Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 01, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-35098 | |
Entity Registrant Name | Cornerstone OnDemand, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-4068197 | |
Entity Address, Address Line One | 1601 Cloverfield Blvd. | |
Entity Address, Address Line Two | Suite 620 South | |
Entity Address, City or Town | Santa Monica | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90404 | |
City Area Code | 310 | |
Local Phone Number | 752-0200 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | CSOD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 60,681,312 | |
Amendment Flag | false | |
Entity Central Index Key | 0001401680 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Cash and cash equivalents | $ 395,106 | $ 183,596 |
Short-term investments | 7,998 | 204,732 |
Accounts receivable, net | 103,609 | 125,300 |
Deferred commissions, current | 17,962 | 24,467 |
Prepaid expenses and other current assets | 38,872 | 34,940 |
Total current assets | 563,547 | 573,035 |
Capitalized software development costs, net | 49,341 | 45,416 |
Property and equipment, net | 35,740 | 77,254 |
Operating right-of-use assets | 79,838 | 0 |
Deferred commissions, non-current | 60,500 | 45,444 |
Long-term investments | 750 | 1,250 |
Intangible assets, net | 11,534 | 13,867 |
Goodwill | 47,453 | 47,453 |
Other assets, net | 1,991 | 3,437 |
Total Assets | 850,694 | 807,156 |
Liabilities: | ||
Accounts payable | 15,843 | 11,921 |
Accrued expenses | 57,685 | 68,331 |
Deferred revenue, current | 283,878 | 312,526 |
Operating lease liabilities, current | 11,160 | 0 |
Other liabilities | 8,178 | 7,645 |
Total current liabilities | 376,744 | 400,423 |
Convertible notes, net | 291,038 | 288,967 |
Operating lease liabilities, non-current | 75,150 | 0 |
Other liabilities, non-current | 960 | 2,484 |
Deferred revenue, non-current | 9,405 | 13,275 |
Facility financing obligation | 0 | 46,100 |
Total liabilities | 753,297 | 751,249 |
Commitments and contingencies (Note 12) | ||
Stockholders’ Equity: | ||
Common stock, $0.0001 par value; 1,000,000 shares authorized, 59,977 and 58,886 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 6 | 6 |
Additional paid-in capital | 637,770 | 585,387 |
Accumulated deficit | (542,231) | (529,962) |
Accumulated other comprehensive income | 1,852 | 476 |
Total stockholders’ equity | 97,397 | 55,907 |
Total Liabilities and Stockholders’ Equity | $ 850,694 | $ 807,156 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 59,977,000 | 58,886,000 |
Common stock, shares outstanding (in shares) | 59,977,000 | 58,886,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 141,860 | $ 132,517 | $ 281,977 | $ 265,630 |
Cost of revenue | 40,187 | 36,365 | 73,882 | 73,385 |
Gross profit | 101,673 | 96,152 | 208,095 | 192,245 |
Operating expenses: | ||||
Sales and marketing | 58,691 | 59,821 | 113,196 | 119,066 |
Research and development | 24,337 | 16,325 | 52,083 | 32,309 |
General and administrative | 22,239 | 22,101 | 45,179 | 44,086 |
Restructuring | 0 | 1,000 | 0 | 8,725 |
Total operating expenses | 105,267 | 99,247 | 210,458 | 204,186 |
Income (loss) from operations | (3,594) | (3,095) | (2,363) | (11,941) |
Other income (expense): | ||||
Interest income | 2,186 | 2,665 | 4,176 | 4,484 |
Interest expense | (5,378) | (8,791) | (10,744) | (17,491) |
Other, net | (1,105) | (2,250) | (1,702) | (2,206) |
Other income (expense), net | (4,297) | (8,376) | (8,270) | (15,213) |
Loss before income tax provision | (7,891) | (11,471) | (10,633) | (27,154) |
Income tax provision | (914) | (536) | (1,636) | (1,069) |
Net loss | $ (8,805) | $ (12,007) | $ (12,269) | $ (28,223) |
Net loss per share, basic and diluted (USD per share) | $ (0.15) | $ (0.21) | $ (0.21) | $ (0.49) |
Weighted average common shares outstanding, basic and diluted (in shares) | 59,715 | 57,844 | 59,430 | 57,635 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (8,805) | $ (12,007) | $ (12,269) | $ (28,223) |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustment | 1,022 | 2,113 | 1,191 | 3 |
Net change in unrealized gains on investments | 13 | 282 | 185 | 57 |
Other comprehensive income, net of tax | 1,035 | 2,395 | 1,376 | 60 |
Total comprehensive loss | $ (7,770) | $ (9,612) | $ (10,893) | $ (28,163) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital (Deficit) | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2017 | 57,512 | ||||
Beginning balance at Dec. 31, 2017 | $ 22,120 | $ 6 | $ 536,951 | $ (515,054) | $ 217 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon the exercise of options (in shares) | 835 | ||||
