0001668105-20-000083 | 10-Q | XBRL Viewer

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Equity Incentive Plans - Contractual Life and Authorized shares (Details)	1 Months Ended	9 Months Ended
	Aug. 31, 2020	Sep. 30, 2020 trading_session shares
Equity Incentive Plans
Number of ordinary shares available for future issuance (in shares) \| shares		2,054,617
Vesting period		4 years
One year anniversary of grant
Equity Incentive Plans
Vesting period		1 year
Vesting percentage		25.00%
Stock options outstanding
Equity Incentive Plans
Contractual life		10 years
BSA warrants outstanding
Equity Incentive Plans
Vesting period		1 year
Percentage of volume weighted average price		5.00%
Number of trading sessions \| trading_session		5
Free Share Plan \| RSUs
Equity Incentive Plans
Percent of the share capital or voting rights	10.00%

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 160,527	$ 177,075
Accounts receivable, net of allowance for doubtful accounts of $1,546 and $1,082, respectively	57,523	82,952
Contract acquisition costs	11,650	10,695
Other current assets	10,816	9,832
Total current assets	240,516	280,554
Non-current assets:
Contract acquisition costs	23,594	22,050
Operating lease right-of-use assets	36,603	27,821
Property and equipment, net	8,771	5,348
Goodwill	50,000	49,744
Intangible assets, net	10,171	14,018
Other non-current assets	5,377	4,382
Total non-current assets	134,516	123,363
Total assets	375,032	403,917
Current liabilities:
Accounts payable	3,976	4,439
Accrued expenses and other current liabilities	36,522	41,182
Contract liabilities - deferred revenue, current	126,676	142,616
Operating lease liabilities, current	4,586	5,047
Short-term debt	0	227
Total current liabilities	171,760	193,511
Non-current liabilities:
Deferred income taxes	580	768
Other non-current liabilities	1,924	1,137
Contract liabilities - deferred revenue, non-current	11,764	17,807
Operating lease liabilities, non-current	33,726	24,252
Long-term debt	139,856	130,490
Total non-current liabilities	187,850	174,454
Total liabilities	359,610	367,965
Commitments and contingencies (Note 8)
STOCKHOLDERS' EQUITY
Ordinary shares, par value €0.08 per share; 31,760,727 and 31,017,268 shares authorized, issued and outstanding, respectively	3,272	3,205
Additional paid-in capital	350,777	309,988
Accumulated other comprehensive income	(362)	1,107
Other reserves	282	207
Accumulated losses	(338,547)	(278,555)
Total stockholders’ equity	15,422	35,952
Total liabilities and stockholders’ equity	$ 375,032	$ 403,917

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Statement of Comprehensive Income [Abstract]
Net loss	$ (20,341)	$ (13,511)	$ (59,992)	$ (49,780)
Other comprehensive gain (loss)
Foreign currency translation adjustment	(995)	730	(1,469)	871
Total comprehensive loss	$ (21,336)	$ (12,781)	$ (61,461)	$ (48,909)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flows from operating activities:
Net loss for the period	$ (59,992)	$ (49,780)
Adjustments to reconcile net loss to net cash (used in) from operating activities:
Depreciation	2,453	2,082
Amortization of intangible assets	3,978	3,974
Amortization of debt discount and issuance costs	3,918	411
Amortization of contract acquisition costs	8,843	7,605
Non-cash operating lease cost	4,890	4,264
Unrealized (gain) loss foreign exchange	(290)	34
Accrued interest on convertible debt	2,067	225
Share-based compensation	33,587	26,285
Changes in operating assets and liabilities:
Accounts receivable	25,950	14,377
Contract acquisition costs	(11,048)	(10,072)
Other assets	(1,660)	(3,580)
Accounts payable	(581)	1,871
Accrued expenses and other current liabilities	(6,688)	(2,927)
Contract liabilities - deferred revenue	(23,566)	(6,951)
Operating lease liabilities	(4,845)	(4,224)
Net cash used in operating activities	(22,984)	(16,406)
Cash flows from investing activities:
Acquisition of property and equipment	(5,652)	(2,064)
Net cash used in investing activities	(5,652)	(2,064)
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes, net of issuance costs	0	149,145
Proceeds from issuance of ordinary shares related to exercise of stock awards	2,695	4,382
Proceeds from issuance of ordinary shares related to employee stock purchase plan	4,649	4,742
Repayment of borrowings	(660)	(117)
Net cash from financing activities	6,684	158,152
Net decrease in cash and cash equivalents	(21,952)	139,682
Cash and cash equivalents at beginning of the period	177,075	34,104
Effect of exchange rate changes on cash and cash equivalents	5,404	(1,822)
Cash and cash equivalents at end of the period	$ 160,527	$ 171,964

Equity Incentive Plans

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

Equity Incentive Plans

Equity Incentive PlansIn April 2017, the Company adopted the 2017 Stock Option Plan (the “2017 Plan”), primarily for the purpose of granting stock options to employees and employee warrants BSPCE (“bons de souscription de parts de créateur d'entreprise” or “employee warrants (BSPCE)”) to employees who are French tax residents. In August 2019, the Company adopted the 2019 Free Share Plan, primarily for the purpose of granting Restricted Stock Units (“RSUs”) to employees. In June 2019, the Company’s shareholders also delegated authority to the Company’s board of directors to grant warrants (“bons de souscription d'actions” or

“warrants (BSA)”) to the Company’s directors and consultants. In June 2020, the Company's shareholders delegated authority to the Company's board of directors to grant stock options and RSUs to employees, and warrants (BSA) to the company's directors and consultants, superseding and replacing the previous delegations of authority to grant equity awards. Consequently, in August 2020, the Company adopted the 2020 Free Share Plan (the "Free Share Plan") and the 2020 Stock Option Plan (the "Stock Option Plan"). The Free Share Plan provides for the grant of RSUs to the Company's employees and employees of any company or group in which the Company holds, directly or indirectly, 10% of the share capital or voting rights as of the date of the grant. The Stock Option Plan provides for the grant of stock options to the Company's employees and directors. The Company no longer grants employee warrants (BSPCE) as the Company no longer meets the eligibility criteria for granting BSPCEs.

