UNITED STATES
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WASHINGTON, D.C. 20549
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PING IDENTITY HOLDING CORP.
FORM 10-Q
For the Quarter Ended September 30, 2021
TABLE OF CONTENTS
Page | ||
PART I. FINANCIAL INFORMATION | ||
Item 1. | 3 | |
Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 | 3 | |
4 | ||
5 | ||
6 | ||
8 | ||
9 | ||
28 | ||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 31 |
Item 3. | 49 | |
Item 4. | 50 | |
PART II. OTHER INFORMATION | ||
Item 1. | 51 | |
Item 1A. | 51 | |
Item 2. | 51 | |
Item 3. | 51 | |
Item 4. | 51 | |
Item 5. | 51 | |
Item 6. | 51 | |
53 | ||
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PING IDENTITY HOLDING CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(unaudited)
September 30, | December 31, | |||||
| 2021 |
| 2020 | |||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Accounts receivable, net of allowances of $ |
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Contract assets, current (net of allowance) | | | ||||
Deferred commissions, current | | | ||||
Prepaid expenses | | | ||||
Other current assets |
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Total current assets |
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Noncurrent assets: | ||||||
Property and equipment, net |
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Goodwill |
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Intangible assets, net |
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Contract assets, noncurrent (net of allowance) | | | ||||
Deferred commissions, noncurrent | | | ||||
Deferred income taxes, net |
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Operating lease right-of-use assets | | | ||||
Other noncurrent assets |
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Total noncurrent assets |
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Total assets | $ | | $ | | ||
Liabilities and stockholders' equity |
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Current liabilities: |
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Accounts payable | $ | | $ | | ||
Accrued expenses and other current liabilities |
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Accrued compensation |
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Deferred revenue, current | | | ||||
Operating lease liabilities, current | | | ||||
Total current liabilities |
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Noncurrent liabilities: |
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Deferred revenue, noncurrent |
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Long-term debt |
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Deferred income taxes, net |
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Operating lease liabilities, noncurrent | | | ||||
Other liabilities, noncurrent |
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Total noncurrent liabilities |
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Total liabilities |
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Commitments and contingencies (Note 14) |
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Stockholders' equity: |
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Preferred stock; $ | ||||||
Common stock; $ | | | ||||
Additional paid-in capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
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Total stockholders' equity |
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Total liabilities and stockholders' equity | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
PING IDENTITY HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 | |||||
Revenue: |
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Subscription | $ | | $ | | $ | | $ | | ||||
Professional services and other |
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Total revenue |
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Cost of revenue: | ||||||||||||
Subscription (exclusive of amortization shown below) | | | | | ||||||||
Professional services and other (exclusive of amortization shown below) |
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Amortization expense |
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Total cost of revenue | | | | | ||||||||
Gross profit |
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Operating expenses: |
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Sales and marketing |
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Research and development |
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General and administrative |
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Depreciation and amortization |
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Total operating expenses |
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Loss from operations |
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Other income (expense): |
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Interest expense |
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Other income (expense), net |
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Total other income (expense) |
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Loss before income taxes |
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Benefit for income taxes |
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Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Net loss per share: | ||||||||||||
Basic and diluted | ( | ( | ( | ( | ||||||||
Weighted-average shares used in computing net loss per share: | ||||||||||||
Basic and diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
PING IDENTITY HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustments |
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Total other comprehensive income (loss) |
