Company employees. Nonstatutory stock options could be granted to Company employees, directors and consultants. Such options are exercisable at prices, as determined by the board of directors, generally equal to the fair value of the Company’s common stock at the date of grant. Options granted to employees generally vest over a four-year period, with an initial vesting period of 12 months for 25 % of the shares, and the remaining 75 % of the shares vesting monthly on a ratable basis over the remaining 36 months. Options generally expire 10 years after the grant date and are generally exercisable upon vesting. Vested options generally expire 90 days after termination of the optionee’s employment or relationship as a consultant or director, unless otherwise extended by the terms of the stock option agreement. In March 2014, the Company’s board of directors and stockholders approved the 2014 Equity Incentive Plan (“2014 Plan”) and 5,300,000 shares of common stock were authorized for issuance under the 2014 Plan. In addition, on the first day of each year beginning in 2015 and ending in 2024, the 2014 Plan provides for an annual automatic increase to the shares reserved for issuance in an amount equal to 5 % of the total number of shares outstanding on December 31st of the preceding calendar year or a lesser number as determined by the Company’s board of directors. Pursuant to the automatic annual increase, 3,324,803 additional shares were reserved under the 2014 Plan on January 1, 2021. No further grants were made under the 2004 Plan once the 2014 Plan became effective on April 3, 2014. Upon the effectiveness of the 2014 Plan, all shares reserved for future issuance under the 2004 Plan became available for issuance under the 2014 Plan. Additionally, any forfeited or expired shares that would have otherwise returned to the 2004 Plan instead return to the 2014 Plan. The 2014 Plan allows the Company to grant stock options, restricted stock units (“RSUs”), restricted stock awards, performance stock awards, stock appreciation rights, performance cash awards, and other stock awards. To date, the Company has granted stock options and RSUs under the 2014 Plan. Stock options granted under the 2014 Plan are in general at a price equal to the fair market value of the common stock on the date of grant and vest over four years . The Company’s stock options expire 10 years from the date of grant. Each RSU granted under the 2014 Plan represents a right to receive one share of the Company’s common stock when the RSU vests. RSUs generally vest over one to four years . Vested options generally expire three months after termination of the optionee’s employment or relationship as a consultant or director, unless otherwise extended by the terms of the stock option agreement. In connection with the Company’s acquisition of Inference, the Company assumed unvested stock options that had been granted under the Inference Technologies Group Inc. 2018 Equity Incentive Plan. Each of the assumed stock options are subject to substantially the same terms and conditions as applied to the assumed stock options immediately prior to the acquisition date, except that the number of shares of the Company’s common stock subject to each assumed stock option and the exercise price has been adjusted in accordance with the terms of the acquisition agreement. If these assumed stock options are cancelled, forfeited or expire unexercised, the underlying shares do not become available for future grant. As of the acquisition date, the estimated fair value of the assumed unvested options was $ 7.6 million, of which $ 0.2 million was recognized as goodwill and the balance of $ 7.4 million is being recognized as stock-based compensation expense over the remaining service period of the assumed unvested stock options. 94 Table of Contents Stock Options A summary of the Company’s stock option activity during the year ended December 31, 2020 is as follows (in thousands, except years and per share data): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (1) Outstanding as of December 31, 2019 2,530 $ 19.38 Options granted 271 85.68 Options assumed (2) 60 14.33 Options exercised ( 560 ) 20.86 Options forfeited or expired ( 46 ) 43.60 Outstanding as of December 31, 2020 2,255 26.33 5.4 $ 333,959 Vested and expected to vest as of December 31, 2020 2,255 26.33 5.4 333,959 Exercisable as of December 31, 2020 1,607 14.24 4.3 257,447 (1) The aggregate intrinsic value amounts are computed based on the difference between the exercise price of the stock options and the fair market value of the Company’s common stock of $ 174.40 per share as of December 31, 2020 for all in-the-money stock options outstanding. (2) The Company assumed stock options outstanding through the Inference acquisition. Following is additional information pertaining to the Company’s stock option activity (in thousands, except per share data): Year Ended December 31, 2020 2019 2018 Weighted average grant date fair value per share of options granted, excluding assumed stock options $ 38.80 $ 24.06 $ 16.33 Weighted average grant date fair value per share of assumed