Issuance of common stock upon the exercise of options | 26,981 | 26,981 | |||
Vesting of restricted stock units (in shares) | 662 | ||||
Vesting of restricted stock units | 0 | ||||
Shares issued under employee stock purchase plan (in shares) | 102 | ||||
Shares issued under employee stock purchase plan | 3,080 | 3,080 | |||
Repurchase of common stock (in shares) | (867) | ||||
Repurchase of common stock | (36,743) | (36,743) | |||
Stock-based compensation | 37,962 | 37,962 | |||
Net loss | (28,223) | (28,223) | |||
Other comprehensive loss, net of tax | 60 | 60 | |||
Ending balance (in shares) at Jun. 30, 2018 | 58,244 | ||||
Ending balance at Jun. 30, 2018 | 44,172 | $ 6 | 568,231 | (524,342) | 277 |
Beginning balance (in shares) at Mar. 31, 2018 | 57,525 | ||||
Beginning balance at Mar. 31, 2018 | 32,361 | $ 6 | 546,808 | (512,335) | (2,118) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon the exercise of options (in shares) | 624 | ||||
Issuance of common stock upon the exercise of options | 21,832 | 21,832 | |||
Vesting of restricted stock units (in shares) | 437 | ||||
Vesting of restricted stock units | 0 | ||||
Shares issued under employee stock purchase plan (in shares) | 102 | ||||
Shares issued under employee stock purchase plan | 3,080 | 3,080 | |||
Repurchase of common stock (in shares) | (444) | ||||
Repurchase of common stock | (20,719) | (20,719) | |||
Stock-based compensation | 17,230 | 17,230 | |||
Net loss | (12,007) | (12,007) | |||
Other comprehensive loss, net of tax | 2,395 | 2,395 | |||
Ending balance (in shares) at Jun. 30, 2018 | 58,244 | ||||
Ending balance at Jun. 30, 2018 | 44,172 | $ 6 | 568,231 | (524,342) | 277 |
Beginning balance (in shares) at Dec. 31, 2018 | 58,886 | ||||
Beginning balance at Dec. 31, 2018 | $ 55,907 | $ 6 | 585,387 | (529,962) | 476 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon the exercise of options (in shares) | 270 | 270 | |||
Issuance of common stock upon the exercise of options | $ 10,147 | 10,147 | |||
Vesting of restricted stock units (in shares) | 731 | ||||
Vesting of restricted stock units | 0 | ||||
Shares issued under employee stock purchase plan (in shares) | 90 | ||||
Shares issued under employee stock purchase plan | 3,927 | 3,927 | |||
Stock-based compensation | 38,309 | 38,309 | |||
Net loss | (12,269) | (12,269) | |||
Other comprehensive loss, net of tax | 1,376 | 1,376 | |||
Ending balance (in shares) at Jun. 30, 2019 | 59,977 | ||||
Ending balance at Jun. 30, 2019 | 97,397 | $ 6 | 637,770 | (542,231) | 1,852 |
Beginning balance (in shares) at Mar. 31, 2019 | 59,407 | ||||
Beginning balance at Mar. 31, 2019 | 75,565 | $ 6 | 608,168 | (533,426) | 817 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon the exercise of options (in shares) | 141 | ||||
Issuance of common stock upon the exercise of options | 5,163 | 5,163 | |||
Vesting of restricted stock units (in shares) | 339 | ||||
Vesting of restricted stock units | 0 | ||||
Shares issued under employee stock purchase plan (in shares) | 90 | ||||
Shares issued under employee stock purchase plan | 3,927 | 3,927 | |||
Stock-based compensation | 20,512 | 20,512 | |||
Net loss | (8,805) | (8,805) | |||
Other comprehensive loss, net of tax | 1,035 | 1,035 | |||
Ending balance (in shares) at Jun. 30, 2019 | 59,977 | ||||
Ending balance at Jun. 30, 2019 | $ 97,397 | $ 6 | $ 637,770 | $ (542,231) | $ 1,852 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | ||
Cash flows from operating activities: | |||
Net loss | $ (12,269) | $ (28,223) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 20,034 | 16,219 | |
Accretion of debt discount and amortization of debt issuance costs | 2,543 | 6,922 | |
Purchased investment premium, net of amortization | (725) | (187) | |
Net foreign currency (gain) loss | 1,115 | (1,685) | |
Stock-based compensation expense | 36,196 | 35,511 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 21,874 | 43,095 | |
Deferred commissions | (8,730) | (2,740) | |
Prepaid expenses and other assets | 6,954 | (16,823) | |
Accounts payable | 1,606 | (7,855) | |
Accrued expenses | (9,719) | (1,366) | |
Deferred revenue | (32,574) | (27,883) | |
Other liabilities | 2,172 | (2,337) | |
Net cash provided by operating activities | 28,477 | 12,648 | |
Cash flows from investing activities: | |||
Purchases of investments | (82) | 484 | |
Maturities of investments | 197,774 | 72,689 | |
Capital expenditures | (9,274) | (7,627) | |
Capitalized software costs | (14,127) | (12,302) | |
Net cash provided by investing activities | 174,291 | 53,244 | |
Cash flows from financing activities: | |||