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Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
PING IDENTITY HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share amounts)
(unaudited)
Three Months Ended September 30, 2021:
Accumulated | ||||||||||||||||||
Additional | Other | Total | ||||||||||||||||
Common Stock | Paid-in | Comprehensive | Accumulated | Stockholders' | ||||||||||||||
| Shares |
| Amount |
| Capital |
| Income (Loss) |
| Deficit |
| Equity | |||||||
Balances at June 30, 2021 | | $ | | $ | | $ | | $ | ( | $ | | |||||||
Net loss | — | — | — | — | ( | ( | ||||||||||||
Stock-based compensation | — |
| — |
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| — |
| — |
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Exercise of stock options, net of tax withholding | | — | | — | — | | ||||||||||||
Vesting of restricted stock units, net of tax withholding | |
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| ( |
| — |
| — |
| ( | |||||||
Shares issued related to business combinations | | | | | ||||||||||||||
Foreign currency translation adjustments, net of tax | — |
| — |
| — |
| ( |
| — |
| ( | |||||||
Balances at September 30, 2021 | | $ | | $ | | $ | | $ | ( | $ | |
Three Months Ended September 30, 2020:
Accumulated | ||||||||||||||||||
Additional | Other | Total | ||||||||||||||||
Common Stock | Paid-in | Comprehensive | Accumulated | Stockholders' | ||||||||||||||
| Shares |
| Amount |
| Capital |
| Income (Loss) |
| Deficit |
| Equity | |||||||
Balances at June 30, 2020 | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Net loss | — | — | — | — | ( | ( | ||||||||||||
Stock-based compensation | — |
| — |
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| — |
| — |
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Exercise of stock options, net of tax withholding | | | | — | — | | ||||||||||||
Vesting of restricted stock units, net of tax withholding | |
| — |
| ( |
| — |
| — |
| ( | |||||||
Foreign currency translation adjustments, net of tax | — | — | — | | — | | ||||||||||||
Balances at September 30, 2020 | | $ | | $ | | $ | ( | $ | ( | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
PING IDENTITY HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share amounts)
(unaudited)
Nine Months Ended September 30, 2021:
Accumulated | ||||||||||||||||||
Additional | Other | Total | ||||||||||||||||
Common Stock | Paid-in | Comprehensive | Accumulated | Stockholders' | ||||||||||||||
| Shares |
| Amount |
| Capital |
| Income (Loss) |
| Deficit |
| Equity | |||||||
Balances at December 31, 2020 | | $ | | $ | | $ | | $ | ( | $ | | |||||||
Net loss | — | — | — | — | ( | ( | ||||||||||||
Stock-based compensation | — |
| — |
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| — |
| — |
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Reclassification of liability-classified awards upon settlement | — | — | | | ||||||||||||||
Exercise of stock options, net of tax withholding | | | | — | — | | ||||||||||||
Vesting of restricted stock units, net of tax withholding | |
| |
| ( |
| — |
| — |
| ( | |||||||
Shares issued related to business combinations | | | | | ||||||||||||||
Foreign currency translation adjustments, net of tax | — |
| — |
| — |
| ( |
| — |
| ( | |||||||
Balances at September 30, 2021 | | $ | | $ | | $ | | $ | ( | $ | |
Nine Months Ended September 30, 2020:
Accumulated | ||||||||||||||||||
Additional | Other | Total | ||||||||||||||||
Common Stock | Paid-in | Comprehensive | Accumulated | Stockholders' | ||||||||||||||
| Shares |
| Amount |
| Capital |
| Loss |
| Deficit |
| Equity | |||||||
Balances at December 31, 2019 | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Cumulative-effect adjustment for adoption of ASU 2016-13 | | | ||||||||||||||||
Net loss | — | — | — | — | ( | ( | ||||||||||||
Stock-based compensation | — | — | | — | — | | ||||||||||||
Exercise of stock options, net of tax withholding | |
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Vesting of restricted stock units, net of tax withholding | |
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| ( |
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Foreign currency translation adjustments, net of tax | — |
| — |
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| ( |
| — |
| ( | |||||||
Balances at September 30, 2020 | | $ | | $ | | $ | ( | $ | ( | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
PING IDENTITY HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
Nine Months Ended | ||||||
| 2021 | 2020 | ||||
Cash flows from operating activities |
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Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
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Depreciation and amortization |
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Stock-based compensation expense |
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Amortization of deferred commissions | | | ||||
Amortization of deferred debt issuance costs | | | ||||
Operating leases, net | ( | ( | ||||
Deferred taxes |
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Other |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Contract assets |
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Deferred commissions |
| ( |
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Prepaid expenses and other current assets |
| ( |
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Other assets |
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Accounts payable |
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Accrued compensation | | ( | ||||
Accrued expenses and other |
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Deferred revenue |
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Net cash provided by operating activities |
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Cash flows from investing activities |