stock options 125.96 — — Intrinsic value of options exercised (1) 47,529 42,204 34,785 Total fair value of options vested during the period 7,846 5,342 4,744 Cash received from options exercised 11,656 7,705 7,779 (1) Intrinsic value of options exercised is the difference between the fair market value of the Company’s common stock at the time of exercise and the exercise price paid. Restricted Stock Units A summary of RSU activity during the year ended December 31, 2020 is as follows (in thousands, except years and per share data): Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding as of December 31, 2019 2,372 $ 41.32 RSUs granted 1,252 86.15 RSUs vested and released ( 1,210 ) 41.35 RSUs forfeited ( 147 ) 53.44 Outstanding as of December 31, 2020 2,267 65.42 95 Table of Contents Following is additional information pertaining to the Company’s RSU activity (in thousands, except per share data): Year Ended December 31, 2020 2019 2018 Weighted average grant date fair value per share of RSUs granted $ 86.15 $ 53.33 $ 32.30 Total fair value of RSUs vested during the period 136,805 68,072 41,245 Employee Stock Purchase Plan In March 2014, the Company’s board of directors and stockholders adopted the 2014 ESPP Plan and the shares authorized for issuance thereunder. The 2014 ESPP Plan became effective on April 3, 2014. The 2014 ESPP Plan permits eligible employees to purchase shares of the Company’s common stock through payroll deductions with up to 15 % of their pre-tax earnings subject to certain Internal Revenue Code limitations. The purchase price of the shares is 85 % of the lower of the fair market value of the Company’s common stock on the first day of a six month offering period, except for the initial offering period, or the relevant purchase date. In addition, no participant may purchase more than 1,500 shares of common stock in each purchase period. The number of shares of common stock originally reserved for issuance under the 2014 ESPP Plan was 880,000 shares, which increases automatically each year, beginning on January 1, 2015 and continuing through January 1, 2024, by the lesser of (i) 1 % of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year; (ii) 1,000,000 shares of common stock (subject to adjustment to reflect any split or combination of its common stock); or (iii) such lesser number as determined by its board of directors. Pursuant to the automatic annual increase, 664,960 additional shares were reserved under the 2014 ESPP Plan on January 1, 2021. During 2020, 168,737 shares were purchased by employees under the 2014 ESPP Plan at a weighted average price of $ 67.97 per share. Stock-Based Compensation Stock-based compensation expenses for the years ended December 31, 2020, 2019 and 2018 were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenue $ 9,422 $ 6,334 $ 3,333 Research and development (1) 14,043 7,658 5,303 Sales and marketing 20,164 11,368 6,307 General and administrative 21,118 16,705 13,541 Total stock-based compensation $ 64,747 $ 42,065 $ 28,484 (1) Includes an incremental stock-based compensation cost due to modification of certain stock-based awards of a former executive of the Company in the third quarter of 2018. As of December 31, 2020, unrecognized stock-based compensation expense by award type and their expected weighted-average recognition periods are summarized in the following table (in thousands, except years). Stock Option RSU ESPP Unrecognized stock-based compensation expense $ 22,526 $ 138,956 $ 1,825 Weighted-average amortization period 2.6 years 2.9 years 0.4 years The Company recognizes stock-based compensation expense that is calculated based upon awards that have vested, reduced for actual forfeitures. All stock-based compensation for equity awards granted to employees and non-employee directors is measured based on the grant date fair value of the award. The Company values RSUs at the closing market price of its common stock on the date of grant. The Company estimates the fair value of each stock option and purchase right under the 2014 ESPP Plan granted to employees on the date of grant using the Black-Scholes option-pricing model and using the assumptions disclosed in the table below. Expected volatility is based upon the weighting of the Company’s historical volatility. Prior to 96 Table of Contents 2020, expected volatility was based upon the weighting of the Company’s historical volatility and the historical volatility of a peer group of publicly traded companies. The expected term of options granted is estimated using the simplified method by taking the average of the vesting term and the contractual term of the option. The expected volatility assumption for purchase rights under the 2014 ESPP Plan is based on the historical volatility of the Company’s common stock. The risk-free rate for the expected term of the awards is based on U.S. Treasury zero-coupon issues at the time of grant. The Company has not paid, and does not anticipate paying, cash dividends on its shares of common stock. Accordingly, the expected dividend yield is zero. The weighted average assumptions used to value stock options and