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Commitments and Contingencies | 12 Months Ended
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Dec. 31, 2020
Commitments And Contingencies Disclosure [Abstract] |
Commitments and Contingencies | (10) Commitments and Contingencies (a) Commitments From time to time, the Company enters into certain types of contracts that require it to indemnify parties against third-party claims. These contracts primarily relate to agreements under which the Company assumes indemnity obligations for intellectual property infringement, as well as other obligations from time to time depending on arrangements negotiated with customers and other third parties. The conditions of these obligations vary. Thus, the overall maximum amount of the Company’s indemnification obligations cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations and does not currently expect to incur any material obligations in the future. Accordingly, the Company has not recorded an indemnification liability on its Balance Sheets as of December 31, 2020 or December 31, 2019. As a result of the Tax Act, the Company recorded a final tax expense of $37.2 million related to the Transition Tax, comprised of a provisional Transition Tax obligation of $40.3 million in 2017 and a subsequent $(3.1) million measurement-period adjustment in 2018. As of December 31, 2020, $28.0 million of the Transition Tax was unpaid, of which $25.1 million is included in “Other long-term liabilities” and $3.0 million is included in “Accounts payable, accrued expenses, and operating lease liabilities” in the Company’s Consolidated Balance Sheets. The following table shows future minimum payments related to the Notes (semi-annual interest payments and principal upon maturity), noncancelable purchase agreements with initial terms of greater than one year, and anticipated payments related to the Transition Tax resulting from the Tax Act based on the expected due dates of the various installments as of December 31, 2020 (in thousands):
Year |  | Convertible Senior Notes |  |  | Purchase Obligations |  |  | Transition Tax |
2021 |  | $ | 4,740 |  |  | $ | 13,825 |  |  | $ | 2,951 |
2022 |  |  | 4,875 |  |  |  | 9,673 |  |  |  | 2,952 |
2023 |  |  | 4,875 |  |  |  | 8,705 |  |  |  | 5,534 |
2024 |  |  | 4,875 |  |  |  | 669 |  |  |  | 7,379 |
2025 |  |  | 655,078 |  |  |  | 682 |  |  |  | 9,223 |
Thereafter |  |  | 0 |  |  |  | 1,048 |  |  |  | 0 |
|  | $ | 674,443 |  |  | $ | 34,602 |  |  | $ | 28,039 |
See Note 9, Convertible Senior Notes, to the Consolidated Financial Statements for information regarding the Company’s commitments related to the Notes. Although the Notes will mature on December 15, 2025, they may be earlier converted, redeemed or repurchased in accordance with their terms. See Note 8, Leases, to the Consolidated Financial Statements for information regarding the Company’s commitments that are related to lease agreements. (b) Contingencies Following an internal review initiated in 2018, the Company believes that its Brazilian subsidiary failed or likely failed to comply with local procurement regulations in conducting business with certain Brazilian government entities. On February 6, 2020, the Company learned that a Brazilian court has authorized the Brazilian Federal Police to use certain investigative measures in its investigation into alleged corruption and procurement fraud involving certain government officials, pertaining to a particular transaction. Pursuant to this court authorization, numerous entities and individuals across Brazil have been subject to the freezing of assets and other measures, including a former reseller and a former employee of the Company’s Brazilian subsidiary. On February 6, 2020, the bank accounts of the Company’s Brazilian subsidiary were also frozen up to an amount of BRL 10.0 million, or approximately $2.3 million. On May 22, 2020, these bank accounts of the Company’s Brazilian subsidiary were unfrozen on the basis of a court decision that found the alleged illicit origin of the amounts was not sufficiently evidenced. On May 25, 2020, the Federal Prosecution Office presented an appeal to this decision, but the accounts will remain unfrozen pending the outcome of the appeal. The transaction at issue is part of the basis of the previously reported failure or likely failure of the Brazilian subsidiary to comply with local procurement regulations. The Company is not a subject of the investigation, and the Company is not aware of any allegations that the former employee or the Company made any payments to Brazilian government officials. The Brazilian Federal Police has expanded the investigation to include other possible cases of procurement fraud involving Brazilian government entities and criminal penalties may be imposed against individuals; however, the Company’s Brazilian subsidiary is not a target. T he Company has also learned that Brazil’s Federal Comptroller General filed an administrative action against the Company’s Brazilian subsidiary with respect to the alleged procurement violations. The Company is taking measures to attempt to resolve this matter. While the Company believes that it is probable that the resolution of these Brazilian matters will result in a loss, the amount or range of loss is not reasonably estimable at this time. Given the stage of these matters, the outcome may result in a material impact on the Company’s earnings and financial results for the period in which any such liability is accrued. However, the Company believes that the outcome of these matters will not have a material effect on the Company’s financial position. The Company is also involved in various legal proceedings arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, management does not expect the resolution of these legal proceedings to have a material adverse effect on the Company’s financial position, results of operations, or cash flows. The Company has contingent liabilities that, in management’s judgment, are not probable of assertion. If such unasserted contingent liabilities were to be asserted, or become probable of assertion, the Company may be required to record significant expenses and liabilities in the period in which these liabilities are asserted or become probable of assertion.

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