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Payments for business acquisitions, net of cash acquired | ( | ( | ||||
Purchases of property and equipment and other |
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Capitalized software development costs |
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Net cash used in investing activities |
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Cash flows from financing activities |
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Payment of acquisition-related holdbacks |
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Payment of offering costs |
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Proceeds from stock option exercises |
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Payment for tax withholding on equity awards | ( | ( | ||||
Proceeds from long-term debt |
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Payment of long-term debt |
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Net cash provided by (used in) financing activities |
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Effect of exchange rates on cash and cash equivalents and restricted cash |
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Net increase (decrease) in cash and cash equivalents and restricted cash |
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Cash and cash equivalents and restricted cash |
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Beginning of period |
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End of period | $ | | $ | | ||
Supplemental disclosures of cash flow information: |
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Cash paid for interest | $ | | $ | | ||
Cash paid for taxes |
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Noncash activities: |
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Purchases of property and equipment, accrued but not yet paid | $ | | $ | — | ||
Reclassification of liability-classified awards upon settlement | | — | ||||
Acquisition-related accruals |
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Acquisition-related receivables | | — | ||||
Fair value of common stock issued as consideration for business combinations | | — | ||||
Lease liabilities arising from right-of-use assets |
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Reconciliation of cash and cash equivalents and restricted cash within the consolidated balance sheets to the amounts shown in the statements of cash flows above: | ||||||
Cash and cash equivalents | $ | | $ | | ||
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Total cash and cash equivalents and restricted cash | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
PING IDENTITY HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Overview and Basis of Presentation
Organization and Description of Business
Ping Identity Holding Corp. and its wholly owned subsidiaries, referred to herein as the “Company,” is headquartered in Denver, Colorado with international locations principally in Canada, the United Kingdom, France, Australia, Israel and India. The Company, doing business as Ping Identity Corporation (“Ping Identity”), provides customers, employees and partners with secure access to any service, application or application programming interface (“API”), while also managing identity and profile data at scale.
Basis of Presentation and Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All amounts are reported in U.S. dollars. Certain amounts for the three and nine months ended September 30, 2020 have been reclassified to conform with current period presentation.
Unaudited Interim Condensed Consolidated Financial Information
The accompanying interim condensed consolidated balance sheet as of September 30, 2021, the condensed consolidated statements of operations, of comprehensive loss and of stockholders’ equity for the three and nine months ended September 30, 2021 and 2020, the condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 and the related footnote disclosures are unaudited. The condensed consolidated balance sheet data as of December 31, 2020 was derived from audited financial statements, but does not include all disclosures required by GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in management’s opinion, include all adjustments necessary to state fairly the consolidated financial position of the Company as of September 30, 2021, the results of operations for the three and nine months ended September 30, 2021 and 2020 and cash flows for the nine months ended September 30, 2021 and 2020. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future period.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, determining the fair values of assets acquired and liabilities assumed in business combinations, valuing stock option awards and assessing the probability of the awards meeting vesting conditions, recognizing revenue, establishing allowances for expected credit losses based on expected credit losses and the collectability of financial assets, determining useful lives for finite-lived assets, assessing the recoverability of long-lived assets, determining the value of right-of-use assets and lease liabilities, accounting for income taxes and related valuation allowances against deferred tax
9
PING IDENTITY HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
assets, determining the amortization period for deferred commissions and assessing the accounting treatment for commitments and contingencies. Management evaluates these estimates and assumptions on an ongoing basis and makes estimates based on historical experience and various other assumptions that are believed to be reasonable. Actual results may differ from these estimates due to risks and uncertainties, including the continued uncertainty surrounding rapidly changing market and economic conditions due to the novel Coronavirus Disease 2019 (“COVID-19”) pandemic.