purchase rights under the 2014 ESPP Plan granted during the years ended December 31, 2020, 2019 and 2018 were as follows: Stock Options Year Ended December 31, 2020 (1) 2019 2018 Expected term (years) 5.7 6.1 6.0 Volatility 47 % 46 % 45 % Risk-free interest rate 0.9 % 2.3 % 2.8 % Dividend yield — — — (1) The weighted average assumptions for the year ended December 31, 2020 includes assumed stock options. The weighted average assumptions, excluding the assumed stock options, were an expected term of 6.0 years, volatility of 47 %, risk-free interest rate of 1.0 % and dividend yield of 0 %. The weighted average assumptions of the assumed stock options were an expected term of 4.3 years, volatility of 47 %, risk-free interest rate of 0.3 % and dividend yield of 0 %. ESPP Granted In November 2020 May 2020 November 2019 May 2019 November 2018 May 2018 Expected term (years) 0.5 0.5 0.5 0.5 0.5 0.5 Volatility 50 % 50 % 46 % 51 % 37 % 36 % Risk-free interest rate 0.1 % 0.2 % 2.4 % 2.5 % 2.1 % 1.4 % Dividend yield — — — — — — 8. Net Loss Per Share Basic net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding during the period, and excludes any dilutive effects of employee stock-based awards and warrants. Diluted net loss per share is computed giving effect to all potentially dilutive shares of common stock, including common stock issuable upon exercise of stock options, vesting of restricted stock and shares of common stock issuable upon conversion of convertible senior notes. As the Company had net losses for the years ended December 31, 2020, 2019 and 2018, all potentially issuable shares of common stock were determined to be anti-dilutive. The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data). Year Ended December 31, 2020 2019 2018 Net loss $ ( 42,130 ) $ ( 4,552 ) $ ( 221 ) Weighted-average shares used in computing basic and diluted net loss per share 64,154 60,371 58,076 Basic and diluted net loss per share $ ( 0.66 ) $ ( 0.08 ) $ — 97 Table of Contents The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive (in thousands). December 31, 2020 2019 2018 Stock options 2,255 2,530 3,122 Restricted stock units 2,267 2,372 2,325 Convertible senior notes 910 1,619 — Total 5,432 6,521 5,447 The Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread of its convertible senior notes. The conversion spread had a dilutive impact for the 2023 convertible senior notes during the year ended December 31, 2020 since the average market price of the Company’s common stock during the period exceeded the initial conversion price of $ 40.82 per share. However, the potential shares of common stock issuable upon the conversion of the 2023 convertible senior notes were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive. The conversion spread had an anti-dilutive impact for the 2025 convertible senior notes during the year ended December 31, 2020 since the average market price of the Company’s common stock during the period was less than the initial conversion price of $ 134.34 per share. 9. Income Taxes The following table presents components of loss before income taxes for the periods presented (in thousands): Year Ended December 31, 2020 2019 2018 United States $ ( 44,303 ) $ ( 5,340 ) $ ( 638 ) International ( 280 ) 892 717 Income (loss) before income taxes $ ( 44,583 ) $ ( 4,448 ) $ 79 Provision for (benefit from) income taxes for the periods presented consisted of (in thousands): Year Ended December 31, 2020 2019 2018 Current: U.S. federal $ — $ — $ — U.S. state 401 61 28 Foreign 233 43 272 Total provision for income taxes - Current 634 104 300 Deferred: U.S. federal ( 2,495 ) — — U.S. state ( 414 ) — — Foreign ( 178 ) — — Total provision for (benefit from) income taxes - Deferred ( 3,087 ) — — Total provision for (benefit from) income taxes $ ( 2,453 ) $ 104 $ 300 98 Table of Contents The Company recorded a deferred income tax benefit during 2020 principally due to the release of a portion of the previously recorded valuation allowance as a result of the deferred tax liabilities recorded as part of the acquisition of Virtual Observer, and the change in the foreign deferred tax balances during the year. Income tax expense (benefit) differed from the amount computed by applying the U.S. federal statutory income tax rate of 21 % to pre-tax income (loss) for the periods presented as a result of the following (in thousands): Year Ended December 31, 2020 2019 2018 U.S. federal tax at statutory rate $ ( 9,362 ) $ ( 934 ) $ 17 U.S. state income taxes ( 345 ) ( 65 ) 2,539 Section 162(m) 6,472 5,623 2,956 Non-deductible expense 1,944 276 11,529 Research and development credit ( 837 ) ( 860 ) ( 339 ) Stock-based compensation ( 23,800 ) ( 16,619 ) ( 11,360 ) Tax benefit from acquisition ( 2,495 ) — — Other 651 ( 129 ) 106 Change in valuation allowance 25,319 12,812 ( 5,148 ) Total provision for (benefit from) income taxes $ ( 2,453 ) $ 104 $ 300 The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities as of December 31, 2020 and 2019 related to the following (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss and credit carryforwards $ 95,180 $ 69,718 Accrued liabilities 6,244 4,184 Allowance for doubtful accounts 766 217 Deferred revenue 782 408 Accrued compensation 3,596 1,301 Long-term lease liabilities 1,418 1,992 Intangibles — 88 Gross deferred tax assets 107,986 77,908 Valuation allowance ( 51,127 ) ( 59,939 ) Net deferred tax assets 56,859 17,969 Deferred tax liabilities: Property and equipment ( 876 ) ( 384 ) Amortized intangibles ( 11,041 ) ( 68 ) Other ( 92 ) ( 58 ) Right of use assets ( 1,276 ) ( 1,755 ) Deferred compensation - Current ( 12,180 ) ( 5,017 ) Convertible senior notes ( 35,832 ) ( 10,687 ) Gross deferred tax liabilities ( 61,297 ) ( 17,969 ) Net deferred taxes $ ( 4,438 ) $ — The Company has not provided for U.S. income taxes on undistributed earnings of its foreign subsidiaries because it intends to permanently re-invest those earnings outside the United States. The undistributed earnings of the Company’s foreign subsidiaries were immaterial as of December 31, 2020, 2019 and 2018. A valuation allowance is provided for deferred tax assets where the recoverability of the assets is uncertain. The determination to provide a valuation allowance is dependent upon the assessment of whether it is more likely 99 Table of Contents than not that sufficient future taxable income will be generated to utilize the deferred tax assets. Based on the weight of the available evidence, which includes the Company’s historical operating losses, lack of taxable income and the accumulated deficit, for the year ended December 31, 2020, the Company has provided a valuation allowance against its U.S. net deferred tax assets. However, starting in 2020, the Company recorded net foreign deferred tax liabilities associated with its U.K. and Australia operations totaling $ 4.4 million, which cannot reduce its U.S. valuation allowance. The net change in the valuation allowance for the years ended December 31, 2020 and 2019 was a decrease of $ 8.8 million and an increase of $ 12.8 million, respectively. As of December 31, 2020, the Company had net operating loss carryforwards for federal, state and foreign income tax purposes of $ 356.0 million, $ 201.6 million and $ 14.3 million, respectively, available to reduce future income subject to income taxes. If not utilized, the federal and state net operating loss carryforwards will begin to expire in 2024 and 2028, respectively, while the foreign net operating loss carryforwards do not expire. As of December 31, 2020, the Company also had gross research credit carryforwards for federal and California state tax purposes of $ 6.1 million and $ 4.5 million, available to reduce future income subject to income taxes. The federal research credit carryforwards will begin to expire in 2024 and the California state research credits can be carried forward indefinitely. The Internal Revenue Code (“IRC”) of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under the IRC Section 382. Events that may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50 % over a three-year period. Utilization of federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 and similar state provisions. In the event the Company has changes in ownership, net operating losses and research and development credit carryforwards, which are fully reserved by the deferred tax asset valuation allowance, could be limited and may expire unutilized. Unrecognized Tax Benefits The table below shows the changes in the gross amount of unrecognized tax benefits for the periods presented (in thousands): Year Ended December 31, 2020 2019 2018 Unrecognized benefit — beginning of period $ 4,471 $ 10,723 $ 3,115 Gross increases — current year tax positions 1,605 963 7,608 Gross decreases — prior year tax positions — ( 7,215 ) — Unrecognized benefit — end of period $ 6,076 $ 4,471 $ 10,723 As of December 31, 2020 and 2019, the Company had $ 0.3 million and an immaterial amount, respectively, of total unrecognized tax benefits, if recognized, would have an impact on the Company’s effective tax rate. The Company recognizes interest and penalties related to uncertain tax positions as income tax expense. The Company does not anticipate its total unrecognized tax benefits as of December 31, 2020 will significantly change due to settlement of examination or the expiration of statutes of limitation during the next 12 months. The Company is currently unaware of any uncertain tax positions that could result in significant additional payments, accruals or other material deviation in this estimate over the next 12 months. The Company is subject to taxation in the United States, various states and several foreign jurisdictions. Due to the Company’s net carryover of unused operating losses, all years from 2001 forward remain subject to future examination by the U.S. federal and state tax authorities. The Company’s foreign tax returns are open to audit under the statutes of limitation of the respective foreign countries in which the subsidiaries are located. The Company considers all undistributed earnings of its foreign subsidiaries indefinitely reinvested. 100 Table of Contents 10. Commitments and Contingencies Commitments As of December 31, 2020, $ 806.4 million of aggregate principal of the convertible senior notes were outstanding. The 2023 convertible senior notes and the 2025 convertible senior notes are due on May 1, 2023 and June 1, 2025, respectively. See Note 6 for more information concerning the convertible senior notes. On July 29, 2020, the Company entered into the Bishop Ranch Lease. The Company expects to use the Bishop Ranch Lease as its new corporate headquarters. The Lease commenced on February 1, 2021 and will continue for a period of 120 months. As of December 31, 2020, the Company's commitments under the Bishop Ranch Lease totaled $ 46.4 million. In September 2020, the Company entered into a cloud services agreement for a term of three years and total commitment of $ 12.5 million. As of December 31, 2020, total remaining commitment was approximately $ 11.4 million, of which approximately $ 7.0 million and $ 4.4 million is expected to be paid in 2021 and 2022, respectively. Hosting, Telecommunication Usage and Maintenance Services The Company has agreements with third parties to provide co-location hosting, telecommunication usage, and equipment maintenance services. The agreements require payments per month for a fixed period of time in exchange for certain guarantees of network and telecommunication availability. The Company is also committed to make future payments under maintenance service contracts for certain data center equipment. As of December 31, 2020, future minimum payments under these arrangements were as follows (in thousands): Year Ending December 31, Hosting Services Telecommunication Usage Services Equipment Maintenance Services 2021 $ 792 $ 3,304 $ 25 2022 997 1,573 — 2023 186 444 — 2024 — 51 — Thereafter $ — $ — $ — Total future minimum payment $ 1,975 $ 5,372 $ 25 Universal Services Fund Liability The Company is classified as a telecommunications service provider for regulatory purposes and is required to make contributions to the USF based on the revenue the Company receives from the resale of interstate and international telecommunications services. In order to comply with the obligation to make direct contributions, the Company is registered with the USAC, which is charged by the FCC with administering the USF, and has been remitting the required contributions to USAC since its registration with the USAC in April 2013. In June 2015, in connection with the Company’s late registration with the USAC and past failure to make USF contributions prior to 2013, the Company entered into a consent decree with the FCC Enforcement Bureau. In the consent decree, the Company agreed to pay a civil penalty of $ 2.0 million to the U.S. Treasury, which was paid in installments ending on December 31, 2018. The Company also agreed to make USF contributions of $ 3.9 million based on its revenues for the period from 2008 to 2012. The Company is still in dispute with the FCC regarding whether the Company is liable for USF contributions related to the period from 2003 through 2007. As of December 31, 2020, the Company had accrued $ 0.9 million in respect of the remaining disputed assessments, including interest and penalties, for the period of 2003 through 2007. State and Local Taxes and Surcharges The Company, based on analysis of its activities, has determined that it is obligated to collect and remit U.S. state or local sales, use, gross receipts, excise and utility user taxes, as well as fees or surcharges as a communications service provider in certain U.S. states, municipalities or local tax jurisdictions. The Company is registered for, collecting and remitting applicable taxes where such a determination has been made. Prior to the Company’s making such determination, the Company neither collected nor remitted these taxes, fees or surcharges to applicable local, municipal or state jurisdictions. The Company continues to analyze its activities to determine if it is subject to these taxes in additional jurisdictions and based on the Company’s ongoing assessment of its U.S. state 101 Table of Contents and local tax collection and remittance obligations, the Company registers for tax and regulatory purposes in such jurisdictions and commences collecting and remitting applicable state and local taxes and surcharges to these jurisdictions. As of December 31, 2020 and 2019, the Company had total accrued liabilities of $ 1.1 million and $ 1.2 million, respectively, for such contingent sales taxes and surcharges that were not being collected from its clients but may be imposed by various taxing authorities, of which $ 0.2 million and $ 0.4 million, respectively, were included in current “Sales tax liability” on the consolidated balance sheets, and the remaining were included in non-current “Sales tax liability” on the consolidated balance sheets. The Company’s estimate of the probable loss incurred under this contingency is based on its analysis of the source location of its usage-based fees and the regulations and rules in each tax jurisdiction. Legal Matters The Company is involved in various legal and regulatory matters arising in the normal course of business. In management’s opinion, resolution of these matters is not expected to have a material impact on the Company’s consolidated results of operations, cash flows, or its financial position. However, due to the uncertain nature of legal matters, an unfavorable resolution of a matter could materially affect the Company’s future consolidated results of operations, cash flows or financial position in a particular period. The Company expenses legal fees as incurred. Indemnification Agreements In the ordinary course of business, the Company enters into agreements of varying scope and terms pursuant to which it agrees to indemnify clients, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, including breach of security, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its directors, officers and certain employees that will require it, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. There are no claims that it is aware of that could have a material effect on the consolidated balance sheet, consolidated statement of operations and comprehensive loss, or consolidated statements of cash flows. 11. Geographical Information The following table summarizes revenues by geographic region based on client billing address (in thousands): Year Ended December 31, 2020 2019 2018 United States $ 400,509 $ 301,536 $ 239,378 International 34,399 26,470 18,286 Total revenue $ 434,908 $ 328,006 $ 257,664 The following table summarizes total property and equipment, net in the respective locations (in thousands): December 31, 2020 2019 United States $ 43,339 $ 29,246 International 7,874 3,944 Property and equipment, net $ 51,213 $ 33,190 12. Retirement Plans The Company has a 401(k) plan to provide tax deferred salary deductions for all eligible employees. Participants may make voluntary contributions to the 401(k) plan, limited by certain Internal Revenue Service restrictions. The Company is responsible for the administrative costs of the 401(k) plan. The Company began matching employee contributions in cash in the fourth quarter of 2019. The contribution expense for the year ended December 31, 2020 and 2019 was $ 1.4 million and $ 0.3 million, respectively. 102 Table of Contents The Company complies with the requirement of maintaining a retirement plan for employees in the Philippines. This plan is a non-contributory and defined benefit type that provides retirement to employees equal to approximately one month salary for every year of credited service for employees who attain the normal retirement of age of 60 with at least five years of service. The benefits are paid in a lump sum amount upon retirement from the Company. Total defined benefit liability was $ 0.6 million and $ 0.4 million as of December 31, 2020 and 2019, respectively. Total retirement expense for this plan was $ 0.1 million, $ 0.1 million, and $ 0.1 million for the years ended December 31, 2020, 2019, and 2018, respectively. 13. Leases The Company has leases for offices, data centers and computer and networking equipment that expire at various dates through 2031. The Company’s leases have remaining terms of one to ten years , some of the leases include a Company option to extend the leases for up to three to five years , and some of the leases include the option to terminate the leases upon 30-days’ notice. The Company adopted ASC 842 using the modified retrospective method on January 1, 2019. The Company elected the available practical expedients, implemented internal controls, and a lease accounting system to enable the preparation of financial information upon adoption. The adoption of ASC 842 resulted in the recognition of operating lease liabilities of $ 8.4 million and operating lease ROU assets of the same amount. Existing deferred rent of $ 0.6 million was recorded as an offset to ROU assets, resulting in net ROU assets of $ 7.8 million. The Company’s accounting for finance leases remained substantially unchanged. The adoption of ASC 842 did not have any impact on the Company’s operating results or cash flows. The components of lease expenses were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Operating lease cost $ 6,142 $ 5,153 $ — Finance lease cost: Amortization of right-of-use assets $ 748 $ 6,345 $ 7,125 Interest on finance lease liabilities 212 704 1,347 Total finance lease cost $ 960 $ 7,049 $ 8,472 Supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used in operating leases $ ( 6,531 ) $ ( 5,237 ) $ — Financing cash used in finance leases ( 3,715 ) ( 7,054 ) ( 8,544 ) Right of use assets obtained in exchange for lease obligations: Operating leases 5,980 5,737 — Finance leases — — 6,133 103 Table of Contents Supplemental balance sheet information related to leases was as follows (in thousands): December 31, 2020 2019 Operating leases Operating lease right-of-use assets $ 9,010 $ 8,746 Operating lease liabilities: $ 3,912 $ 5,064 Operating lease liabilities — less current portion 5,379 4,329 Total operating lease liabilities $ 9,291 $ 9,393 Finance leases Property and equipment, gross $ 45,021 $ 46,671 Less: accumulated depreciation and amortization ( 41,908 ) ( 39,190 ) Property and equipment, net $ 3,113 $ 7,481 Finance lease