As of September 30, 2020, there were 2,054,617 ordinary shares available for future grants of stock options, RSUs and warrants (BSA) under the Company’s share pool reserve.

Stock options and warrants

Most of our stock options and employee warrants (BSPCE) vest over four years, with 25% on the one year anniversary of the grant and 1/16th on a quarterly basis thereafter. Options have a contractual life of ten years and generally individuals must continue to provide services to the Company in order to vest. Employee warrants (BSPCE) are a specific type of option to acquire ordinary shares available to qualifying companies in France that meet certain criteria. Otherwise, employee warrants (BSPCE) function in the same manner as stock options.

In general, warrants (BSA) vest quarterly over a one year period. In addition to any exercise price payable by a holder upon the exercise of any warrants (BSA), pursuant to the relevant shareholders' delegation to the board, such warrants need to be subscribed for a price at least equal to 5% of the volume weighted average price of the last five trading sessions on the Nasdaq Global Market preceding the date of allocation of the BSA by the board of directors. Otherwise, warrants (BSA) function in the same manner as stock options.

The following table summarizes the activity and related weighted-average exercise prices (“WAEP”) and weighted-average remaining contractual term (“WACT”) of the Company’s stock options and warrants for the nine months ended September 30, 2020 (in thousands, except exercise price per option):


	Stock options outstanding	BSPCE warrants outstanding	BSA warrants outstanding	WAEP per share		WACT (in years)	Aggregate intrinsic value
Balance as of December 31, 2019	1,215	155	210	$	14.61	5.1	$	40,809
Granted	746	—	41	33.41
Exercised	(192)	(23)	—	12.71
Forfeited	(47)	(3)	(11)	33.63
Balance as of September 30, 2020	1,722	129	240	$	21.82	6.1	$	37,203
Vested and expected to vest as of September 30, 2020	1,576	127	237	$	21.00	5.9	$	36,227
Exercisable as of September 30, 2020	1,056	125	199	$	15.86	4.4	$	33,240

The total intrinsic values of stock options and warrants exercised during the period ended September 30, 2020 was $5.4 million.

Restricted Stock Units (RSUs)

RSUs vest upon either performance-based or service-based criteria.

Performance-based RSUs are typically granted such that they vest upon the achievement of certain software subscription sales targets, during a specified performance period, subject to the satisfaction of certain time-based service criteria. Compensation expense from these awards is equal to the fair market value of the Company’s ordinary shares on the date of grant and is recognized over the remaining service period based on the probable outcome of achievement of the financial metrics used in the specific grant’s performance criteria. Management’s estimate of the number of shares expected to vest is based on the anticipated achievement of the specified non-market performance criteria, which are assessed at each reporting period.

In general, service-based RSUs vest over a four years period, with 25% vesting on the one year anniversary of the grant and equal quarterly installments thereafter.

A summary of RSU activity under all of the plans as of September 30, 2020 is presented in the following table (in thousands, except the weighted-average grant date fair value per RSU):


	Number of service- based RSUs	Number of performance- based RSUs	Weighted-average grant date fair value
Balance as of December 31, 2019	1,924	384	$	44.96
Granted	1,144	411	37.88
Vested and released	(341)	(39)	46.75
Forfeited	(258)	(216)	43.21
Balance as of September 30, 2020	2,469	540	$	41.97
Expected to vest as of September 30, 2020	2,013	321	$	42.49

Employee Stock Purchase Plan

In the fourth quarter of 2017, the Company established the 2017 Employee Stock Purchase Plan (the “ESPP”), which was amended and restated in August 2020. In June 2020, the Company's shareholders authorized 550,000 shares for future issuance under the ESPP, which supersedes and replaces the shares previously available for issuance under ESPP. The ESPP allows the Company’s employees to purchase ADSs, with each ADS representing one ordinary share of the Company, at a discount through payroll deductions up to 15% of their eligible compensation, subject to any plan limitations. The ESPP has two consecutive offering periods of approximately six months in length during the year and the purchase price of the ADSs is 85% of the lower of the fair value of the Company’s ADSs on the first trading day or on the last trading day of the offering period. A total of 473,930 ADSs are available for sale under the ESPP as of September 30, 2020. As of September 30, 2020, $0.8 million has been withheld on behalf of employees for a future purchase under the ESPP and is recorded in accrued compensation benefits.

Compensation expense

Cost of revenue and operating expenses include employee share-based compensation expense as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Cost of revenue - subscriptions	$	1,313	$	773	$	2,592	$	2,301
Cost of revenue - professional services	574		472		1,389		1,602
Sales and marketing	4,046		3,030		10,237		7,663
Research and development	1,413		2,680		7,085		8,098
General and administrative	4,688		2,084		12,284		6,621
Total share-based compensation expense	$	12,034	$	9,039	$	33,587	$	26,285

During fiscal year 2019, the Company decreased the estimated forfeiture rate as part of the Company’s annual assessment of the assumptions used in the calculation of share-based compensation expense. The adjustment resulted in higher expense recognized in periods subsequent to March 31, 2019.

As of September 30, 2020, the Company had $56.0 million of total unrecognized share-based compensation expense relating to unvested stock options, employee warrants (BSPCE), warrants (BSA) and RSUs, which are expected to be recognized over a weighted-average period of approximately 1.8 years.

Equity Incentive Plans (Tables)

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

Schedule of number of options and warrants outstanding and weighted-average exercise prices ("WAEP") of share options and warrants


	Stock options outstanding	BSPCE warrants outstanding	BSA warrants outstanding	WAEP per share		WACT (in years)	Aggregate intrinsic value
Balance as of December 31, 2019	1,215	155	210	$	14.61	5.1	$	40,809
Granted	746	—	41	33.41
Exercised	(192)	(23)	—	12.71
Forfeited	(47)	(3)	(11)	33.63
Balance as of September 30, 2020	1,722	129	240	$	21.82	6.1	$	37,203
Vested and expected to vest as of September 30, 2020	1,576	127	237	$	21.00	5.9	$	36,227
Exercisable as of September 30, 2020	1,056	125	199	$	15.86	4.4	$	33,240

Schedule of summary of RSUs activity under all of the plans

A summary of RSU activity under all of the plans as of September 30, 2020 is presented in the following table (in thousands, except the weighted-average grant date fair value per RSU):


	Number of service- based RSUs	Number of performance- based RSUs	Weighted-average grant date fair value
Balance as of December 31, 2019	1,924	384	$	44.96
Granted	1,144	411	37.88
Vested and released	(341)	(39)	46.75
Forfeited	(258)	(216)	43.21
Balance as of September 30, 2020	2,469	540	$	41.97
Expected to vest as of September 30, 2020	2,013	321	$	42.49

Schedule of compensation costs and operating expenses

Cost of revenue and operating expenses include employee share-based compensation expense as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Cost of revenue - subscriptions	$	1,313	$	773	$	2,592	$	2,301
Cost of revenue - professional services	574		472		1,389		1,602
Sales and marketing	4,046		3,030		10,237		7,663
Research and development	1,413		2,680		7,085		8,098
General and administrative	4,688		2,084		12,284		6,621
Total share-based compensation expense	$	12,034	$	9,039	$	33,587	$	26,285

Debt (Tables)

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Schedule of carrying amount of notes and equity components of debt

The net carrying amount of the 2024 Notes was as follows as of September 30, 2020 and December 31, 2019 (in thousands):


	September 30, 2020		December 31, 2019
Principal	$	163,633	$	156,716
Unamortized debt discount	(18,944)		(21,227)
Unamortized debt issuance costs	(4,833)		(5,443)
Net carrying amount	$	139,856	$	130,046

The net carrying amount of the equity component of the 2024 Notes was as follows as of September 30, 2020 and December 31, 2019 (in thousands):


	September 30, 2020		December 31, 2019
Gross amount	$	21,866	$	21,866
Allocated debt issuance costs	(945)		(945)
Net carrying amount	$	20,921	$	20,921

Schedule of interest expense related to 2024 Notes

Interest expense related to the 2024 Notes was as follows during the three and nine months ended September 30, 2020 and 2019 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Contractual interest expense	$	715	$	225	$	2,067	$	225
Amortization of debt discount	1,093		323		3,097		323
Amortization of issuance costs	285		88		821		88
Total	$	2,093	$	636	$	5,985	$	636

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsAs part of the Restlet SAS acquisition, the Company assumed debt totaling $1.2 million related to advances for research and development projects from Bpifrance to Restlet SAS. The debt was completely paid during the second quarter of fiscal year 2020. There are no other material related party transactions that require disclosure.

Balance Sheet Components

9 Months Ended

Sep. 30, 2020

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

Accrued expenses and other liabilities consisted of the following (in thousands):


	September 30, 2020		December 31, 2019
Accrued compensation and benefits	$	25,569	$	24,201
VAT payable	3,259		6,238
Other taxes	34		502
Contingent liabilities	1,152		578
Other current liabilities	6,508		9,663
Accrued expenses and other liabilities	$	36,522	$	41,182

Property and equipment, net consisted of the following (in thousands):


	September 30, 2020		December 31, 2019
Computer equipment and software	$	12,031	$	8,587
Fixtures and fittings	3,268		2,312
Leasehold improvements	5,612		3,858
Property and equipment, gross	20,911		14,757
Less: accumulated depreciation	(12,140)		(9,409)
Property and equipment, net	$	8,771	$	5,348

Depreciation expense related to property and equipment was $0.8 million and $0.7 million for the three months periods ended September 30, 2020 and 2019, respectively, and $2.5 million and $2.1 million for the nine months ended September 30, 2020 and 2019, respectively.

Intangible assets as of September 30, 2020 and December 31, 2019 included the following (in thousands):


	September 30, 2020						December 31, 2019
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Remaining Useful Life
Customer relationships	$	5,049	$	(4,912)	$	137	$	4,975	$	(3,600)	$	1,375	1 year
Acquired developed technology	19,915		(9,881)		10,034		19,555		(6,912)		12,643		4 years
Total	$	24,964	$	(14,793)	$	10,171	$	24,530	$	(10,512)	$	14,018

Amortization expense for intangible assets was $1.3 million for both of the three months periods ended September 30, 2020 and 2019, respectively, and $4.0 million for both of the nine months ended September 30, 2020 and 2019, respectively.