2. Summary of Significant Accounting Policies
The Company’s significant accounting policies are discussed in “Note 2 — Summary of Significant Accounting Policies” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. There have been no significant changes to these policies that have had a material impact on the Company’s condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2021. The following describes the impact of certain policies.
Recent Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. Effective January 1, 2021, the Company adopted ASU 2019-12. The adoption did not have a material impact on its condensed consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), which provides companies with temporary optional financial reporting alternatives to ease the potential burden in accounting for reference rate reform and includes a provision that allows companies to account for a modified contract as a continuation of an existing contract. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. Adoption of ASU 2020-04 did not have a material impact on the Company’s condensed consolidated financial statements.
3. Revenue Recognition and Deferred Commissions
The Company recognizes revenue under Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.
10
PING IDENTITY HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Disaggregation of Revenue
The following table presents revenue by category:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||
(in thousands) | ||||||||||||
Subscription term-based licenses: | ||||||||||||
Multi-year subscription term-based licenses | $ | | $ | | $ | | $ | | ||||
1-year subscription term-based licenses | | | | | ||||||||
Total subscription term-based licenses | | | | | ||||||||
Subscription SaaS | | | | | ||||||||
Maintenance and support | | | | | ||||||||
Total subscription revenue | | | | | ||||||||
Professional services and other |
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Total revenue | $ | | $ | | $ | | $ | |
The following table presents revenue by geographic region, which is based on the delivery address of the customer, and is summarized by geographic area:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||
(in thousands) | ||||||||||||
United States | $ | | $ | | $ | | $ | | ||||
International |
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Total revenue | $ | | $ | | $ | | $ | |
Other than the United States, no other individual country exceeded 10% of total revenue for the three months ended September 30, 2021 and 2020 or the nine months ended September 30, 2021 and 2020.
Contract Balances
Contract assets represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for contracts that have not yet been invoiced to customers where there is a remaining performance obligation, typically for multi-year arrangements. In multi-year agreements, the Company generally invoices customers on an annual basis on each anniversary of the contract start date. Amounts anticipated to be billed within one year of the balance sheet date are recorded as contract assets, current; the remaining portion is recorded as contract assets, noncurrent in the condensed consolidated balance sheets. The change in the total contract asset balance relates to entering into new multi-year contracts and billing on existing contracts. The opening and closing balances of contract assets were as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||
(in thousands) | ||||||||||||
Beginning balance | $ | | $ | | $ | | $ | | ||||
Ending balance | | | | | ||||||||
Change | $ | | $ | ( | $ | ( | $ | ( |
11
PING IDENTITY HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Contract liabilities consist of customer billings in advance of revenue being recognized. The Company primarily invoices its customers for subscription arrangements annually in advance, though certain contracts require invoicing for the entire subscription in advance. Amounts anticipated to be recognized within one year of the balance sheet date are recorded as deferred revenue, current; the remaining portion is recorded as deferred revenue, noncurrent in the condensed consolidated balance sheets. The opening and closing balances of contract liabilities included in deferred revenue were as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
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2021 | 2020 | 2021 | 2020 | |||||||||
| (in thousands) | |||||||||||
Beginning balance | $ | | $ | | $ | | $ | | ||||
Ending balance | | | | | ||||||||
Change | $ | | $ | ( | $ | ( | $ | ( |
The change in deferred revenue relates primarily to invoicing customers and recognizing revenue in conjunction with the satisfaction of performance obligations. Revenue recognized during the three and nine months ended September 30, 2021 and 2020 that was included in the deferred revenue balances at the beginning of the respective periods was as follows: