Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 25, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | INST | |
Entity Registrant Name | INSTRUCTURE INC | |
Entity Central Index Key | 0001355754 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 37,577,533 | |
Entity Shell Company | false | |
Entity File Number | 001-37629 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-3505687 | |
Entity Address, Address Line One | 6330 South 3000 East, Suite 700 | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84121 | |
City Area Code | 800 | |
Local Phone Number | 203-6755 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets (un
Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 122,199 | $ 94,320 |
Short-term marketable securities | 5,006 | 58,630 |
Accounts receivable—net of allowance of $953 and $1,092 at September 30, 2019 and December 31, 2018, respectively | 41,655 | 35,514 |
Prepaid expenses | 14,273 | 13,918 |
Deferred commissions | 12,156 | 8,226 |
Other current assets | 4,649 | 2,019 |
Total current assets | 199,938 | 212,627 |
Property and equipment, net | 28,893 | 27,388 |
Right-of-use assets | 37,120 | |
Goodwill | 69,952 | 12,354 |
Intangible assets, net | 35,145 | 6,262 |
Noncurrent prepaid expenses | 4,055 | 3,516 |
Deferred commissions, net of current portion | 15,295 | 11,404 |
Other assets | 560 | 446 |
Total assets | 390,958 | 273,997 |
Current liabilities: | ||
Accounts payable | 7,611 | 3,581 |
Accrued liabilities | 14,431 | 9,809 |
Deferred rent | 1,329 | |
Lease liabilities | 6,324 | |
Deferred revenue | 162,583 | 117,298 |
Total current liabilities | 190,949 | 132,017 |
Deferred revenue, net of current portion | 2,975 | 3,372 |
Lease liabilities, net of current portion | 42,685 | |
Deferred rent, net of current portion | 10,150 | |
Other long-term liabilities | 3,619 | 20 |
Total liabilities | 240,228 | 145,559 |
Stockholders’ equity: | ||
Common stock | 3 | 3 |
Additional paid-in capital | 475,953 | 395,865 |
Accumulated other comprehensive income (loss) | 10 | (8) |
Accumulated deficit | (325,236) | (267,422) |
Total stockholders’ equity | 150,730 | 128,438 |
Total liabilities and stockholders’ equity | $ 390,958 | $ 273,997 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 953 | $ 1,092 |
Consolidated Statements of Oper
Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | $ 68,335 | $ 55,239 | $ 189,278 | $ 153,293 |
Cost of revenue | 21,290 | 16,138 | 59,894 | 44,721 |
Gross profit | 47,045 | 39,101 | 129,384 | 108,572 |
Operating expenses: | ||||
Sales and marketing | 32,313 | 25,641 | 92,119 | 73,670 |
Research and development | 21,800 | 15,601 | 61,688 | 45,110 |
General and administrative | 13,511 | 9,815 | 38,167 | 26,306 |
Total operating expenses | 67,624 | 51,057 | 191,974 | 145,086 |
Loss from operations | (20,579) | (11,956) | (62,590) | (36,514) |
Other income (expense): | ||||
Interest income | 309 | 761 | 1,232 | 1,528 |
Interest expense | (25) | (11) | (54) | |
Other expense | (495) | (177) | (748) | (531) |
Total other income (expense), net | (186) | 559 | 473 | 943 |
Loss before income taxes | (20,765) | (11,397) | (62,117) | (35,571) |
Income tax benefit (expense) | (158) | (75) | 4,303 | (307) |
Net loss | $ (20,923) | $ (11,472) | $ (57,814) | $ (35,878) |
Net loss per common share, basic and diluted | $ (0.56) | $ (0.33) | $ (1.58) | $ (1.06) |
Weighted average common shares used in computing basic and diluted net loss per common share | 37,250 | 34,895 | 36,585 | 33,934 |
Subscription and Support | ||||
Revenue | $ 61,863 | $ 49,235 | $ 172,351 | $ 137,539 |
Cost of revenue | 16,567 | 12,149 | 46,270 | 33,324 |
Professional Services and Other | ||||
Revenue | 6,472 | 6,004 | 16,927 | 15,754 |
Cost of revenue | $ 4,723 | $ 3,989 | $ 13,624 | $ 11,397 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (20,923) | $ (11,472) | $ (57,814) | $ (35,878) |
Other comprehensive gain (loss): | ||||
Net change in unrealized gains (losses) on marketable securities | (7) | (10) | 18 | (11) |
Comprehensive loss | $ (20,930) | $ (11,482) | $ (57,796) | $ (35,889) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balances at Dec. 31, 2017 | $ 26,944 | $ 3 | $ 250,899 | $ (1) | $ (223,957) |
Balances, Shares at Dec. 31, 2017 | 30,860 | ||||
Exercise of common stock options | 5,731 | 5,731 | |||
Exercise of common stock options, Shares | 771 | ||||
Vesting of restricted stock units, net, Shares | 449 | ||||
Purchase of ESPP shares | 3,030 | 3,030 | |||
Purchase of ESPP shares, Shares | 105 | ||||
Stock-based compensation | 16,674 | 16,674 | |||
Common stock and options issued in acquisition, Shares | 2 | ||||
Secondary offering | 109,789 | 109,789 | |||
Secondary offering, Shares | 2,875 | ||||
Unrealized gain (loss) on marketable securities | (11) | (11) | |||
Shares withheld for tax withholding on vesting of restricted stock | (334) | (334) | |||
Shares withheld for tax withholding on vesting of restricted stock, Shares | (8) | ||||
Net loss | (35,878) | (35,878) | |||
Balances at Sep. 30, 2018 | 125,945 | $ 3 | 385,789 | (12) | (259,835) |
Balances, Shares at Sep. 30, 2018 | 35,054 | ||||
Balances at Jun. 30, 2018 | 130,123 | $ 3 | 378,485 | (2) | (248,363) |
Balances, Shares at Jun. 30, 2018 | 34,765 | ||||
Exercise of common stock options | 1,513 | 1,513 | |||
Exercise of common stock options, Shares | 151 | ||||
Vesting of restricted stock units, net, Shares | 139 | ||||
Stock-based compensation | 5,871 | 5,871 | |||
Common stock and options issued in acquisition, Shares | 2 | ||||
Unrealized gain (loss) on marketable securities | (10) | (10) | |||
Shares withheld for tax withholding on vesting of restricted stock | (80) | (80) | |||
Shares withheld for tax withholding on vesting of restricted stock, Shares | (3) | ||||
Net loss | (11,472) | (11,472) | |||
Balances at Sep. 30, 2018 | 125,945 | $ 3 | 385,789 | (12) | (259,835) |
Balances, Shares at Sep. 30, 2018 | 35,054 | ||||
Balances at Dec. 31, 2018 | 128,438 | $ 3 | 395,865 | (8) | (267,422) |
Balances, Shares at Dec. 31, 2018 | 35,386 | ||||
Exercise of common stock options | $ 3,943 | 3,943 | |||
Exercise of common stock options, Shares | 436 | 436 | |||
Vesting of restricted stock units, net, Shares | 1,025 | ||||
Purchase of ESPP shares | $ 3,066 | 3,066 | |||
Purchase of ESPP shares, Shares | 95 | ||||
Stock-based compensation | 45,161 | 45,161 | |||
Common stock and options issued in acquisition | 30,012 | 30,012 | |||
Common stock and options issued in acquisition, Shares | 666 | ||||
Unrealized gain (loss) on marketable securities | 18 | 18 | |||
Shares withheld for tax withholding on vesting of restricted stock | (2,094) | (2,094) | |||
Shares withheld for tax withholding on vesting of restricted stock, Shares | (49) | ||||
Net loss | (57,814) | (57,814) | |||
Balances at Sep. 30, 2019 | 150,730 | $ 3 | 475,953 | 10 | (325,236) |
Balances, Shares at Sep. 30, 2019 | 37,559 | ||||
Balances at Jun. 30, 2019 | 156,548 | $ 3 | 460,841 | 17 | (304,313) |
Balances, Shares at Jun. 30, 2019 | 37,062 | ||||
Exercise of common stock options | 1,446 | 1,446 | |||
Exercise of common stock options, Shares | 141 | ||||
Vesting of restricted stock units, net, Shares | 391 | ||||
Stock-based compensation | 15,122 | 15,122 | |||
Unrealized gain (loss) on marketable securities | (7) | (7) | |||
Shares withheld for tax withholding on vesting of restricted stock | (1,456) | (1,456) | |||
Shares withheld for tax withholding on vesting of restricted stock, Shares | (35) | ||||
Net loss | (20,923) | (20,923) | |||
Balances at Sep. 30, 2019 | $ 150,730 | $ 3 | $ 475,953 | $ 10 | $ (325,236) |
Balances, Shares at Sep. 30, 2019 | 37,559 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Sep. 30, 2018 |
Common Stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Operating activities: | ||
Net loss | $ (57,814) | $ (35,878) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation of property and equipment | 7,775 | 6,438 |
Amortization of intangible assets | 6,703 | 2,112 |
Amortization of deferred financing costs | 9 | 15 |
Change in fair value of mark-to-market liabilities | (1,266) | |
Stock-based compensation | 43,398 | 16,102 |
Other | (988) | (757) |
Changes in assets and liabilities: | ||
Accounts receivable, net | (5,711) | (14,011) |
Prepaid expenses and other assets | (7,005) | (168) |
Deferred commissions | (7,571) | (1,172) |
Right-of-use assets | 2,110 | |
Accounts payable and accrued liabilities | 8,855 | 10,241 |
Deferred revenue | 39,969 | 37,011 |
Lease liabilities | (1,700) | |
Deferred rent | 1,603 | |
Other liabilities | 3,550 | |
Net cash provided by operating activities | 31,580 | 20,270 |
Investing activities: | ||
Purchases of property and equipment | (7,485) | (8,888) |
Proceeds from sale of property and equipment | 71 | 78 |
Purchases of marketable securities | (15,394) | (92,170) |
Maturities of marketable securities | 60,700 | 37,850 |
Sale of marketable securities | 8,786 | |
Business acquisitions, net of cash received | (55,293) | |
Net cash used in investing activities | (8,615) | (63,130) |
Financing activities: | ||
Proceeds from common stock offerings, net of offering costs | 109,789 | |
Proceeds from issuance of common stock from employee equity plans | 7,008 | 8,760 |
Shares repurchased for tax withholdings on vesting of restricted stock | (2,094) | (333) |
Payments for financing costs | (18) | |
Net cash provided by financing activities | 4,914 | 118,198 |
Net increase in cash and cash equivalents | 27,879 | 75,338 |
Cash and cash equivalents, beginning of period | 94,320 | 35,693 |
Cash and cash equivalents, end of period | 122,199 | 111,031 |
Supplemental cash flow disclosure: | ||
Cash paid for taxes | 217 | 131 |
Non-cash investing and financing activities: | ||
Capital expenditures incurred but not yet paid | 523 | $ 192 |
Consideration not yet received in connection with the acquisition of Portfolium, net | (280) | |