liabilities: Finance leases $ 612 $ 3,518 Finance lease liabilities — less current portion — 809 Total finance lease liabilities $ 612 $ 4,327 Weighted average remaining terms were as follows (in years): December 31, 2020 2019 Weighted average remaining lease term Operating leases 2.6 years 2.7 years Finance leases 0.5 years 1.1 years Weighted average discount rates were as follows: December 31, 2020 2019 Weighted average discount rate Operating leases 4.5 % 4.7 % Finance leases 7.9 % 7.5 % Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases 2021 $ 4,138 $ 628 2022 3,098 — 2023 1,888 — 2024 676 — 2025 — — Total future minimum lease payment 9,800 628 Less: imputed interest ( 509 ) ( 16 ) Total $ 9,291 $ 612 Table of Contents As of December 31, 2020, the Company’s Bishop Ranch Lease had not yet commenced, representing a total commitment over its term of $ 46.4 million. This operating lease commenced on February 1, 2021 with a lease term of 10 years. 14. Acquisitions Inference Solutions On November 18, 2020, the Company acquired all of the issued and outstanding shares of Inference for total consideration of approximately $ 156.7 million. The total consideration comprised of $ 137.0 million in cash, net of cash acquired, and $ 18.1 million in estimated fair value of contingent earn out consideration. The contingent earn out consideration is up to $ 24.0 million and is based upon achievement of certain milestones and relative thresholds during the earn out measurement period which ends on December 31, 2021. The range of amounts that the Company could pay under the contingent consideration arrangement is between $ 0.0 million and $ 24.0 million. See Note 3 for additional information regarding the contingent consideration arrangement. This acquisition, which was accounted for as a business combination, is intended to accelerate the Company’s AI position through the addition of Inference’s widely deployed IVA platform. The excess of the purchase price over identifiable intangible assets and net tangible assets in the amount of $ 131.0 million was allocated to goodwill, which is not deductible for tax purposes. The fair values assigned to assets acquired and liabilities assumed are based on management’s best estimates and assumptions as of the reporting date and are considered preliminary pending finalization of valuation analyses pertaining to intangible assets acquired, liabilities assumed and tax liabilities assumed including calculation of deferred tax assets and liabilities. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. The following table presents the preliminary allocation of the purchase price at the acquisition date (in thousands): Cash $ 1,394 Property and equipment acquired 124 Other assets acquired 2,238 Acquired technology 28,600 Customer relationships 1,100 Trade name and trademarks 400 Goodwill 130,976 Total assets acquired 164,832 Liabilities assumed ( 3,525 ) Deferred tax liability ( 4,616 ) Total consideration $ 156,691 Total consideration (net of cash acquired) $ 155,297 The acquired technology, customer relationships, and trade name will be amortized on a straight-line basis over their assigned useful lives of six years , five years , and two years , respectively. The Company used the income approach to estimate the fair value of intangible assets acquired. In connection with this acquisition, the Company incurred approximately $ 2.9 million of acquisition costs, which have been expensed as incurred and included in general and administrative expense in the consolidated statement of operations and comprehensive income. The results of operations of this acquisition are included in the accompanying consolidated statements of operations from the date of acquisition. No pro forma financial information is provided as the financial results of Inference were not material to the Company’s consolidated financial statements. Virtual Observer Table of Contents On April 1, 2020, the Company acquired all of the issued and outstanding shares of common stock of Virtual Observer, formerly Coordinated Systems, Inc., for cash consideration of approximately $ 32.2 million, subject to adjustment, pursuant to a stock purchase agreement by and among the Company and Robert H. Hutcheon, David R. Brower and Daniel J. McGrail, dated January 15, 2020. This acquisition, was accounted for as a business combination, is intended to expand the Company's portfolio to include a cloud-based Workforce Optimization ("WFO") offering as a complement to its ongoing strategic partnerships with leading WFO providers. The excess of the purchase price over identifiable intangible assets and net tangible assets in the amount of $ 22.6 million was allocated to goodwill, which is not deductible for tax purposes. The fair values assigned to assets acquired and liabilities assumed are based on management’s best estimates and assumptions as of the reporting date and are considered preliminary pending finalization of valuation analyses pertaining to intangible assets acquired, liabilities assumed and tax liabilities assumed including calculation of deferred tax assets and liabilities. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. The following table presents the preliminary allocation of the purchase price at the acquisition date (in thousands): Cash $ 168 Tangible assets acquired 200 Acquired technology 12,200 Customer relationships 500 Trade name and trademarks 100 Goodwill 22,646 Total assets acquired 35,814 Deferred tax liability ( 2,910 ) Liabilities assumed ( 682 ) Total $ 32,222 The acquired technology, customer relationships, and trade name and trademarks will be amortized on a straight-line basis over their estimated useful lives of five years , five years , and two years , respectively. The Company used the income approach to estimate the fair value of intangible assets acquired. In connection with this acquisition, the Company incurred total acquisition-related transaction costs of $ 0.9 million that has been expensed as incurred and included in general and administrative expenses in the consolidated statements of operations in 2020, and expensed an additional $ 0.3 million in 2019. The results of operations of this acquisition are included in the accompanying consolidated statements of operations from the date of acquisition. No pro forma financial information is provided as the financial results of the acquiree were not material to the Company’s consolidated financial statements. Whendu LLC In November 2019, the Company acquired certain assets from Whendu, including its iPaaS platform, which the Company has determined to be an asset acquisition. The purchase price, including the Company’s transaction costs, was approximately $ 15.9 million, of which $ 15.4 million was allocated to the Whendu iPaaS platform and $ 0.5 million was allocated to an assembled workforce, on a relative fair value basis. The assets will be amortized on a straight-line basis over their useful lives of four and three years , respectively. 106 Table of Contents 15. Selected Quarterly Financial Data (Unaudited) Selected quarterly financial information for 2020 and 2019 is as follows: Quarter Ended Dec. 31, 2020 Sept. 30, 2020 Jun. 30, 2020 Mar. 31, 2020 Dec. 31, 2019 Sept. 30, 2019 Jun. 30, 2019 Mar. 31, 2019 (unaudited, in thousands, except per share data) Revenue $ 127,885 $ 112,143 $ 99,792 $ 95,088 $ 92,263 $ 83,769 $ 77,436 $ 74,538 Cost of revenue (1)(2) 51,233 46,561 42,453 40,037 37,940 34,472 31,248 30,851 Gross profit 76,652 65,582 57,339 55,051 54,323 49,297 46,188 43,687 Operating expenses: Research and development (1)(2) 18,676 17,674 17,208 15,189 12,168 11,665 10,811 10,546 Sales and marketing (1)(2) 37,053 32,969 32,231 30,160 25,627 25,014 23,250 21,701 General and administrative (1)(2) 18,258 16,724 16,129 14,658 13,496 12,146 12,042 11,762 Total operating expenses 73,987 67,367 65,568 60,007 51,291 48,825 46,103 44,009 Income (loss) from operations 2,665 ( 1,785 ) ( 8,229 ) ( 4,956 ) 3,032 472 85 ( 322 ) Other income (expense), net: Interest expense ( 9,481 ) ( 9,649 ) ( 5,734 ) ( 3,484 ) ( 3,506 ) ( 3,486 ) ( 3,406 ) ( 3,396 ) Loss on early extinguishment of debt ( 887 ) ( 282 ) ( 5,794 ) 0 0 0 0 0 Interest income and other 501 631 829 1,072 1,384 1,460 1,490 1,745 Total other income (expense), net ( 9,867 ) ( 9,300 ) ( 10,699 ) ( 2,412 ) ( 2,122 ) ( 2,026 ) ( 1,916 ) ( 1,651 ) Income (loss) before income taxes ( 7,202 ) ( 11,085 ) ( 18,928 ) ( 7,368 ) 910 ( 1,554 ) ( 1,831 ) ( 1,973 ) Provision for (benefit from) income taxes 8 346 ( 2,876 ) 69 74 50 29 ( 49 ) Net income (loss) $ ( 7,210 ) $ ( 11,431 ) $ ( 16,052 ) $ ( 7,437 ) $ 836 $ ( 1,604 ) $ ( 1,860 ) $ ( 1,924 ) Net income (loss) per share: Basic $ 0.11 $ ( 0.17 ) $ ( 0.25 ) $ ( 0.12 ) $ 0.01 $ ( 0.03 ) $ ( 0.03 ) $ ( 0.03 ) Diluted $ 0.11 $ ( 0.17 ) $ ( 0.25 ) $ ( 0.12 ) $ 0.01 $ ( 0.03 ) $ ( 0.03 ) $ ( 0.03 ) Shares used in computing net income (loss) per share: Basic 66,133 65,460 63,282 61,705 61,253 60,781 60,058 59,367 Diluted 66,133 65,460 63,282 61,705 65,962 60,781 60,058 59,367 (1) Included stock-based compensation as follows: Quarter Ended Dec. 31, 2020 Sept. 30, 2020 Jun. 30, 2020 Mar. 31, 2020 Dec. 31, 2019 Sept. 30, 2019 Jun. 30, 2019 Mar. 31, 2019 (unaudited, in thousands) Cost of revenue $ 2,331 $ 2,603 $ 2,499 $ 1,989 $ 1,745 $ 1,702 $ 1,658 $ 1,229 Research and development 3,674 3,876 3,684 2,806 2,259 2,022 1,907 1,470 Sales and marketing 5,366 5,427 5,265 4,106 3,353 3,017 2,749 2,249 General and administrative 5,505 5,380 5,343 4,893 4,511 4,334 4,122 3,738 Total stock-based compensation $ 16,876 $ 17,286 $ 16,791 $ 13,794 $ 11,868 $ 11,075 $ 10,436 $ 8,686 107 Table of Contents (2) Included depreciation and amortization expenses as follows: Quarter Ended Dec. 31, 2020 Sept. 30, 2020 Jun. 30, 2020 Mar. 31, 2020 Dec. 31, 2019 Sept. 30, 2019 Jun. 30, 2019 Mar. 31, 2019 (unaudited, in thousands) Cost of revenue $ 5,948 $ 5,171 $ 5,120 $ 3,940 $ 3,384 $ 2,602 $ 2,504 $ 2,366 Research and development 488 512 497 465 461 450 450 440 Sales and marketing 2 1 2 2 2 2 1 1 General and administrative 899 853 624 563 477 443 406 385 Total depreciation and amortization $ 7,337 $ 6,537 $ 6,243 $ 4,970 $ 4,324 $ 3,497 $ 3,361 $ 3,192 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.