The following table presents the estimated future amortization expense related to intangible assets as of September 30, 2020 (in thousands):


	Amount
Remainder of 2020	$	1,065
2021	3,708
2022	3,498
2023	1,900
Thereafter	—
Total amortization expense	$	10,171

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Schedule of net loss and weighted average number of shares used in the calculation of basic and diluted earnings per share

The net loss and weighted average number of shares used in the calculation of basic and diluted earnings per share are as follows (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Numerator (basic and diluted):
Net loss	$	(20,341)	$	(13,511)	$	(59,992)	$	(49,780)
Denominator (basic and diluted):
Weighted-average ordinary shares outstanding	31,635		30,648		31,419		30,453

Basic and diluted net loss per share	$	(0.64)	$	(0.44)	$	(1.91)	$	(1.63)

Debt

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Debt

Convertible Senior Notes due September 1, 2024

In September 2019, the Company issued an aggregate principal amount of €125.0 million of the 2024 Notes and an additional €14.8 million pursuant to the partial exercise of the option to purchase additional 2024 Notes granted to the initial purchasers, in a private placement, pursuant to an exemption from the registration requirements afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers (as defined in Rule 144A promulgated under the Securities Act). The net proceeds from the issuance, after deducting initial purchaser discounts and debt issuance costs of €6.0 million, were €133.8 million. The 2024 Notes mature on September 1, 2024, unless earlier repurchased, redeemed or converted, and bear interest at a fixed rate of 1.75% per year payable semi-annually on March 1 and September 1 of each year, beginning on March 1, 2020. Each €1,000 of principal amount of the 2024 Notes will initially be convertible, subject to adjustment upon the occurrence of specified events, into 19.3234 ADSs, corresponding to 19.3234 of the Company’s ordinary shares per €1,000 principal amount of the 2024 Notes as of the date hereof, which initial conversion rate is equivalent to an initial conversion price of approximately €51.75 per ADS calculated on the basis of the closing price of the Company’s ADSs of $38.72 and a euro to U.S. Dollar exchange rate of €1 to $1.1036 on the pricing date of the 2024 Notes. Refer to Note 15, Debt, of the Company’s consolidated financial statements for the year ended December 31, 2019 for details of the issuance of the 2024 Notes.

As of September 30, 2020, none of the conditions permitting the holders of the 2024 Notes to early convert had been met. Therefore, the 2024 Notes were classified as long-term debt for such period.

The net carrying amount of the 2024 Notes was as follows as of September 30, 2020 and December 31, 2019 (in thousands):


	September 30, 2020		December 31, 2019
Principal	$	163,633	$	156,716
Unamortized debt discount	(18,944)		(21,227)
Unamortized debt issuance costs	(4,833)		(5,443)
Net carrying amount	$	139,856	$	130,046

The net carrying amount of the equity component of the 2024 Notes was as follows as of September 30, 2020 and December 31, 2019 (in thousands):


	September 30, 2020		December 31, 2019
Gross amount	$	21,866	$	21,866
Allocated debt issuance costs	(945)		(945)
Net carrying amount	$	20,921	$	20,921

Interest expense related to the 2024 Notes was as follows during the three and nine months ended September 30, 2020 and 2019 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Contractual interest expense	$	715	$	225	$	2,067	$	225
Amortization of debt discount	1,093		323		3,097		323
Amortization of issuance costs	285		88		821		88
Total	$	2,093	$	636	$	5,985	$	636

Equity Incentive Plans - Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Equity Incentive Plans
Total share-based compensation expense	$ 12,034	$ 9,039	$ 33,587	$ 26,285
Unrecognized compensation expenses	56,000		$ 56,000
Period of recognition for unrecognized compensation expense			1 year 9 months 18 days
Cost of revenue \| Subscriptions
Equity Incentive Plans
Total share-based compensation expense	1,313	773	$ 2,592	2,301
Cost of revenue \| Professional services
Equity Incentive Plans
Total share-based compensation expense	574	472	1,389	1,602
Sales and marketing
Equity Incentive Plans
Total share-based compensation expense	4,046	3,030	10,237	7,663
Research and development
Equity Incentive Plans
Total share-based compensation expense	1,413	2,680	7,085	8,098
General and administrative
Equity Incentive Plans
Total share-based compensation expense	$ 4,688	$ 2,084	$ 12,284	$ 6,621

Debt - Convertible Senior Notes due in 2024 (Details) - Convertible Senior Notes due in 2024 € / shares in Units, $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019 EUR (€) € / shares $ / shares	Sep. 30, 2019 EUR (€) € / shares	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 € / shares
Debt Instrument [Line Items]
Aggregate principal amount of notes issued \| €	€ 125,000,000.0	€ 125,000,000.0
Additional debt issued \| €		14,800,000
Debt issuance costs \| €		6,000,000.0
Net proceed received \| €		€ 133,800,000
Interest rate on debt	1.75%	1.75%					1.75%
Conversion ratio		0.0193234
Initial conversion price (in euro per share) \| € / shares	€ 51.75	€ 51.75						€ 51.75
Closing price (in dollars per share) \| $ / shares	€ 38.72
Exchange rate	1.1036	1.1036
Principal			$ 163,633		$ 163,633		$ 156,716
Unamortized debt discount			(18,944)		(18,944)		(21,227)
Unamortized debt issuance costs			(4,833)		(4,833)		(5,443)
Net carrying amount			139,856		139,856		130,046
Gross amount			21,866		21,866		21,866
Allocated debt issuance costs					(945)		(945)
Net carrying amount			20,921		20,921		$ 20,921
Contractual interest expense			715	$ 225	2,067	$ 225
Amortization of debt discount			1,093	323	3,097	323
Amortization of issuance costs			285	88	821	88
Total			$ 2,093	$ 636	$ 5,985	$ 636

Related Party Transactions (Details) $ in Millions	9 Months Ended
Related Party Transactions (Details) $ in Millions	Sep. 30, 2020 USD ($)
Bpifrance Financing \| Restlet
Related party transactions
Net debt assumed	$ 1.2

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2020	Oct. 30, 2020
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	001-37825
Entity Registrant Name	Talend S.A.
Entity Incorporation, State or Country Code	I0
Entity Address, Address Line One	5-7, rue Salomon de Rothschild
Entity Address, City or Town	Suresnes
Entity Address, Country	FR
Entity Address, Postal Zip Code	92150
Country Region	+33
City Area Code	(0) 1 4
Local Phone Number	6 25 06 00
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		31,763,338
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001668105
Amendment Flag	false
American Depositary Shares
Document Information [Line Items]
Title of 12(b) Security	American Depositary Shares, each representing oneordinary share, nominal value €0.08 per share
Trading Symbol	TLND
Security Exchange Name	NASDAQ
Ordinary shares
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares, nominal value €0.08 per share*
Security Exchange Name	NASDAQ
No Trading Symbol Flag	true

Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Property and equipment
Property and equipment, gross	$ 20,911		$ 20,911		$ 14,757
Less: accumulated depreciation	(12,140)		(12,140)		(9,409)
Property and equipment, net	8,771		8,771		5,348
Depreciation	800	$ 700	2,453	$ 2,082
Computer equipment and software
Property and equipment
Property and equipment, gross	12,031		12,031		8,587
Fixtures and fittings
Property and equipment
Property and equipment, gross	3,268		3,268		2,312
Leasehold improvements
Property and equipment
Property and equipment, gross	$ 5,612		$ 5,612		$ 3,858

Revenue from Contracts with Customers (Tables)

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

Disclosure of revenues by region

The following table sets forth the Company’s total revenue by region for the periods indicated (in thousands). The revenues by geographic region were determined based on the country where the sale took place.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Americas	$	33,654	$	29,837	$	96,194	$	83,816
EMEA	30,408		26,739		89,146		80,504
Asia Pacific	8,640		5,860		23,219		16,087
Total revenue	$	72,702	$	62,436	$	208,559	$	180,407

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands	Sep. 30, 2020 USD ($) shares	Sep. 30, 2020 € / shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2019 € / shares
Current assets:
Allowance for doubtful accounts \| $	$ 1,546		$ 1,082
STOCKHOLDERS' EQUITY
Common stock, par value (in euro per share) \| € / shares		€ 0.08		€ 0.08
Common stock, shares authorized (in shares)	31,760,727		31,017,268
Common stock, shares issued (in shares)	31,760,727		31,017,268
Common stock, shares outstanding (in shares)	31,760,727		31,017,268

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical)	12 Months Ended
	Dec. 31, 2018
Statement of Stockholders' Equity [Abstract]
Accounting Standards Update [Extensible List]	us-gaap:AccountingStandardsUpdate201802Member

- Definition

Indicates amendment to accounting standards.

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+ Details

Equity Incentive Plans - Employee Stock Purchase Plan (Details) $ in Millions	9 Months Ended
	Sep. 30, 2020 USD ($) trading_session shares	Jun. 30, 2020 shares
Equity Incentive Plans
Number of ordinary shares available for future issuance (in shares)	2,054,617
Vesting period	4 years
Employee Stock Purchase Plan
Equity Incentive Plans
Number of ordinary shares available for future issuance (in shares)		550,000
Employee Stock Purchase Plan \| American Depositary Shares
Equity Incentive Plans
Number of ordinary shares \| trading_session	1
Payroll deduction percentage	15.00%
Number of consecutive offering periods \| trading_session	2
Vesting period	6 months
Fair value of ADSs to calculate purchase price	85.00%
Ordinary shares available for the sale of ESPP (in shares)	473,930
Future employee purchase under the ESPP \| $	$ 0.8

Revenue from Contracts with Customers - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Revenues by geographic region
Deferred revenue	$ 138,400,000		$ 138,400,000		$ 160,400,000
Revenue recognized from contract with customer	52,100,000	$ 48,600,000	123,300,000	$ 100,600,000
Unbilled revenue	1,900,000		1,900,000		2,100,000
Contract acquisition costs	35,200,000		35,200,000		$ 32,700,000
Amortization of contract acquisition costs	3,100,000	2,600,000	8,843,000	7,605,000
Impairment of assets related to contract acquisition cost			0
Total revenue	72,702,000	62,436,000	208,559,000	180,407,000
France
Revenues by geographic region
Total revenue	$ 10,600,000	$ 8,600,000	$ 31,800,000	$ 27,000,000.0

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Balance Sheet Components - Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Estimated future amortization expense related to intangible assets
Remainder of 2020	$ 1,065
2021	3,708
2022	3,498
2023	1,900
Thereafter	0
Net	$ 10,171	$ 14,018

Income Tax	9 Months Ended
Income Tax	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Income Tax	Income Tax The Company provides for income taxes in interim periods based on the estimated annual effective tax rate for the year, adjusting for discrete items in the quarter in which they arise. The annual effective tax rate after discrete items was 0.1% and (1.0)% for the three months ended September 30, 2020 and 2019, respectively, and (0.1)% and (0.1)% for the nine months ended September 30, 2020 and 2019, respectively. The 2020 and 2019 annual effective tax rates differed from the French statutory income tax rate of 28% for 2020 and 2019, primarily due to a valuation allowance on current year losses in most jurisdictions. The Company files income tax returns in France, the U.S. federal jurisdiction, many U.S. states, as well as many foreign jurisdictions. The tax years 2005 to 2019 remain open to examination by the various jurisdictions in which the Company is subject to tax. Fiscal years outside the normal statutes of limitation remain open to audit by tax authorities due to tax attributes generated in those early years which have been carried forward and may be audited in subsequent years when utilized.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Revenue from Contracts with Customers - Remaining Performance Obligations (Details) $ in Millions	Sep. 30, 2020 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 210.7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 153.0
Remaining performance obligations period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 57.7
Remaining performance obligations period