Issuance of common stock for acquisition | $ 30,012 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Organization Instructure provides innovative applications for learning, assessment and talent management. We enable organizations worldwide to develop, deliver, manage and track engaging academic and employee development programs. We offer our platform through a Software-as-a-Service, or SaaS, business model. We were incorporated in the State of Delaware in September 2008 Basis of Presentation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applicable to interim periods, under the rules and regulations of the United States Securities and Exchange Commission (“SEC”). In the opinion of management, we have prepared the accompanying unaudited financial statements on a basis substantially consistent with the audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2018, and these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2019. The year-end balance sheet data was derived from audited financial statements, but this Form 10-Q does not include all disclosures required under GAAP. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted under the rules and regulations of the SEC. These interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2019. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Such estimates, which we evaluate on an on-going basis, include allowances for doubtful accounts, useful lives for property and equipment and intangible assets, valuation of marketable securities, valuation allowances for net deferred income tax assets, valuation of stock-based compensation and common stock, the standalone selling price (“SSP”) of performance obligations, the determination of the period of benefit for deferred commissions Segment Information We operate in a single operating segment, cloud-based learning management systems. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision makers, or CODMs, which are our Chief Executive Officer and Chief Financial Officer, in deciding how to allocate resources and assess performance. Our CODMs evaluate our financial information and resources and assess the performance of these resources on a consolidated basis. Since we operate in one operating segment, all required financial segment information can be found in the consolidated financial statements. S ummary of Significant Accounting Policies Except for the accounting policies for leases that were updated as a result of adopting ASU No. 2016-02, Leases (“Topic 842”) described below, there have been no changes to our significant accounting policies described in the Annual Report on Form 10-K as of and for the year ended December 31, 2018, filed with the SEC on February 20, 2019, that have had a material impact in our condensed consolidated financial statements and related notes. Revenue Recognition We generate revenue primarily from two main sources: (1) subscription and support revenue, which is comprised of SaaS fees from customers accessing our learning, assessment and talent management systems and from customers purchasing additional support beyond the standard support that is included in the basic SaaS fees; and (2) related professional services revenue, which is comprised of training, implementation services and other types of professional services. Revenue is recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. We determined revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation The following describes the nature of our primary types of revenue and the revenue recognition policies and significant payment terms as they pertain to the types of transactions we enter into with our customers. Subscription and Support Subscription and support revenue is derived from fees from customers to access our learning, assessment and talent management systems and support beyond the standard support that is included with all subscriptions. The terms of our subscriptions do not provide customers the right to take possession of the software. Subscription and support r evenue is generally recognized on a ratable basis over the contract term. Professional Services and Other Professional services revenue is derived from implementation Contracts with Multiple Performance Obligations Many of our contracts with customers contain multiple performance obligations. We account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our overall pricing objectives by reviewing our SSP is analyzed on a periodic basis to identify if we have experienced significant changes in our selling prices. Accounts Receivable Accounts receivable, net is comprised of trade receivables that are recorded at the invoice amount, net of an allowance for doubtful accounts, and other receivables, which represents unbilled receivables related to subscription and professional services contracts. Unbilled receivable balances as of September 30, 2019 and December 31, 2018 were $3,263,000 and $6,032,000, respectively. Standard payment terms to customers range from 30 to 90 days; however, payment terms and conditions in our customer contracts may vary. In some cases, customers prepay for products and services in advance of our delivery of the related products or services; in other cases, payment is due as services are performed or in arrears following the delivery of the related products or services. The unbilled receivable primarily relates to revenue recognized when transferred services are more than amounts billable to customers. Deferred Commissions Sales commissions earned by our sales force, as well as related payroll taxes, are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized on a straight-line basis over a period of benefit that we have generally determined to be four years. We determined the period of benefit by taking into consideration our customer contracts, our technology and other factors. Amortization of deferred commissions is included in sales and marketing expenses in the accompanying consolidated statements of operations. Recent Accounting Pronouncements Adopted accounting pronouncements In February 2016, the FASB issued Topic 842, which establishes a comprehensive new lease accounting model. Under the new guidance, at the commencement date, lessees are required to recognize a lease liability with a corresponding right-of-use (“ROU”) asset. On January 1, 2019, the Company adopted Topic 842 using the modified retrospective approach with the effective date as of the date of initial application. Consequently, results for the three and nine months ended September 30, 2019 are presented under Topic 842. No prior period amounts were adjusted and continue to be reported in accordance with previous lease guidance, ASC Topic 840, Leases. The Company elected to apply the package of practical expedients to not reassess under the new standard prior conclusions about lease identification, lease classification, and initial direct costs in relation to its leases in effect as of January 1, 2019. The Company also elected the practical expedient allowing the use of hindsight in determining the lease term and assessing impairment of right-of-use assets based on all facts and circumstances through the effective date of the new standard. Adoption of the new standard resulted in recording operating lease right-of-use assets and operating lease liabilities of approximately $34,726,000 and $46,205,000, respectively, in our consolidated balance sheets as of January 1, 2019. Adoption of the standard did not have an impact on the Company’s beginning accumulated deficit, results from operations or cash flows. Effective January 1, 2019, the Company adopted ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of current stock compensation recognition standards to include share-based payment transactions for acquiring goods and services from nonemployees. The adoption of this guidance did not have a significant impact in our condensed consolidated financial statements and related notes. Effective January 1, 2019, the Company early adopted ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”) using a prospective approach. This guidance aligns the accounting for implementation costs related to a hosting arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. in our condensed consolidated financial statements and related notes. Issued accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses, a new standard to replace 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. The new standard will require the use of a forward-looking expected credit loss model for accounts receivables, loans and other financial instruments. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The standard will be effective for us beginning January 1, 2020. We are currently evaluating the effect that the updated standard will have in our consolidated financial statements and related disclosures. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 2. Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of the diluted net loss per share calculation, options to purchase common stock and restricted stock units (“RSUs”) are considered to be common stock equivalents. A reconciliation of the denominator used in the calculation of basic and diluted loss per share is as follows (in thousands, except per share amounts): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Numerator: Net loss $ (20,923 ) $ (11,472 ) $ (57,814 ) $ (35,878 ) Denominator: Total weighted average common shares outstanding—basic 37,250 34,895 36,585 33,934 Dilutive effect of share equivalents resulting from stock options and restricted stock units — — — — Weighted average common shares outstanding-diluted 37,250 34,895 36,585 33,934 Net loss per common share, basic and diluted $ (0.56 ) $ (0.33 ) $ (1.58 ) $ (1.06 ) For all periods presented, we incurred net losses and, therefore, the effect of our outstanding stock options, RSUs and payroll withholdings under the 2015 Employee Stock Purchase Plan were not included in the calculation of diluted loss per share as the effect would be anti-dilutive. The following table contains share totals with a potentially dilutive impact (in thousands): As of September 30, 2019 2018 Options to purchase common stock 866 1,378 Restricted stock units 2,747 1,611 Employee stock purchase plan 70 76 Total 3,683 3,065 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions On February 21, 2019 and April 5, 2019, we acquired all outstanding shares of Portfolium, Inc. (“Portfolium”) and MasteryConnect, Inc. (“MasteryConnect”), respectively, for the purpose of enhancing our learning management system and human capital management offerings. We have included the operating results of the business combinations in our consolidated financial statements since the date of the acquisitions. The acquisitions did not have a material effect on our revenue or earnings in the consolidated statements of operations for the reporting periods presented. The following table summarizes the estimated fair values of the consideration transferred, assets acquired and liabilities assumed as of the date of the Portfolium acquisition (in thousands): Consideration transferred Cash paid (2) $ 25,552 Common stock 17,133 Fair value of assumed Portfolium awards attributable to pre-combination services 715 Total purchase consideration $ 43,400 Identifiable assets acquired Cash $ 604 Accounts receivable 273 Other assets 31 Intangible assets: developed technology 10,016 Intangible assets: customer relationships 8,560 Intangible assets: trade name 2,710 Total assets acquired $ 22,194 Liabilities assumed Accounts payable and accrued liabilities $ 115 Deferred revenue 1,535 Deferred tax liability, net (1) 4,191 Total liabilities assumed $ 5,841 Goodwill (1) (2) 27,047 Total purchase consideration $ 43,400 (1) During the second quarter of 2019, an adjustment of $1,199,000 was made to the provisional deferred tax liability. The deferred tax liability balance will remain provisional until the Portfolium tax return is filed. ( 2 ) During the third quarter of 2019, we recorded The following table summarizes the estimated fair values of the consideration transferred, assets acquired and liabilities assumed as of the date of the MasteryConnect acquisition (in thousands): Consideration transferred Cash paid $ 32,462 Common stock 12,163 Total purchase consideration $ 44,625 Identifiable assets acquired Cash $ 2,396 Accounts receivable 495 Other assets 1,919 Intangible assets: developed technology 9,191 Intangible assets: customer relationships 4,453 Intangible assets: trade name 656 Total assets acquired $ 19,110 Liabilities assumed Accounts payable and accrued liabilities $ 936 Deferred revenue 3,384 Deferred tax liability, net 716 Total liabilities assumed $ 5,036 Goodwill 30,551 Total purchase consideration $ 44,625 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, none of which is expected to be deductible for tax purposes. The goodwill generated from these transactions is attributable to the expected synergies to be achieved upon consummation of the business combinations and the assembled workforce values. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. Developed technology represents the estimated fair value of the acquired existing technology and is being amortized over its estimated remaining useful life of five years. Amortization of developed technology is included in subscription and support cost of revenue expenses in the accompanying consolidated statements of operations. Customer relationships represents the estimated fair value of the acquired customer bases and are amortized over the estimated remaining useful life of four years. The trade names acquired are amortized over the estimated remaining useful life of four years. Amortization of customer relationships and trade names are included in sales and marketing expenses in the accompanying consolidated statements of operations. The net deferred tax liability from these acquisitions provided a source of additional income to support the realizability of our pre-existing deferred tax assets and as a result, we released a portion of our valuation allowance. This resulted in a provisional income tax benefit of $4,907,000 and an increase to goodwill of the same amount. The unaudited pro forma financial information in the table below summarizes the combined results of operations for Instructure, MasteryConnect and Portfolium as if the companies were combined as of January 1, 2018. The unaudited pro forma financial information as presented below is for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combinations occurred as of the date indicated or what the results would be for any future periods. Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 (in thousands) Pro forma revenue $ 68,335 $ 59,231 $ 192,762 $ 162,929 Pro forma net loss (1) (20,923 ) (14,173 ) (65,514 ) (45,448 ) Pro forma net loss per common share, basic and diluted $ (0.56 ) $ (0.41 ) $ (1.79 ) $ (1.34 ) (1) Pro forma net loss excludes the deferred income tax benefit |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment consisted of the following (in thousands): September 30, December 31, 2019 2018 Computer and office equipment $ 7,598 $ 6,204 Purchased software 1,071 1,071 Capitalized software development costs 27,643 22,181 Furniture and fixtures 5,105 4,688 Leasehold improvements and other 17,403 15,632 Total property and equipment 58,820 49,776 Less accumulated depreciation and amortization (29,927 ) (22,388 ) Total $ 28,893 $ 27,388 Accumulated amortization for capitalized software development costs was $13,428,000 and $9,035,000 at September 30, 2019 and December 31, 2018, respectively. Amortization expense for capitalized software development costs was $1,666,000 and $1,217,000 for the three months ended September 30, 2019 and 2018, respectively, and $4,393,000 and $3,205,000 for the nine months ended September 30, 2019 and 2018, respectively |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Goodwill was $69,952,000 and $12,354,000 as of September 30, 2019 and December 31, 2018, respectively. Intangible assets consisted of the following (in thousands): Average September 30, December 31, Useful Life 2019 2018 Domain names 0 Months $ 1,268 $ 1,268 Trademarks 0 Months 120 120 Software 5 Months 620 620 Capitalized learning content 25 Months 400 400 Trade names 32 Months 3,686 320 Developed technology 44 Months 24,527 5,320 Customer relationships 32 Months 15,923 2,910 Accumulated amortization (11,399 ) (4,696 ) Total $ 35,145 $ 6,262 Amortization expense for intangible assets was $2,855,000 and $673,000 for the three months ended September 30, 2019 and 2018, respectively, and $6,703,000 and $2,112,000 for the nine months ended September 30, 2019 and 2018, respectively Based on the recorded intangible assets at September 30, 2019, estimated amortization expense is expected to be as follows (in thousands): Amortization Years Ending December 31, Expense Remainder of 2019 $ 2,632 2020 10,322 2021 9,186 2022 7,936 2023 4,446 Thereafter 623 Total $ 35,145 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 6. Revenue Disaggregation of Revenue Revenue by geographic region, based on the physical location of the customer, is (in thousands): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 United States $ 55,245 $ 44,790 $ 151,346 $ 124,586 Foreign 13,090 10,449 37,932 28,707 Total revenue $ 68,335 $ 55,239 $ 189,278 $ 153,293 Percentage of revenue generated outside of the United States 19 % 19 % 20 % 19 % Deferred Revenue and Performance Obligations During the three months ended September 30, 2019, 75% to 85% of revenue recognized was included in our deferred revenue balance at the beginning of the period. During the nine months ended September 30, 2019, 55% to 65% of revenue recognized was included in our deferred revenue balance at the beginning of the period. Transaction Price Allocated to the Remaining Performance Obligations As of September 30, 2019, approximately $519 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 73% of these remaining performance obligations over the next 24 months, with the balance recognized thereafter. |
Deferred Commissions
Deferred Commissions | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs [Abstract] | |
Deferred Commissions | 7. Deferred Commissions Deferred commissions primarily consist of sales commissions, as well as related payroll taxes, that are capitalized as incremental contract origination costs and were $27,450,000 and $19,630,000 as of September 30, 2019 and December 31, 2018, respectively. For the three months ended September 30, 2019 and 2018, amortization expense for deferred commissions was $3,531,000 and $2,787,000, respectively, and there were no impairments of deferred commissions. For the nine months ended September 30, 2019 and 2018, amortization expense for deferred commissions was $9,083,000 and $7,331,000, respectively, and there were no impairments of deferred commissions |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | 8. Marketable Securities Our investment policy is consistent with the definition of available-for-sale securities. We do not buy and hold securities principally for the purpose of selling them in the near future nor do we intend to hold securities to maturity. Rather, our policy is focused on the preservation of capital, liquidity and return. From time to time, we may sell certain securities but the objectives are generally not to generate profits on short-term differences in price. The following table summarizes, by major security type, our assets that are measured at fair value on a recurring basis (in thousands): September 30, 2019 Amortized Gross Unrealized Gross Unrealized Estimated Fair Cost Gains Losses Value Corporate debt securities $ 4,996 $ 10 $ — $ 5,006 Government treasury bills — — — — $ 4,996 $ 10 $ — $ 5,006 December 31, 2018 Amortized Gross Unrealized Gross Unrealized Estimated Fair Cost Gains Losses Value Corporate debt securities $ 31,977 $ 3 $ (7 ) $ 31,973 Government treasury bills 26,662 — (5 ) 26,657 $ 58,639 $ 3 $ (12 ) $ 58,630 There were $3,000 of gross realized gains from the sale or maturity of marketable securities during the nine months ended September 30, 2019 and $0 for the year ended December 31, 2018, respectively. During the nine months ended September 30, 2019, we recognized gross interest income on securities of $377,000. Interest income was supplemented by accretion income of $453,000 during the nine months ended September 30, 2019, and reported within interest income in the consolidated statements of operations. During the nine months ended September 30, 2018, we recognized gross interest income on securities of $499,000. Interest income was inclusive of accretion income of $432,000 and offset by amortization expense on securities of $36,000 during the nine months ended September 30, 2018, and reported net within interest income in the consolidated statements of operations. The estimated fair value of investments by contractual maturity is as follows (in thousands): September 30, December 31, 2019 2018 Due within one year $ 5,006 $ 58,630 Total $ 5,006 $ 58,630 |
Stockholders' Equity and Stock-
Stockholders' Equity and Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stockholders' Equity and Stock-Based Compensation | 9. Stockholders’ Equity and Stock-Based Compensation Common Stock As of September 30, 2019 and December 31, 2018, there were 200,000,000 shares of common stock authorized. As of September 30, 2019 and December 31, 2018, there were 37,558,984 and 35,385,810 shares issued and outstanding, respectively. Each share of common stock has the right to one vote on all matters submitted to a vote of stockholders. The holders of common stock are also entitled to receive dividends whenever funds are legally available and if declared by the board of directors, subject to prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid on the common stock through September 30, 2019. Employee Equity Plans Our 2015 Equity Incentive Plan (the “2015 Plan”) serves as the successor to our 2010 Equity Incentive Plan (the “2010 Plan”). Accordingly, no shares are available for issuance under the 2010 Plan; however, any outstanding options granted under the 2010 Plan will remain outstanding and subject to the terms of that plan until exercised, terminated or expired by their terms. As of September 30, 2019, options to purchase 526,683 shares of common stock remained outstanding under the 2010 Plan. Pursuant to the terms of the 2015 Plan, the share reserve automatically increased by 1,592,361 shares in January 2019. As of September 30, 2019, we had 2,042,597 shares of common stock available for future grants under the 2015 Plan. As part of our acquisition of Practice XYZ, Inc. (“Practice”) we assumed Practice’s 2014 Equity Incentive Plan (the “Practice 2014 Plan”). No shares are available for issuance under the Practice 2014 Plan; however, any outstanding options granted under the 2014 Plan will remain outstanding and subject to the terms of that plan until exercised, terminated or expired by their terms. As of September 30, 2019, options to purchase 503 shares of common stock remained outstanding under the Practice 2014 Plan. Additionally, as part of our acquisition of Portfolium, we assumed Portfolium’s 2014 Equity Incentive Plan (the “Portfolium 2014 Plan”). No shares are available for issuance under the Portfolium 2014 Plan; however, any outstanding options granted under the Portfolium 2014 Plan will remain outstanding and subject to the terms of that plan until exercised, terminated or expired by their terms. As of September 30, 2019, options to purchase 33,002 shares of common stock remained outstanding under the Portfolium 2014 Plan. We also have a 2015 Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. Our board of directors approves the ESPP offerings. The offerings need not be identical, but each offering may not exceed 27 months and may specify one or more shorter purchase periods within the offering. During January 2019, our board of directors approved the 2019 Incentive Bonus Plan (the “2019 Bonus Plan”). Under the 2019 Bonus Plan, performance-based bonuses could be earned by certain employees, excluding executive officers, based on actual performance as measured against selected financial performance criteria and individual performance. The bonuses were intended to be paid in the form of RSUs and the number of shares underlying equity awards granted to each employee would have been determined based on the performance bonus amount divided by our closing stock price on grant date. During the three months ended September 30, 2019, our performance bonus structure changed for these employees to no longer be paid in the form of RSUs and will be paid in cash going forward. As a result of these changes, there is no stock-based compensation expense recorded in connection with the 2019 Bonus Plan as of September 30, 2019. Additionally, we had no unrecognized stock-based compensation costs related to the 2019 Bonus Plan as of September 30, 2019. Stock-based compensation expense recorded in the Company’s unaudited consolidated statements of operations was as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Subscription and support cost of revenue $ 406 $ 336 $ 1,346 $ 872 Professional services and other cost of revenue 488 267 1,664 706 Sales and marketing 3,774 1,385 11,772 4,404 Research and development 4,974 2,026 14,917 5,953 General and administrative 4,452 1,669 13,699 4,167 Total stock-based compensation $ 14,094 $ 5,683 $ 43,398 $ 16,102 Stock Options The following table summarizes s tock option activity for the nine months ended September 30, 2019 (in thousands, except per share data and years): Weighted- Weighted- Average Shares Average Remaining Aggregate Underlying Exercise Life Intrinsic Options Price (in years) Value Outstanding at December 31, 2018 1,303 $ 14.09 6.5 $ 30,552 Granted 41 3.54 Exercised (436 ) 9.04 Forfeited or cancelled (42 ) 21.45 Outstanding at September 30, 2019 866 15.73 6.1 20,329 Vested and expected to vest—September 30, 2019 866 15.73 6.1 20,329 Exercisable at September 30, 2019 681 12.08 5.6 18,286 As of September 30, 2019, we had $3,090,000 of unrecognized stock-based compensation costs related to non-vested options that are expected to be recognized over a weighted average period of 2.3 years. As of September 30, 2019, we had $351,000 of unrecognized stock-based compensation expense related to our ESPP that is expected to be recognized over the term of the offering period ending November 30, 2019. Restricted Stock Units The following table summarizes the activity of RSUs for the nine months ended September 30, 2019 (in thousands, except per share data): RSUs Outstanding Weighted- Average Grant Date Fair Shares Value Unvested and outstanding at December 31, 2018 1,690 $ 32.87 Granted 2,412 42.56 Vested (1,026 ) 36.63 Cancelled (329 ) 36.31 Unvested and outstanding at September 30, 2019 2,747 39.58 As of September 30, 2019, we had $98,961,000 of unrecognized stock-based compensation costs related to outstanding RSUs that are expected to be recognized over a weighted average period of 3.0 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Utilization of the net operating loss carryforwards and credits may be subject to substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. We file tax returns in the United States, the United Kingdom, Australia, the Netherlands, Hong Kong, Sweden, Brazil, Mexico, Hungary and various state jurisdictions. All of our tax years remain open to examination by major taxing jurisdictions to which we are subject, as carryforward attributes generated in past years may still be adjusted upon examination by the Internal Revenue Service or state and foreign tax authorities if they have or will be used in future periods. We believe that we have provided adequate reserves for our income tax uncertainties in all open tax years. We do not expect our gross unrecognized tax benefits to change significantly in the next 12 months. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 11. Fair Value of Financial Instruments The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. There were no transfers between Level 1 and Level 2 of the fair value measurement hierarchy during the nine months ended September 30, 2019 and the year ended December 31, 2018. Assets measured at fair value on a recurring basis as of September 30, 2019, were as follows (in thousands): September 30, 2019 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 13,951 $ — $ — $ 13,951 Corporate debt securities — 5,006 — 5,006 Government treasury bills — — — — Total assets $ 13,951 $ 5,006 $ — $ 18,957 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2018, were as follows (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 32,458 $ — $ — $ 32,458 Corporate debt securities — 31,973 — 31,973 U.S. Treasury bills 26,657 — — 26,657 Total assets $ 59,115 $ 31,973 $ — $ 91,088 Liabilities: Contingent liability — — 20 20 Total liabilities $ — $ — $ 20 $ 20 The carrying amount of our cash, receivables and payables approximates fair value because of the short-term nature of these items. The following table sets forth a summary of the change in fair value adjustments for liabilities that are required to be marked-to-market. The change in fair value of the contingent liability was recognized in general and administrative expense in the consolidated statements of operations. The following balance Change in Fair Value Adjustments Balance at January 1, 2019 $ 20 Change in fair value of contingent liability (20 ) Balance at September 30, 2019 $ — Fair value is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or liability. The hierarchy level assigned to each security in our marketable securities portfolio and cash equivalents is based on our assessment of the transparency and reliability of the inputs used in the valuation of such instrument at the measurement date. The fair value of cash equivalents included in the Level 1 category is based on quoted prices that are readily and regularly available in an active market. The fair value of the marketable securities included in the Level 2 category is based on observable inputs, such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. These values were obtained from an independent pricing service and were evaluated using pricing models that vary by asset class and may incorporate available trade, bid and other market information and price quotes from well-established independent pricing vendors and broker-dealers. See Note 8 —Marketable Securities for further information regarding the fair value of our investments. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | 12. Leases The Company leases office space under non-cancelable operating leases with lease terms ranging from one to ten years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional three to five years. These optional periods have not been considered in the determination of the right-of-use assets or lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options. The Company subleases one of its locations. The sublease term has 15 months remaining and will expire in 2020. This sublease has no option for renewal. The Company performed evaluations of its contracts and determined that each of its identified leases are operating leases. The components of operating lease expense were as follows: Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 (in thousands) Operating lease cost, gross $ 2,139 $ 1,780 $ 6,311 $ 5,525 Variable lease cost, gross (1) 806 — 2,135 — Sublease income (145 ) — (290 ) — Total lease costs (2) $ 2,800 $ 1,780 $ 8,156 $ 5,525 (1) Variable rent expense was not included within the measurement of the Company's operating right-of-use assets and lease liabilities. Variable rent expense is comprised primarily of the Company's proportionate share of operating expenses, property taxes and insurance and is classified as lease expense due to the Company's election to not separate lease and non-lease components. (2) Short-term lease costs for the three and nine months ended September 30, 2019 were not significant and are not included in the table above. Cash paid for amounts included in the measurement of operating lease liabilities for the nine months ended September 30, 2019 was $6,816,000 and was included in net cash provided by operating activities in the consolidated statements of cash flows. Right-of-use assets obtained in exchange for lease obligations for the nine months ended September 30, 2019 was $6,068,000. As of September 30, 2019, the maturities of the Company's operating lease liabilities were as follows (in thousands): 2019 (excluding the nine months ended September 30, 2019) $ 2,395 2020 9,507 2021 8,925 2022 9,318 2023 8,769 Thereafter 23,620 Total lease payments 62,534 Less: Imputed interest (13,525 ) Lease liabilities 49,009 Tenant improvement reimbursements included in the measurement of lease liabilities but not yet received (1,113 ) Lease liabilities, net 47,896 As of September 30, 2019 , the weighted average remaining lease term is 6.8 years and the weighted average discount rate used to determine operating lease liabilities was %. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Litigation We are involved in legal proceedings from time to time arising in the normal course of business. Management believes that the outcome of these proceedings will not have a material impact on our financial position, results of operations or liquidity. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions On May 27, 2019, we hired Jennifer Goldsmith as our Chief Strategy Officer. Ms. Goldsmith is the sibling of Dan Goldsmith, our Chief Executive Officer. Ms. Goldsmith's initial cash base salary is $260,000 per year. Ms. Goldsmith also received a short-term salary grant of RSUs with a value of $65,000 and a long-term grant of RSUs with a value of $3,585,000. Pursuant to our policies and procedures with respect to related party transactions, the Audit Committee of our Board of Directors approved this related party transaction on April 24, 2019. |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Organization | Instructure provides innovative applications for learning, assessment and talent management. We enable organizations worldwide to develop, deliver, manage and track engaging academic and employee development programs. We offer our platform through a Software-as-a-Service, or SaaS, business model. We were incorporated in the State of Delaware in September 2008 |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applicable to interim periods, under the rules and regulations of the United States Securities and Exchange Commission (“SEC”). In the opinion of management, we have prepared the accompanying unaudited financial statements on a basis substantially consistent with the audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2018, and these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2019. The year-end balance sheet data was derived from audited financial statements, but this Form 10-Q does not include all disclosures required under GAAP. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted under the rules and regulations of the SEC. These interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2019. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Such estimates, which we evaluate on an on-going basis, include allowances for doubtful accounts, useful lives for property and equipment and intangible assets, valuation of marketable securities, valuation allowances for net deferred income tax assets, valuation of stock-based compensation and common stock, the standalone selling price (“SSP”) of performance obligations, the determination of the period of benefit for deferred commissions |
Segment Information | Segment Information We operate in a single operating segment, cloud-based learning management systems. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision makers, or CODMs, which are our Chief Executive Officer and Chief Financial Officer, in deciding how to allocate resources and assess performance. Our CODMs evaluate our financial information and resources and assess the performance of these resources on a consolidated basis. Since we operate in one operating segment, all required financial segment information can be found in the consolidated financial statements. |
Summary of Significant Accounting Policies | S ummary of Significant Accounting Policies Except for the accounting policies for leases that were updated as a result of adopting ASU No. 2016-02, Leases (“Topic 842”) described below, there have been no changes to our significant accounting policies described in the Annual Report on Form 10-K as of and for the year ended December 31, 2018, filed with the SEC on February 20, 2019, that have had a material impact in our condensed consolidated financial statements and related notes. |
Revenue Recognition | Revenue Recognition We generate revenue primarily from two main sources: (1) subscription and support revenue, which is comprised of SaaS fees from customers accessing our learning, assessment and talent management systems and from customers purchasing additional support beyond the standard support that is included in the basic SaaS fees; and (2) related professional services revenue, which is comprised of training, implementation services and other types of professional services. Revenue is recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. We determined revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation The following describes the nature of our primary types of revenue and the revenue recognition policies and significant payment terms as they pertain to the types of transactions we enter into with our customers. Subscription and Support Subscription and support revenue is derived from fees from customers to access our learning, assessment and talent management systems and support beyond the standard support that is included with all subscriptions. The terms of our subscriptions do not provide customers the right to take possession of the software. Subscription and support r evenue is generally recognized on a ratable basis over the contract term. Professional Services and Other Professional services revenue is derived from implementation Contracts with Multiple Performance Obligations Many of our contracts with customers contain multiple performance obligations. We account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our overall pricing objectives by reviewing our SSP is analyzed on a periodic basis to identify if we have experienced significant changes in our selling prices. Accounts Receivable Accounts receivable, net is comprised of trade receivables that are recorded at the invoice amount, net of an allowance for doubtful accounts, and other receivables, which represents unbilled receivables related to subscription and professional services contracts. Unbilled receivable balances as of September 30, 2019 and December 31, 2018 were $3,263,000 and $6,032,000, respectively. Standard payment terms to customers range from 30 to 90 days; however, payment terms and conditions in our customer contracts may vary. In some cases, customers prepay for products and services in advance of our delivery of the related products or services; in other cases, payment is due as services are performed or in arrears following the delivery of the related products or services. The unbilled receivable primarily relates to revenue recognized when transferred services are more than amounts billable to customers. Deferred Commissions Sales commissions earned by our sales force, as well as related payroll taxes, are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized on a straight-line basis over a period of benefit that we have generally determined to be four years. We determined the period of benefit by taking into consideration our customer contracts, our technology and other factors. Amortization of deferred commissions is included in sales and marketing expenses in the accompanying consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted accounting pronouncements In February 2016, the FASB issued Topic 842, which establishes a comprehensive new lease accounting model. Under the new guidance, at the commencement date, lessees are required to recognize a lease liability with a corresponding right-of-use (“ROU”) asset. On January 1, 2019, the Company adopted Topic 842 using the modified retrospective approach with the effective date as of the date of initial application. Consequently, results for the three and nine months ended September 30, 2019 are presented under Topic 842. No prior period amounts were adjusted and continue to be reported in accordance with previous lease guidance, ASC Topic 840, Leases. The Company elected to apply the package of practical expedients to not reassess under the new standard prior conclusions about lease identification, lease classification, and initial direct costs in relation to its leases in effect as of January 1, 2019. The Company also elected the practical expedient allowing the use of hindsight in determining the lease term and assessing impairment of right-of-use assets based on all facts and circumstances through the effective date of the new standard. Adoption of the new standard resulted in recording operating lease right-of-use assets and operating lease liabilities of approximately $34,726,000 and $46,205,000, respectively, in our consolidated balance sheets as of January 1, 2019. Adoption of the standard did not have an impact on the Company’s beginning accumulated deficit, results from operations or cash flows. Effective January 1, 2019, the Company adopted ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of current stock compensation recognition standards to include share-based payment transactions for acquiring goods and services from nonemployees. The adoption of this guidance did not have a significant impact in our condensed consolidated financial statements and related notes. Effective January 1, 2019, the Company early adopted ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”) using a prospective approach. This guidance aligns the accounting for implementation costs related to a hosting arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. in our condensed consolidated financial statements and related notes. Issued accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses, a new standard to replace 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. The new standard will require the use of a forward-looking expected credit loss model for accounts receivables, loans and other financial instruments. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The standard will be effective for us beginning January 1, 2020. We are currently evaluating the effect that the updated standard will have in our consolidated financial statements and related disclosures. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of the Denominator Used in the Calculation of Basic and Diluted Loss Per Share | A reconciliation of the denominator used in the calculation of basic and diluted loss per share is as follows (in thousands, except per share amounts): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Numerator: Net loss $ (20,923 ) $ (11,472 ) $ (57,814 ) $ (35,878 ) Denominator: Total weighted average common shares outstanding—basic 37,250 34,895 36,585 33,934 Dilutive effect of share equivalents resulting from stock options and restricted stock units — — — — Weighted average common shares outstanding-diluted 37,250 34,895 36,585 33,934 Net loss per common share, basic and diluted $ (0.56 ) $ (0.33 ) $ (1.58 ) $ (1.06 ) |
Summary of Shares Excluded from Calculation of Diluted Loss Per Share with a Potential Dilutive Impact | The following table contains share totals with a potentially dilutive impact (in thousands): As of September 30, 2019 2018 Options to purchase common stock 866 1,378 Restricted stock units 2,747 1,611 Employee stock purchase plan 70 76 Total 3,683 3,065 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Summary of Combined Results of Operations for Instructure, MasteryConnect and Portfolium | The unaudited pro forma financial information in the table below summarizes the combined results of operations for Instructure, MasteryConnect and Portfolium as if the companies were combined as of January 1, 2018. The unaudited pro forma financial information as presented below is for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combinations occurred as of the date indicated or what the results would be for any future periods. Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 (in thousands) Pro forma revenue $ 68,335 $ 59,231 $ 192,762 $ 162,929 Pro forma net loss (1) (20,923 ) (14,173 ) (65,514 ) (45,448 ) Pro forma net loss per common share, basic and diluted $ (0.56 ) $ (0.41 ) $ (1.79 ) $ (1.34 ) (1) Pro forma net loss excludes the deferred income tax benefit |
Portfolium | |
Summary of Estimated Fair Values of Consideration transferred, Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the consideration transferred, assets acquired and liabilities assumed as of the date of the Portfolium acquisition (in thousands): Consideration transferred Cash paid (2) $ 25,552 Common stock 17,133 Fair value of assumed Portfolium awards attributable to pre-combination services 715 Total purchase consideration $ 43,400 Identifiable assets acquired Cash $ 604 Accounts receivable 273 Other assets 31 Intangible assets: developed technology 10,016 Intangible assets: customer relationships 8,560 Intangible assets: trade name 2,710 Total assets acquired $ 22,194 Liabilities assumed Accounts payable and accrued liabilities $ 115 Deferred revenue 1,535 Deferred tax liability, net (1) 4,191 Total liabilities assumed $ 5,841 Goodwill (1) (2) 27,047 Total purchase consideration $ 43,400 (1) During the second quarter of 2019, an adjustment of $1,199,000 was made to the provisional deferred tax liability. The deferred tax liability balance will remain provisional until the Portfolium tax return is filed. ( 2 ) During the third quarter of 2019, we recorded |
MasteryConnect | |
Summary of Estimated Fair Values of Consideration transferred, Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the consideration transferred, assets acquired and liabilities assumed as of the date of the MasteryConnect acquisition (in thousands): Consideration transferred Cash paid $ 32,462 Common stock 12,163 Total purchase consideration $ 44,625 Identifiable assets acquired Cash $ 2,396 Accounts receivable 495 Other assets 1,919 Intangible assets: developed technology 9,191 Intangible assets: customer relationships 4,453 Intangible assets: trade name 656 Total assets acquired $ 19,110 Liabilities assumed Accounts payable and accrued liabilities $ 936 Deferred revenue 3,384 Deferred tax liability, net 716 Total liabilities assumed $ 5,036 Goodwill 30,551 Total purchase consideration $ 44,625 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): September 30, December 31, 2019 2018 Computer and office equipment $ 7,598 $ 6,204 Purchased software 1,071 1,071 Capitalized software development costs 27,643 22,181 Furniture and fixtures 5,105 4,688 Leasehold improvements and other 17,403 15,632 Total property and equipment 58,820 49,776 Less accumulated depreciation and amortization (29,927 ) (22,388 ) Total $ 28,893 $ 27,388 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Intangible assets consisted of the following (in thousands): Average September 30, December 31, Useful Life 2019 2018 Domain names 0 Months $ 1,268 $ 1,268 Trademarks 0 Months 120 120 Software 5 Months 620 620 Capitalized learning content 25 Months 400 400 Trade names 32 Months 3,686 320 Developed technology 44 Months 24,527 5,320 Customer relationships 32 Months 15,923 2,910 Accumulated amortization (11,399 ) (4,696 ) Total $ 35,145 $ 6,262 |
Estimated Amortization Expense | Based on the recorded intangible assets at September 30, 2019, estimated amortization expense is expected to be as follows (in thousands): Amortization Years Ending December 31, Expense Remainder of 2019 $ 2,632 2020 10,322 2021 9,186 2022 7,936 2023 4,446 Thereafter 623 Total $ 35,145 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Geographic Region | Revenue by geographic region, based on the physical location of the customer, is (in thousands): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 United States $ 55,245 $ 44,790 $ 151,346 $ 124,586 Foreign 13,090 10,449 37,932 28,707 Total revenue $ 68,335 $ 55,239 $ 189,278 $ 153,293 Percentage of revenue generated outside of the United States 19 % 19 % 20 % 19 % |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Major Security Type Assets Measured at Fair Value on Recurring Basis | The following table summarizes, by major security type, our assets that are measured at fair value on a recurring basis (in thousands): September 30, 2019 Amortized Gross Unrealized Gross Unrealized Estimated Fair Cost Gains Losses Value Corporate debt securities $ 4,996 $ 10 $ — $ 5,006 Government treasury bills — — — — $ 4,996 $ 10 $ — $ 5,006 December 31, 2018 Amortized Gross Unrealized Gross Unrealized Estimated Fair Cost Gains Losses Value Corporate debt securities $ 31,977 $ 3 $ (7 ) $ 31,973 Government treasury bills 26,662 — (5 ) 26,657 $ 58,639 $ 3 $ (12 ) $ 58,630 |
Schedule of Estimated Fair Value of Investments by Contractual Maturity | The estimated fair value of investments by contractual maturity is as follows (in thousands): September 30, December 31, 2019 2018 Due within one year $ 5,006 $ 58,630 Total $ 5,006 $ 58,630 |
Stockholders' Equity and Stoc_2
Stockholders' Equity and Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock-Based Compensation Expense Recorded in Unaudited Consolidated Statement of Operations | Stock-based compensation expense recorded in the Company’s unaudited consolidated statements of operations was as follows (in thousands) Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Subscription and support cost of revenue $ 406 $ 336 $ 1,346 $ 872 Professional services and other cost of revenue 488 267 1,664 706 Sales and marketing 3,774 1,385 11,772 4,404 Research and development 4,974 2,026 14,917 5,953 General and administrative 4,452 1,669 13,699 4,167 Total stock-based compensation $ 14,094 $ 5,683 $ 43,398 $ 16,102 |
Summary of Stock Option Activity | The following table summarizes s tock option activity for the nine months ended September 30, 2019 (in thousands, except per share data and years): Weighted- Weighted- Average Shares Average Remaining Aggregate Underlying Exercise Life Intrinsic Options Price (in years) Value Outstanding at December 31, 2018 1,303 $ 14.09 6.5 $ 30,552 Granted 41 3.54 Exercised (436 ) 9.04 Forfeited or cancelled (42 ) 21.45 Outstanding at September 30, 2019 866 15.73 6.1 20,329 Vested and expected to vest—September 30, 2019 866 15.73 6.1 20,329 Exercisable at September 30, 2019 681 12.08 5.6 18,286 |
Summary of RSUs Activity | The following table summarizes the activity of RSUs for the nine months ended September 30, 2019 (in thousands, except per share data): RSUs Outstanding Weighted- Average Grant Date Fair Shares Value Unvested and outstanding at December 31, 2018 1,690 $ 32.87 Granted 2,412 42.56 Vested (1,026 ) 36.63 Cancelled (329 ) 36.31 Unvested and outstanding at September 30, 2019 2,747 39.58 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | There were no transfers between Level 1 and Level 2 of the fair value measurement hierarchy during the nine months ended September 30, 2019 and the year ended December 31, 2018. Assets measured at fair value on a recurring basis as of September 30, 2019, were as follows (in thousands): September 30, 2019 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 13,951 $ — $ — $ 13,951 Corporate debt securities — 5,006 — 5,006 Government treasury bills — — — — Total assets $ 13,951 $ 5,006 $ — $ 18,957 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2018, were as follows (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 32,458 $ — $ — $ 32,458 Corporate debt securities — 31,973 — 31,973 U.S. Treasury bills 26,657 — — 26,657 Total assets $ 59,115 $ 31,973 $ — $ 91,088 Liabilities: Contingent liability — — 20 20 Total liabilities $ — $ — $ 20 $ 20 |
Summary of Changes in Fair Value Adjustments for Liabilities | The following table sets forth a summary of the change in fair value adjustments for liabilities that are required to be marked-to-market. The change in fair value of the contingent liability was recognized in general and administrative expense in the consolidated statements of operations. The following balance Change in Fair Value Adjustments Balance at January 1, 2019 $ 20 Change in fair value of contingent liability (20 ) Balance at September 30, 2019 $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Components of Operating Lease Expense | The Company performed evaluations of its contracts and determined that each of its identified leases are operating leases. The components of operating lease expense were as follows: Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 (in thousands) Operating lease cost, gross $ 2,139 $ 1,780 $ 6,311 $ 5,525 Variable lease cost, gross (1) 806 — 2,135 — Sublease income (145 ) — (290 ) — Total lease costs (2) $ 2,800 $ 1,780 $ 8,156 $ 5,525 (1) Variable rent expense was not included within the measurement of the Company's operating right-of-use assets and lease liabilities. Variable rent expense is comprised primarily of the Company's proportionate share of operating expenses, property taxes and insurance and is classified as lease expense due to the Company's election to not separate lease and non-lease components. (2) Short-term lease costs for the three and nine months ended September 30, 2019 were not significant and are not included in the table above. |
Schedule of Maturities of Operating Lease Liabilities | As of September 30, 2019, the maturities of the Company's operating lease liabilities were as follows (in thousands): 2019 (excluding the nine months ended September 30, 2019) $ 2,395 2020 9,507 2021 8,925 2022 9,318 2023 8,769 Thereafter 23,620 Total lease payments 62,534 Less: Imputed interest (13,525 ) Lease liabilities 49,009 Tenant improvement reimbursements included in the measurement of lease liabilities but not yet received (1,113 ) Lease liabilities, net 47,896 |
Description of Business and B_3
Description of Business and Basis of Presentation - Additional Information (Details) | 9 Months Ended | ||
Sep. 30, 2019USD ($)Segment | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Entity incorporation date | 2008-09 | ||
Number of operating segment | Segment | 1 | ||
Unbilled receivable, balance | $ 3,263,000 | $ 6,032,000 | |
Standard payment terms to customers minimum range | 30 days | ||
Standard payment terms to customers maximum range | 90 days | ||
Deferred costs amortization period | 4 years | ||
Operating lease right-of-use assets | $ 37,120,000 | ||
Operating lease liabilities | $ 47,896,000 | ||
ASU No 2016-02 | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Operating lease right-of-use assets | $ 34,726,000 | ||
Operating lease liabilities | $ 46,205,000 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Reconciliation of the Denominator Used in the Calculation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator: | ||||
Net loss | $ (20,923) | $ (11,472) | $ (57,814) | $ (35,878) |
Denominator: | ||||
Total weighted average common shares outstanding—basic | 37,250 | 34,895 | 36,585 | 33,934 |
Weighted average common shares outstanding-diluted | 37,250 | 34,895 | 36,585 | 33,934 |
Net loss per common share, basic and diluted | $ (0.56) | $ (0.33) | $ (1.58) | $ (1.06) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Shares Excluded from Calculation of Diluted Loss Per Share with a Potential Dilutive Impact (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded from calculation of diluted loss per share with a potential dilutive impact | 3,683 | 3,065 |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded from calculation of diluted loss per share with a potential dilutive impact | 866 | 1,378 |
Employee Stock Purchase Plan | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded from calculation of diluted loss per share with a potential dilutive impact | 70 | 76 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded from calculation of diluted loss per share with a potential dilutive impact | 2,747 | 1,611 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | Apr. 05, 2019 | Feb. 21, 2019 | Sep. 30, 2019 |
Developed Technology | |||
Business Acquisition [Line Items] | |||
Finite lived intangible asset, estimated useful life | 44 months | ||
Customer Relationships | |||
Business Acquisition [Line Items] | |||
Finite lived intangible asset, estimated useful life | 32 months | ||
Trade Name | |||
Business Acquisition [Line Items] | |||
Finite lived intangible asset, estimated useful life | 32 months | ||
Portfolium | |||
Business Acquisition [Line Items] | |||
Business acquisition, acquisition date | Feb. 21, 2019 | ||
Provisional income tax benefit | $ (4,907,000) | ||
Increase to goodwill | $ (4,907,000) | ||
Portfolium | Developed Technology | |||
Business Acquisition [Line Items] | |||
Finite lived intangible asset, estimated useful life | 5 years | ||
Portfolium | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Finite lived intangible asset, estimated useful life | 4 years | ||
Portfolium | Trade Name | |||
Business Acquisition [Line Items] | |||
Finite lived intangible asset, estimated useful life | 4 years | ||
MasteryConnect | |||
Business Acquisition [Line Items] | |||
Business acquisition, acquisition date | Apr. 5, 2019 | ||
Provisional income tax benefit | $ (4,907,000) | ||
Increase to goodwill | $ (4,907,000) | ||
MasteryConnect | Developed Technology | |||
Business Acquisition [Line Items] | |||
Finite lived intangible asset, estimated useful life | 5 years | ||
MasteryConnect | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Finite lived intangible asset, estimated useful life | 4 years | ||
MasteryConnect | Trade Name | |||
Business Acquisition [Line Items] | |||
Finite lived intangible asset, estimated useful life | 4 years |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Fair Values of Consideration transferred, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Apr. 05, 2019 | Feb. 21, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Liabilities assumed | |||||
Goodwill | $ 69,952 | $ 12,354 | |||
Portfolium | |||||
Consideration transferred | |||||
Cash paid | [1] | $ 25,552 | |||
Common stock | 17,133 | ||||
Fair value of assumed Portfolium awards attributable to pre-combination services | 715 | ||||
Total purchase consideration | 43,400 | ||||
Identifiable assets acquired | |||||
Cash | 604 | ||||
Accounts receivable | 273 | ||||
Other assets | 31 | ||||
Total assets acquired | 22,194 | ||||
Liabilities assumed | |||||
Accounts payable and accrued liabilities | 115 | ||||
Deferred revenue | 1,535 | ||||
Deferred tax liability, net | [2] | 4,191 | |||
Total liabilities assumed | 5,841 | ||||
Goodwill | [1],[2] | 27,047 | |||
Total purchase consideration | (43,400) | ||||
Portfolium | Developed Technology | |||||
Identifiable assets acquired | |||||
Intangible assets | 10,016 | ||||
Portfolium | Customer Relationships | |||||
Identifiable assets acquired | |||||
Intangible assets | 8,560 | ||||
Portfolium | Trade Name | |||||
Identifiable assets acquired | |||||
Intangible assets | $ 2,710 | ||||
MasteryConnect | |||||
Consideration transferred | |||||
Cash paid | $ 32,462 | ||||
Common stock | 12,163 | ||||
Total purchase consideration | 44,625 | ||||
Identifiable assets acquired | |||||
Cash | 2,396 | ||||
Accounts receivable | 495 | ||||
Other assets | 1,919 | ||||
Total assets acquired | 19,110 | ||||
Liabilities assumed | |||||
Accounts payable and accrued liabilities | 936 | ||||
Deferred revenue | 3,384 | ||||
Deferred tax liability, net | 716 | ||||
Total liabilities assumed | 5,036 | ||||
Goodwill | 30,551 | ||||
Total purchase consideration | (44,625) | ||||
MasteryConnect | Developed Technology | |||||
Identifiable assets acquired | |||||
Intangible assets | 9,191 | ||||
MasteryConnect | Customer Relationships | |||||
Identifiable assets acquired | |||||
Intangible assets | 4,453 | ||||
MasteryConnect | Trade Name | |||||
Identifiable assets acquired | |||||
Intangible assets | $ 656 | ||||
[1] | During the third quarter of 2019, we recorded | ||||
[2] | During the second quarter of 2019, an adjustment of $1,199,000 was made to the provisional deferred tax liability. The deferred tax liability balance will remain provisional until the Portfolium tax return is filed. |
Acquisitions - Summary of Est_2
Acquisitions - Summary of Estimated Fair Values of Consideration transferred, Assets Acquired and Liabilities Assumed (Parenthetical) (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Jun. 30, 2019 | |
Business Acquisition [Line Items] | ||
Reduction to provisional cash consideration | $ 330,000 | |
Portfolium | ||
Business Acquisition [Line Items] | ||
Adjustment of provisional deferred tax liability | $ 1,199,000 |
Acquistions - Summary of Combin
Acquistions - Summary of Combined Results of Operations for Instructure, MasteryConnect and Portfolium (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Business Acquisition Pro Forma Information [Abstract] | |||||
Pro forma revenue | $ 68,335 | $ 59,231 | $ 192,762 | $ 162,929 | |
Pro forma net loss | [1] | $ (20,923) | $ (14,173) | $ (65,514) | $ (45,448) |
Pro forma net loss per common share, basic and diluted | $ (0.56) | $ (0.41) | $ (1.79) | $ (1.34) | |
[1] | Pro forma net loss excludes the deferred income tax benefit |
Acquistions - Summary of Comb_2
Acquistions - Summary of Combined Results of Operations for Instructure, MasteryConnect and Portfolium (Parenthetical) (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Business Acquisition Pro Forma Information [Abstract] | |
Pro forma net loss excludes deferred income tax benefit from business combination | $ 4,907,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 58,820 | $ 49,776 |
Less accumulated depreciation and amortization | (29,927) | (22,388) |
Total | 28,893 | 27,388 |
Computer and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 7,598 | 6,204 |
Purchased Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,071 | 1,071 |
Capitalized Software Development Costs | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 27,643 | 22,181 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 5,105 | 4,688 |
Leasehold Improvements and Other | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 17,403 | $ 15,632 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |||||
Accumulated amortization for capitalized software development costs | $ 13,428,000 | $ 13,428,000 | $ 9,035,000 | ||
Amortization expense for capitalized software development costs | $ 1,666,000 | $ 1,217,000 | $ 4,393,000 | $ 3,205,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 69,952 | $ 69,952 | $ 12,354 | ||
Amortization of intangible assets | $ 2,855 | $ 673 | $ 6,703 | $ 2,112 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Finite Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (11,399) | $ (4,696) |
Total | 35,145 | 6,262 |
Domain Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,268 | 1,268 |
Intangible assets, Average Remaining Useful Life | 0 months | |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 120 | 120 |
Intangible assets, Average Remaining Useful Life | 0 months | |
Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 620 | 620 |
Intangible assets, Average Remaining Useful Life | 5 months | |
Capitalized Learning Content | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 400 | 400 |
Intangible assets, Average Remaining Useful Life | 25 months | |
Trade names | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 3,686 | 320 |
Intangible assets, Average Remaining Useful Life | 32 months | |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 24,527 | 5,320 |
Intangible assets, Average Remaining Useful Life | 44 months | |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 15,923 | $ 2,910 |
Intangible assets, Average Remaining Useful Life | 32 months |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets Net [Abstract] | ||
Remainder of 2019 | $ 2,632 | |
2020 | 10,322 | |
2021 | 9,186 | |
2022 | 7,936 | |
2023 | 4,446 | |
Thereafter | 623 | |
Total | $ 35,145 | $ 6,262 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 68,335 | $ 55,239 | $ 189,278 | $ 153,293 |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 55,245 | 44,790 | 151,346 | 124,586 |
Foreign | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 13,090 | $ 10,449 | $ 37,932 | $ 28,707 |
Sales Revenue | Customer Concentration Risk | Foreign | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue generated outside of the United States | 19.00% | 19.00% | 20.00% | 19.00% |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Disaggregation Of Revenue [Line Items] | ||
Revenue, remaining performance obligation expected to be recognized | $ 519 | $ 519 |
Minimum | ||
Disaggregation Of Revenue [Line Items] | ||
Percentage of revenue recognized included in deferred revenue | 75.00% | 55.00% |
Maximum | ||
Disaggregation Of Revenue [Line Items] | ||
Percentage of revenue recognized included in deferred revenue | 85.00% | 65.00% |
Revenue - Additional Informat_2
Revenue - Additional Information (Details1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-10-01 | Sep. 30, 2019 |
Disaggregation Of Revenue [Line Items] | |
Revenue, Remaining performance obligation period | 24 months |
Revenue, Remaining performance obligation, percentage | 73.00% |
Deferred Commissions - Addition
Deferred Commissions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Deferred Costs [Abstract] | |||||
Deferred commissions | $ 27,450,000 | $ 27,450,000 | $ 19,630,000 | ||
Amortization expense for deferred commissions | 3,531,000 | $ 2,787,000 | 9,083,000 | $ 7,331,000 | |
Deferred commissions impairment charges | $ 0 | $ 0 | $ 0 | $ 0 |
Marketable Securities - Summary
Marketable Securities - Summary of Major Security Type Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 4,996 | $ 58,639 |
Gross Unrealized Gains | 10 | 3 |
Gross Unrealized Losses | 0 | (12) |
Estimated Fair Value | 5,006 | 58,630 |
Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 4,996 | 31,977 |
Gross Unrealized Gains | 10 | 3 |
Gross Unrealized Losses | 0 | (7) |
Estimated Fair Value | 5,006 | 31,973 |
Government Treasury Bills | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 0 | 26,662 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | (5) |
Estimated Fair Value | $ 0 | $ 26,657 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Investments Debt And Equity Securities [Abstract] | |||
Gross realized gains from sale or maturity of marketable securities | $ 3,000 | $ 0 | |
Gross interest income on securities | 377,000 | $ 499,000 | |
Accretion income on securities | $ 453,000 | 432,000 | |
Amortization expense on securities | $ 36,000 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Estimated Fair Value of Investments by Contractual Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Investments Debt And Equity Securities [Abstract] | ||
Due within one year | $ 5,006 | $ 58,630 |
Total | $ 5,006 | $ 58,630 |
Stockholders' Equity and Stoc_3
Stockholders' Equity and Stock-Based Compensation - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2019shares | Sep. 30, 2019USD ($)VotingRightshares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)VotingRightshares | Sep. 30, 2018USD ($) | Dec. 31, 2018shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||
Common stock, Issued | 37,558,984 | 37,558,984 | 35,385,810 | |||
Common stock, outstanding | 37,558,984 | 37,558,984 | 35,385,810 | |||
Dividends paid or declared | $ | $ 0 | |||||
Common stock voting rights | Each share of common stock has the right to one vote on all matters submitted to a vote of stockholders. | |||||
Number of common stock voting rights | VotingRight | 1 | 1 | ||||
Options outstanding | 866,000 | 866,000 | 1,303,000 | |||
Stock-based compensation expense | $ | $ 14,094,000 | $ 5,683,000 | $ 43,398,000 | $ 16,102,000 | ||
Unrecognized stock-based compensation costs related to non-vested awards | $ | 3,090,000 | $ 3,090,000 | ||||
Weighted-average period for unrecognized compensation cost expected to be recognized | 2 years 3 months 18 days | |||||
Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation costs | $ | $ 98,961,000 | $ 98,961,000 | ||||
Weighted-average period for unrecognized compensation cost expected to be recognized | 3 years | |||||
2010 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares available for future grants | 0 | 0 | ||||
Options outstanding | 526,683 | 526,683 | ||||
2015 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares available for future grants | 2,042,597 | 2,042,597 | ||||
Increase in share reserve under the plan | 1,592,361 | |||||
2014 Equity Incentive Plan | Practice XYZ, Inc. | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares available for future grants | 0 | 0 | ||||
Options outstanding | 503 | 503 | ||||
2014 Equity Incentive Plan | Portfolium ,Inc | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares available for future grants | 0 | 0 | ||||
Options outstanding | 33,002 | 33,002 | ||||
ESPP | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares available for future grants | 696,557 | 696,557 | ||||
Increase in share reserve under the plan | 333,333 | |||||
Initial offering expiration period | 27 months | |||||
Percentage of discount through payroll deductions to eligible employees to purchase common stock | 15.00% | |||||
Unrecognized stock-based compensation costs | $ | $ 351,000 | $ 351,000 | ||||
Weighted average date for unrecognized compensation cost to expected to be recognized | Nov. 30, 2019 | |||||
2019 Bonus Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ | $ 0 | |||||
Unrecognized stock-based compensation costs | $ | $ 0 | $ 0 |
Stockholders' Equity and Stoc_4
Stockholders' Equity and Stock-Based Compensation - Summary of Stock-Based Compensation Expense Recorded in Unaudited Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 14,094 | $ 5,683 | $ 43,398 | $ 16,102 |
Subscription and Support Cost of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 406 | 336 | 1,346 | 872 |
Professional Services and Other Cost of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 488 | 267 | 1,664 | 706 |
Sales and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 3,774 | 1,385 | 11,772 | 4,404 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 4,974 | 2,026 | 14,917 | 5,953 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 4,452 | $ 1,669 | $ 13,699 | $ 4,167 |
Stockholders' Equity and Stoc_5
Stockholders' Equity and Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Shares Underlying Options, Outstanding, Beginning Balance | shares | 1,303 | |
Shares Underlying Options, Granted | shares | 41 | |
Shares Underlying Options, Exercised | shares | (436) | |
Shares Underlying Options, Forfeited or Cancelled | shares | (42) | |
Shares Underlying Options, Outstanding, Ending Balance | shares | 866 | 1,303 |
Shares Underlying Options, Vested and Expected to Vest | shares | 866 | |
Shares Underlying Options, Exercisable | shares | 681 | |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 14.09 | |
Weighted-Average Exercise Price, Granted | $ / shares | 3.54 | |
Weighted-Average Exercise Price, Exercised | $ / shares | 9.04 | |
Weighted-Average Exercise Price, Forfeited or Cancelled | $ / shares | 21.45 | |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 15.73 | $ 14.09 |
Weighted-Average Exercise Price, Vested and Expected to Vest | $ / shares | 15.73 | |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 12.08 | |
Weighted-Average Remaining Life, Outstanding | 6 years 1 month 6 days | 6 years 6 months |
Weighted-Average Remaining Life, Vested and Expected to Vest | 6 years 1 month 6 days | |
Weighted-Average Remaining Life, Exercisable | 5 years 7 months 6 days | |
Aggregate Intrinsic Value, Outstanding | $ | $ 20,329 | $ 30,552 |
Aggregate Intrinsic Value, Vested and Expected to Vest | $ | 20,329 | |
Aggregate Intrinsic Value, Exercisable | $ | $ 18,286 |
Stockholders' Equity and Stoc_6
Stockholders' Equity and Stock-Based Compensation - Summary of RSUs Activity (Details) - Restricted Stock Units shares in Thousands | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Unvested and Outstanding, Beginning Balance | shares | 1,690 |
Shares, Granted | shares | 2,412 |
Shares, Vested | shares | (1,026) |
Shares, Cancelled | shares | (329) |
Shares, Unvested and Outstanding, Ending Balance | shares | 2,747 |
Weighted-Average Grant Date Fair Value Per Share, Unvested and Outstanding, Beginning Balance | $ / shares | $ 32.87 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 42.56 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 36.63 |
Weighted-Average Grant Date Fair Value Per Share, Cancelled | $ / shares | 36.31 |
Weighted-Average Grant Date Fair Value Per Share, Unvested and Outstanding, Ending Balance | $ / shares | $ 39.58 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Transfers between Level 1 and Level 2 of the fair value measurement | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 18,957 | $ 91,088 |
Total liabilities | 20 | |
Contingent Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 20 | |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 13,951 | 32,458 |
Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 5,006 | 31,973 |
Government Treasury Bills | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 26,657 | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 13,951 | 59,115 |
Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 13,951 | 32,458 |
Level 1 | Government Treasury Bills | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 26,657 | |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 5,006 | 31,973 |
Level 2 | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 5,006 | 31,973 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 20 | |
Level 3 | Contingent Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | $ 20 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Changes in Fair Value Adjustments for Liabilities (Details) - Warrant Liability And Earn-Out Consideration $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | $ 20 |
Change in fair value of contingent liability | $ (20) |
Leases - Additional Information
Leases - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2019USD ($)Location | |
Lessee Lease Description [Line Items] | |
Lessee, operating lease, existence of option to extend [true false] | true |
Number of locations subleased | Location | 1 |
Lessee operating subLease remaining term | 15 months |
Operating leases sublease expiry date | 2020 |
Lessee, operating sublease, existence of option to extend [true false] | false |
Operating lease liabilities, cash paid | $ 6,816,000 |
Right-of-use assets obtained in exchange for lease obligations | $ 6,068,000 |
Weighted average discount rate | 7.14% |
Weighted average remaining lease term | 6 years 9 months 18 days |
Minimum | |
Lessee Lease Description [Line Items] | |
Operating lease term | 1 year |
Operating lease, renewal term | 3 years |
Maximum | |
Lessee Lease Description [Line Items] | |
Operating lease term | 10 years |
Operating lease, renewal term | 5 years |
Leases - Schedule of Components
Leases - Schedule of Components of Operating Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Lease Cost [Abstract] | |||||
Operating lease cost, gross | $ 2,139 | $ 1,780 | $ 6,311 | $ 5,525 | |
Variable lease cost, gross | [1] | 806 | 2,135 | ||
Sublease income | (145) | (290) | |||
Total lease costs | [2] | $ 2,800 | $ 1,780 | $ 8,156 | $ 5,525 |
[1] | Variable rent expense was not included within the measurement of the Company's operating right-of-use assets and lease liabilities. Variable rent expense is comprised primarily of the Company's proportionate share of operating expenses, property taxes and insurance and is classified as lease expense due to the Company's election to not separate lease and non-lease | ||||
[2] | Short-term lease costs for the three and nine months ended September 30, 2019 were not significant and are not included in the table above. |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Property Plant And Equipment [Abstract] | |
2019 (excluding the nine months ended September 30, 2019) | $ 2,395 |
2020 | 9,507 |
2021 | 8,925 |
2022 | 9,318 |
2023 | 8,769 |
Thereafter | 23,620 |
Total lease payments | 62,534 |
Imputed interest | (13,525) |
Lease liabilities | 49,009 |
Tenant improvement reimbursements included in the measurement of lease liabilities but not yet received | (1,113) |
Lease liabilities, net | $ 47,896 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Chief Executive Officer | May 27, 2019USD ($) |
Related Party Transaction [Line Items] | |
Initial cash base salary | $ 260,000 |
Restricted Stock Units | |
Related Party Transaction [Line Items] | |
RSUs grant value, short term | 65,000 |
RSUs grant value, long term | $ 3,585,000 |