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Proceedings In the ordinary course of business, the Company may be involved in various legal proceedings and claims related to intellectual property rights, commercial disputes, employment and wage and hour laws, alleged securities laws violations or other investor claims and other matters. For example, the Company has been, and may in the future be, put on notice and sued by third parties for alleged infringement of their proprietary rights, including patent infringement. The Company evaluates these claims and lawsuits with respect to their potential merits, the Company’s potential defenses and counterclaims, and the expected effect on it of defending the claims and a potential adverse result. The Company is not presently a party to any legal proceedings that in the opinion of its management, if determined adversely to it, would have a material adverse effect on its business, financial condition or results of operations.The Company accrues estimates for resolution of legal proceedings when losses are probable and estimable. Although the results of legal proceedings and claims are unpredictable, the Company believes that there is less than a reasonable possibility that the Company will incur a material loss with respect to such legal proceedings and claims. As a result, the Company has not recorded an accrual for such contingencies as of September 30, 2020.

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2020

Balance Sheet Related Disclosures [Abstract]

Schedule of accrued expenses and other liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):


	September 30, 2020		December 31, 2019
Accrued compensation and benefits	$	25,569	$	24,201
VAT payable	3,259		6,238
Other taxes	34		502
Contingent liabilities	1,152		578
Other current liabilities	6,508		9,663
Accrued expenses and other liabilities	$	36,522	$	41,182

Schedule of property and equipment

Property and equipment, net consisted of the following (in thousands):


	September 30, 2020		December 31, 2019
Computer equipment and software	$	12,031	$	8,587
Fixtures and fittings	3,268		2,312
Leasehold improvements	5,612		3,858
Property and equipment, gross	20,911		14,757
Less: accumulated depreciation	(12,140)		(9,409)
Property and equipment, net	$	8,771	$	5,348

Schedule of intangible assets

Intangible assets as of September 30, 2020 and December 31, 2019 included the following (in thousands):


	September 30, 2020						December 31, 2019
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Remaining Useful Life
Customer relationships	$	5,049	$	(4,912)	$	137	$	4,975	$	(3,600)	$	1,375	1 year
Acquired developed technology	19,915		(9,881)		10,034		19,555		(6,912)		12,643		4 years
Total	$	24,964	$	(14,793)	$	10,171	$	24,530	$	(10,512)	$	14,018

Schedule of estimated future amortization expense related to intangible assets

The following table presents the estimated future amortization expense related to intangible assets as of September 30, 2020 (in thousands):


	Amount
Remainder of 2020	$	1,065
2021	3,708
2022	3,498
2023	1,900
Thereafter	—
Total amortization expense	$	10,171

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenue
Total revenue	$ 72,702	$ 62,436	$ 208,559	$ 180,407
Cost of revenue
Total cost of revenue	16,618	14,748	46,589	45,707
Gross profit	56,084	47,688	161,970	134,700
Operating expenses
Sales and marketing	40,686	33,240	118,470	102,428
Research and development	16,836	15,552	50,409	46,987
General and administrative	16,796	12,163	47,448	34,191
Total operating expenses	74,318	60,955	216,327	183,606
Loss from operations	(18,234)	(13,267)	(54,357)	(48,906)
Interest income (expense), net	(2,063)	(631)	(5,790)	(637)
Other income (expense), net	(62)	396	203	(189)
Loss before benefit (provision) for income taxes	(20,359)	(13,502)	(59,944)	(49,732)
Benefit (provision) for income taxes	18	(9)	(48)	(48)
Net loss	$ (20,341)	$ (13,511)	$ (59,992)	$ (49,780)
Net loss per share attributable to ordinary shareholders, basic and diluted (in dollars per share)	$ (0.64)	$ (0.44)	$ (1.91)	$ (1.63)
Weighted-average shares outstanding used to compute net loss per share attributable to ordinary shareholders (in shares)	31,635	30,648	31,419	30,453
Subscriptions
Revenue
Total revenue	$ 65,985	$ 54,952	$ 187,779	$ 157,432
Cost of revenue
Total cost of revenue	10,553	7,976	27,524	23,782
Professional services
Revenue
Total revenue	6,717	7,484	20,780	22,975
Cost of revenue
Total cost of revenue	$ 6,065	$ 6,772	$ 19,065	$ 21,925

Organization and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of presentation	Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and reflect, in the opinion of management, all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the consolidated balance sheets as of September 30, 2020 and December 31, 2019, the consolidated statements of operations, the consolidated statements of comprehensive loss and the consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2020 and September 30, 2019, and the consolidated statements of cash flows for the nine months ended September 30, 2020 and September 30, 2019. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the audited Consolidated Financial Statements and accompanying Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 17, 2020. Certain prior year financial information in the consolidated statement of cash flows has been reclassified to conform with current year presentation. In addition, an immaterial reclassification of unbilled revenue between other assets and accounts receivable has been made in our prior year consolidated balance sheet to conform to the current period presentation. These reclassifications had no impact on net loss, stockholders’ equity, operating cash flows or total cash flows as previously reported.
Use of estimates	Use of estimatesThe preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates include, but are not limited to, revenue recognition (including allocation of the transaction price to separate performance obligations and the determination of the stand-alone selling price), the amortization period for contract acquisition costs, contract period of leases, fair value of acquired intangible assets and goodwill, and share-based compensation expense. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from these estimates.
Summary of significant accounting policies, recently adopted accounting standards and accounting standards issued not yet adopted	Summary of significant accounting policies Except for the accounting policies described below, there have been no changes to the Company’s significant accounting polices disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 17, 2020, that have had a material impact on the Company’s condensed consolidated financial statements and related notes. Recently adopted accounting standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. ASU 2019-11 requires entities that did not adopt the amendments in ASU 2016-13 as of November 2019 to adopt ASU 2019-11, and contains the same effective dates and transition requirements as ASU 2016-13. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. Adoption of the standard requires using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align existing credit loss methodology with the new standard. The Company adopted ASU 2016-13 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which modifies the goodwill impairment test and requires an entity to write down the carrying value of goodwill for the amount by which the carrying amount of a reporting unit exceeds its fair value. The Company adopted ASU 2017-04 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 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 aligns the requirements for capitalizing implementation costs in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred for an internal-use software license. The Company adopted ASU 2018-15 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements. Accounting standards issued not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies the accounting for convertible instruments by removing the separation models in Subtopic 470-20 that required embedded conversion features to be separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The new standard also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for the Company beginning January 1, 2022, although early adoption is permitted for fiscal periods beginning January 1, 2021. The new standard can be adopted using either a modified or full retrospective transition method. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements.
Fair Value Measurements	Fair Value Measurements The Company reports assets and liabilities recorded at fair value on the Company’s consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. Hierarchical levels that are directly related to the amount of judgment associated with the inputs to the valuation of these assets or liabilities are as follows: •Level 1: observable quoted prices (unadjusted) in active markets for identical financial assets or liabilities. •Level 2: inputs other than quoted prices (other than level 1) in active markets, that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). •Level 3: unobservable inputs that are supported by little or no market data, and may require significant management judgment or estimation. The fair value measurement level within the fair value hierarchy for a particular asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. Financial instruments not measured at fair value on the Company's consolidated balance sheet, but which require disclosure of their fair values include: cash and cash equivalents, accounts receivable and certain other receivables, deposits, accounts payable and certain other payables and the 2024 Notes. The fair values of these financial instruments, other than the 2024 Notes, are deemed to approximate their carrying amount. The fair values of cash and cash equivalents, accounts receivable and certain other receivables, deposits, accounts payable and certain other payables are categorized as Level 1. The fair value of the 2024 Notes was categorized as Level 2 and was estimated based on a discounted cash flow method using a market interest rate for similar debt.

Net Loss Per Share (Details) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020 USD ($) $ / shares shares	Sep. 30, 2019 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares shares	Sep. 30, 2019 USD ($) $ / shares shares	Dec. 31, 2019 € / shares	Sep. 30, 2019 € / shares
Numerator (basic and diluted):
Net loss \| $	$ (20,341)	$ (13,511)	$ (59,992)	$ (49,780)
Denominator (basic and diluted):
Weighted-average ordinary shares outstanding (in shares) \| shares	31,635	30,648	31,419	30,453
Basic and diluted net loss per share (in dollars per share) \| $ / shares	$ (0.64)	$ (0.44)	$ (1.91)	$ (1.63)
Convertible Senior Notes due in 2024
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Interest rate on debt					1.75%	1.75%
Initial conversion price (in euro per share) \| € / shares					€ 51.75	€ 51.75

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Organization and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Summary of Significant Accounting Policies	Organization and Summary of Significant Accounting Policies Business Talend S.A. (“the Company”) is a leader in data integration and data integrity. Talend’s software platform, Talend Data Fabric, integrates data and applications in real-time across modern big data and cloud environments, as well as traditional systems, allowing organizations to develop a unified view of their business and customers. The Company, organized under the laws of France in 2005, has its registered office located at 5-7, rue Salomon de Rothschild, 92150 Suresnes, France. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and reflect, in the opinion of management, all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the consolidated balance sheets as of September 30, 2020 and December 31, 2019, the consolidated statements of operations, the consolidated statements of comprehensive loss and the consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2020 and September 30, 2019, and the consolidated statements of cash flows for the nine months ended September 30, 2020 and September 30, 2019. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the audited Consolidated Financial Statements and accompanying Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 17, 2020. Certain prior year financial information in the consolidated statement of cash flows has been reclassified to conform with current year presentation. In addition, an immaterial reclassification of unbilled revenue between other assets and accounts receivable has been made in our prior year consolidated balance sheet to conform to the current period presentation. These reclassifications had no impact on net loss, stockholders’ equity, operating cash flows or total cash flows as previously reported. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates include, but are not limited to, revenue recognition (including allocation of the transaction price to separate performance obligations and the determination of the stand-alone selling price), the amortization period for contract acquisition costs, contract period of leases, fair value of acquired intangible assets and goodwill, and share-based compensation expense. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from these estimates. Summary of significant accounting policies Except for the accounting policies described below, there have been no changes to the Company’s significant accounting polices disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 17, 2020, that have had a material impact on the Company’s condensed consolidated financial statements and related notes. Recently adopted accounting standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. ASU 2019-11 requires entities that did not adopt the amendments in ASU 2016-13 as of November 2019 to adopt ASU 2019-11, and contains the same effective dates and transition requirements as ASU 2016-13. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. Adoption of the standard requires using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align existing credit loss methodology with the new standard. The Company adopted ASU 2016-13 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which modifies the goodwill impairment test and requires an entity to write down the carrying value of goodwill for the amount by which the carrying amount of a reporting unit exceeds its fair value. The Company adopted ASU 2017-04 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 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 aligns the requirements for capitalizing implementation costs in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred for an internal-use software license. The Company adopted ASU 2018-15 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements. Accounting standards issued not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies the accounting for convertible instruments by removing the separation models in Subtopic 470-20 that required embedded conversion features to be separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The new standard also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for the Company beginning January 1, 2022, although early adoption is permitted for fiscal periods beginning January 1, 2021. The new standard can be adopted using either a modified or full retrospective transition method. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements.

Net Loss Per Share

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Net Loss Per Share

Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted-average number of shares outstanding during the period. In periods of net income, diluted net income per share is computed by dividing net income for the period by the basic weighted-average number of shares plus any dilutive potential ordinary shares outstanding during the period. As the Company was in a loss position for both of the three and nine months ended September 30, 2020 and 2019, the diluted loss per share is equal to basic loss per share because the effects of potentially dilutive shares, which include shares from share-based awards and convertible senior notes, were anti-dilutive.

During 2019, the Company issued 1.75% Convertible Senior Notes due September 1, 2024 (the “2024 Notes”) (see Note 6, Debt, for more details). Since the Company expects to settle the principal amount of the outstanding 2024 Notes in a combination of cash and shares, the Company uses the if-converted method for calculating any potential dilutive effect of the conversion spread on the diluted net income per ordinary share when the average market price of the Company’s ordinary shares, each represented by an American Depositary Share ("ADS"), for a given period exceeds the initial conversion price of €51.75 per share. This situation has not occurred as of September 30, 2020.

The net loss and weighted average number of shares used in the calculation of basic and diluted earnings per share are as follows (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Numerator (basic and diluted):
Net loss	$	(20,341)	$	(13,511)	$	(59,992)	$	(49,780)
Denominator (basic and diluted):
Weighted-average ordinary shares outstanding	31,635		30,648		31,419		30,453

Basic and diluted net loss per share	$	(0.64)	$	(0.44)	$	(1.91)	$	(1.63)

Fair Value Measurements (Details) $ in Millions	Sep. 30, 2020 USD ($)
Convertible Senior Notes due in 2024
Fair value measurement
Fair value of debt	$ 144.2

Revenue from Contracts with Customers - Disaggregation of Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenues by geographic region
Total revenue	$ 72,702	$ 62,436	$ 208,559	$ 180,407
Americas
Revenues by geographic region
Total revenue	33,654	29,837	96,194	83,816
EMEA
Revenues by geographic region
Total revenue	30,408	26,739	89,146	80,504
Asia Pacific
Revenues by geographic region
Total revenue	$ 8,640	$ 5,860	$ 23,219	$ 16,087

- Definition

+ References

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Adjustment on initial application of ASC 842	Adjusted balance	Ordinary shares	Ordinary shares Adjusted balance	Additional paid-in capital	Additional paid-in capital Adjusted balance	Accumulated other comprehensive income	Accumulated other comprehensive income Adjusted balance	Other reserves	Other reserves Adjusted balance	Accumulated loss	Accumulated loss Adjustment on initial application of ASC 842	Accumulated loss Adjusted balance
Balance as of the beginning of the period (in shares) at Dec. 31, 2018				30,158,374
Balance as of the beginning of the period at Dec. 31, 2018	$ 31,547	$ (85)	$ 31,462	$ 3,128	$ 3,128	$ 244,878	$ 244,878	$ 404	$ 404	$ 138	$ 138	$ (217,001)	$ (85)	$ (217,086)
Increase (Decrease) in Stockholders' Equity
Net loss for the period	(49,780)											(49,780)
Other comprehensive gain (loss)	871							871
Equity component of 2024 Notes, net of issuance costs	20,793					20,793
Restricted stock units reserve	0					(69)				69
Shares issued from restricted stock unit vesting (in shares)				185,645
Shares issued from restricted stock unit vesting	0			$ 17		(17)
Exercise of stock awards (in shares)				306,844
Exercise of stock awards	4,382			$ 28		4,354
Issuance of ordinary shares in connection with employee stock purchase plan (in shares)				131,377
Issuance of ordinary shares in connection with employee stock purchase plan	4,742			$ 12		4,730
Share-based compensation	26,285					26,285
Balance as of the end of the period (in shares) at Sep. 30, 2019				30,782,240
Balance as of the end of the period at Sep. 30, 2019	38,755			$ 3,185		300,954		1,275		207		(266,866)
Balance as of the beginning of the period (in shares) at Jun. 30, 2019				30,558,748
Balance as of the beginning of the period at Jun. 30, 2019	17,848			$ 3,164		267,281		545		213		(253,355)
Increase (Decrease) in Stockholders' Equity
Net loss for the period	(13,511)											(13,511)
Other comprehensive gain (loss)	730							730
Equity component of 2024 Notes, net of issuance costs	20,793					20,793
Restricted stock units reserve	0					6				(6)
Shares issued from restricted stock unit vesting (in shares)				43,017
Shares issued from restricted stock unit vesting	0			$ 4		(4)
Exercise of stock awards (in shares)				107,997
Exercise of stock awards	1,387			$ 10		1,377
Issuance of ordinary shares in connection with employee stock purchase plan (in shares)				72,478
Issuance of ordinary shares in connection with employee stock purchase plan	2,469			$ 7		2,462
Share-based compensation	9,039					9,039
Balance as of the end of the period (in shares) at Sep. 30, 2019				30,782,240
Balance as of the end of the period at Sep. 30, 2019	38,755			$ 3,185		300,954		1,275		207		(266,866)
Balance as of the beginning of the period (in shares) at Dec. 31, 2019				31,017,268
Balance as of the beginning of the period at Dec. 31, 2019	35,952			$ 3,205		309,988		1,107		207		(278,555)
Increase (Decrease) in Stockholders' Equity
Net loss for the period	(59,992)											(59,992)
Other comprehensive gain (loss)	(1,469)							(1,469)
Restricted stock units reserve	0					(75)				75
Shares issued from restricted stock unit vesting (in shares)				379,166
Shares issued from restricted stock unit vesting	0			$ 34		(34)
Exercise of stock awards (in shares)				215,248
Exercise of stock awards	2,695			$ 19		2,676