Payments of debt issuance costs | 0 | (152) | |
Payment of tax withholdings for employee stock plans | (5,469) | 0 | |
Proceeds from employee stock plans | 14,211 | 30,047 | |
Repurchases of common stock | 0 | (38,608) | |
Net cash provided by (used in) financing activities | 8,742 | (8,713) | |
Effect of exchange rate changes on cash and cash equivalents | 0 | 176 | |
Net increase in cash and cash equivalents | 211,510 | 57,355 | |
Cash and cash equivalents at beginning of period | 183,596 | 393,576 | |
Cash and cash equivalents at end of period | 395,106 | 450,931 | |
Supplemental cash flow information: | |||
Cash paid for interest | 8,731 | 5,003 | |
Cash paid for income taxes | 970 | 874 | |
Proceeds from employee stock plans received in advance of stock issuance | 720 | 499 | |
Cash paid for operating leases1 | [1] | 5,700 | 0 |
Right-of-use assets obtained in exchange for lease obligations1 | [1] | 86,120 | 0 |
Non-cash investing and financing activities: | |||
Assets acquired under capital leases and other financing arrangements | 1,702 | 0 | |
Capitalized assets financed by accounts payable and accrued expenses | 2,728 | 3,577 | |
Capitalized stock-based compensation | $ 2,113 | $ 2,451 | |
[1] | See Note 1 for additional information. |
Organization And Summary Of Sig
Organization And Summary Of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization And Summary Of Significant Accounting Policies | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Company Overview Cornerstone OnDemand, Inc. (“Cornerstone” or the “Company”) was incorporated on May 24, 1999 in the state of Delaware and began its principal operations in November 1999 . The Company is a leading global provider of cloud-based learning, talent management and talent experience software, delivered as Software-as-a-Service (“SaaS”). The Company helps organizations around the globe recruit, train and manage their employees. It is one of the world’s largest cloud computing companies. The Company’s human capital management platform combines the world’s leading unified talent management solutions with state-of-the-art analytics and HR administration solutions to enable organizations to manage the entire employee lifecycle. Its focus on continuous learning and development helps organizations to empower employees to realize their potential and drive success. The Company works with clients across all geographies, verticals and market segments. Its Recruiting, Learning, Performance and HR Administration suites help with sourcing, recruiting and onboarding new hires; managing training and development requirements; nurturing knowledge sharing and collaboration among employees; goal setting, reviews, competency management and continuous feedback; linking compensation to performance; identifying development plans based on performance gaps; streamlining employee data management, self-service and compliance reporting; and then utilizing state-of-the-art analytics capabilities to make smarter, more-informed decisions using data from across the platform for talent mobility, engagement and development so that HR and leadership can focus on strategic initiatives to help their organization succeed. The Company operates in one segment as it only reports financial information on an aggregate and consolidated basis to the Company’s chief executive officer, who is the Company’s chief operating decision maker. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements. These unaudited condensed financial statements are presented in accordance with (i) accounting standards generally accepted in the United States of America (“GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements include all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim periods presented. Results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 , for any other interim period or for any other future year. Effective January 1, 2019, the Company adopted the requirements of Accounting Standards Update No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"), as discussed further in Note 1. All amounts and disclosures set forth in this Quarterly Report on Form 10-Q have been updated to comply with this new standard with results for reporting periods beginning after January 1, 2019 presented under ASU 2016-02, while prior period amounts and disclosures are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Recently Adopted Accounting Pronouncements In February 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" ("ASU 2018-02"), which provides entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act (the “Tax Act”) to retained earnings. The Company adopted this new standard effective January 1, 2019 with no impact to its consolidated condensed financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02" and "ASU 2018-11"). The ASU requires lessees to record most leases on their balance sheets but recognize the expense on their statements of operations in a manner similar to accounting rules previously in effect. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use ("ROU") asset for the right to use the underlying asset for the lease term. The Company has completed its implementation of ASU 2016-02 and applicable methods of transition. As permitted under the transition guidance, for leases in existence prior to adoption, the Company carried forward the assessment of whether its arrangements are or contain leases, the classification of its leases, the impact of initial direct costs associated with its leases, and the remaining lease terms. The Company adopted the requirements of ASU 2016-02 utilizing the modified retrospective method of transition to identified leases as of January 1, 2019 (the “effective date”). The adoption of the standard had a material impact to the Company’s condensed consolidated balance sheets. There was no impact upon adoption to the condensed consolidated statements of operations or cash flows. The impact of the adoption was due to: • the recognition of additional operating lease liabilities of $82.5 million and corresponding operating ROU assets of $80.5 million . These represent the operating leases existing as of the effective date which have a lease term of greater than twelve months. The operating ROU assets were recorded net of a $2.0 million reclassification of other accrued liabilities and prepaid expenses representing previously deferred or prepaid rent and lease incentives. • the de-recognition of previously recorded facility financing obligations of $ 46.1 million and related plant, property and equipment assets of $ 46.1 million from a build-to-suit lease arrangement for which construction is complete and the Company is leasing the constructed asset but previously did not qualify for sale accounting. Accounting Pronouncements Pending Adoption In August 2018, the FASB issued Accounting Standards Update No. 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract" ("ASU 2018-15"). ASU 2018-15 aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset and which costs to expense. ASU 2018-15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company is currently evaluating the impact of the adoption of ASU 2018-15 on its consolidated financial statements and expects to adopt the new standard in the first quarter of 2020. Summary of Significant Accounting Policies Except for changes to the Company's lease accounting policy, as included below, there have been no changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 26, 2019. Leases The Company has various non-cancelable arrangements to lease office and dedicated data center facility space. These arrangements include services and other incremental costs to maintain or operate the space and do not contain any material residual value guarantees, material variable payments, or restrictive covenants. The Company determines at contract inception whether the arrangement 1) contains a lease based on its ability to control a physically distinct asset for more than 12 months, and 2) should be classified as an operating or finance lease. For both its office and data center facility leases, the Company combines all components of the lease including related services as a single component. Operating leases are reflected as operating ROU assets and operating lease liabilities in the accompanying consolidated balance sheets. Operating ROU assets and operating lease liabilities represent the Company's obligation to make payments arising from the lease. The operating ROU asset also includes any lease payments made and excludes lease incentives. The liabilities are measured at the commencement date based on the present value of lease payments over the lease term utilizing our incremental borrowing rate. Lease payments are typically discounted at our incremental borrowing rate as the interest rate implicit in the lease cannot be readily determined in the absence of key inputs which are typically not reported by our lessors. Judgment was used to estimate the incremental borrowing rate associated with these leases based on relevant market data and Company inputs applied to accepted valuation methodologies. The Company recognizes lease expense relating to its operating leases on a straight-line basis over the lease term, which commences when the Company controls the leased asset. The lease term includes optional periods to extend or terminate the leases when it is reasonably certain that the option will be exercised. Lease incentives are recognized as a reduction to lease expense on a straight-line basis over the underlying lease term. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | BUSINESS COMBINATIONS The following business combinations have been accounted for as acquisitions in accordance with ASC 805, Business Combinations . The purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date with the excess recorded as goodwill. Acquisition related transaction costs are not included as a component of consideration transferred but are accounted for as an expense in the period in which the costs are incurred and have been included in general and administrative expenses in the condensed consolidated statement of operations. Workpop Inc. On September 10, 2018, the Company completed the acquisition of Workpop Inc. (“Workpop”), a privately held company. Workpop is a robust web and mobile solution for candidates and hiring managers in service-based industries. The acquisition was completed pursuant to a merger whereby Workpop became a wholly-owned subsidiary of the Company. In connection with the merger, the Company paid cash consideration of $18.2 million . Acquisition-related transaction costs were $0.5 million . The Company had a $0.5 million cost basis investment in Workpop prior to the acquisition. As part of the acquisition of Workpop, the Company received a return of our investment with an immaterial loss, which was included in general and administrative expenses in the condensed consolidated statement of operations. The Company’s allocation of the total purchase price consideration as of September 10, 2018 is summarized below (in thousands): Fair Value Cash and cash equivalents $ 115 Other assets 68 Intangible assets - developed technology 7,500 Goodwill 10,525 Total purchase price $ 18,208 The intangible assets related to developed technology are amortized on a straight-line basis over 3 years . Pro forma results of operations have not been presented as the impact of the acquisition is not material to our financial results. Grovo Learning, Inc. On November 9, 2018, the Company completed the acquisition of Grovo Learning, Inc. (“Grovo”), a privately held company. Grovo helps learning and development teams engage employees and drive their business forward by delivering an evolving library of customizable Microlearning® content. The acquisition was completed pursuant to a merger whereby Grovo became a wholly-owned subsidiary of the Company in exchange for cash consideration of $22.9 million . The Company acquired Grovo to expand its Cornerstone Content Anytime subscription offerings which are accessed through the Cornerstone Learning suite. Acquisition-related transaction costs were $0.6 million . The Company’s allocation of the total purchase price consideration as of November 9, 2018 is summarized below (in thousands): Fair Value Cash and cash equivalents $ 508 Accounts receivable 761 Property and equipment, net 51,967 Other current and non-current assets 1,001 Intangible assets - content library 4,700 Intangible assets - developed technology 2,500 Goodwill 11,034 Facility financing obligation (46,100 ) Accounts payable, accrued expenses, and other liabilities, current and non-current (3,465 ) Net assets acquired $ 22,906 The Company acquired a property lease and related leasehold improvements whereby it was deemed, for accounting purposes only, to be the owner of the entire project. In connection with the Company’s accounting for this transaction in 2018, the Company capitalized $51.1 million as a build-to-suit property within property and equipment, net, and recognized a corresponding facility financing obligation for $46.1 million . However, due to the adoption of the new lease standard ASU 2016-02 as of January 1, 2019, the build-to-suit property, exclusive of leasehold improvements of $5.0 million , and related facility financing obligation were de-recognized. Refer to Note 1 - Organization and Summary of Significant Accounting Policies above and Note 13 - Leases below for further information. The fair value of the acquired assets is amortized on a straight-line basis over their expected useful lives. Useful Life Property and equipment, net 25 years Intangible assets - content library 6 years Intangible assets - developed technology 3 years Pro forma results of operations have not been presented as the impact of the acquisition is not material to the Company's financial results. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NET LOSS PER SHARE The following table presents the Company’s basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net loss $ (8,805 ) $ (12,007 ) $ (12,269 ) $ (28,223 ) Weighted-average shares of common stock outstanding 59,715 57,844 59,430 57,635 Net loss per share – basic and diluted $ (0.15 ) $ (0.21 ) $ (0.21 ) $ (0.49 ) The potential shares of common stock that would have a dilutive impact are computed using the treasury stock method or the if-converted method, as applicable. At June 30, 2019 and 2018 , the following potential shares were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive (in thousands): June 30, 2019 2018 Options to purchase common stock, restricted stock units and performance-based restricted stock units 10,199 11,222 Shares issuable pursuant to employee stock purchase plan 103 93 Convertible notes 7,143 11,825 Common stock warrants — 4,682 Total shares excluded from net loss per share 17,445 27,822 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | INVESTMENTS Investments in Marketable Securities The Company’s investments in available-for-sale marketable securities are made pursuant to its investment policy, which has established guidelines relative to the diversification of the Company’s investments and their maturities, with the principal objective of capital preservation and maintaining liquidity that is sufficient to meet cash flow requirements. The following is a summary of investments in marketable securities, including those that meet the definition of a cash equivalent, as of June 30, 2019 (in thousands): June 30, 2019 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash Equivalent Investments Money market funds $ 267,372 $ — $ — $ 267,372 $ 267,372 $ — Corporate bonds 7,996 2 — 7,998 — 7,998 U.S. treasury securities 19,991 2 — 19,993 19,993 — Commercial paper 25,492 — — 25,492 25,492 — Total $ 320,851 $ 4 $ — $ 320,855 $ 312,857 $ 7,998 The following is a summary of investments in marketable securities, including those that meet the definition of a cash equivalent, as of December 31, 2018 (in thousands): December 31, 2018 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash Equivalent Investments Money market funds $ 129,321 $ — $ — $ 129,321 $ 129,321 $ — Corporate bonds 58,115 — (82 ) 58,033 — 58,033 U.S. treasury securities 138,826 — (100 ) 138,726 — 138,726 Commercial paper 7,973 — — 7,973 — 7,973 Total $ 334,235 $ — $ (182 ) $ 334,053 $ 129,321 $ 204,732 As of June 30, 2019 and December 31, 2018 , the Company’s investments in marketable securities had a weighted-average maturity date of approximately one month . No marketable securities held as of these periods have been in a continuous unrealized loss position for more than 12 months. The Company does not believe any unrealized losses as of June 30, 2019 and December 31, 2018 |
Intangible Assets And Goodwill
Intangible Assets And Goodwill | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets And Goodwill | INTANGIBLE ASSETS AND GOODWILL Finite-lived Intangibles The Company has finite-lived intangible assets which are amortized over their estimated useful lives on a straight-line basis. The following table presents the gross carrying amount and accumulated amortization of finite-lived intangible assets as of June 30, 2019 and December 31, 2018 (in thousands): June 30, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 39,984 $ (32,602 ) $ 7,382 $ 39,984 $ (30,817 ) $ 9,167 Content Library 4,700 (548 ) 4,152 4,700 — 4,700 Total Finite-lived Intangibles $ 44,684 $ (33,150 ) $ 11,534 $ 44,684 $ (30,817 ) $ 13,867 During 2018, the Company recorded finite-lived intangible assets totaling $7.5 million and $7.2 million , related to developed technology from the acquisitions of Workpop Inc. and Grovo Learning, Inc., respectively. Amortization of finite-lived intangibles is recorded in cost of revenue in the accompanying condensed consolidated statements of operations. Total amortization expense from finite-lived intangible assets was $1.0 million and $2.3 million for the three and six months ended June 30, 2019 . There was no amortization expense for the three and six months ended June 30, 2018 . The following table presents the Company's estimate of remaining amortization expense for finite-lived intangible assets that existed as of June 30, 2019 (in thousands): 2019 2020 2021 2022 2023 2024 and thereafter Estimated remaining amortization expense $ 2,094 $ 4,188 $ 3,236 $ 855 $ 855 $ 306 The Company evaluates the recoverability of its long-lived assets with finite useful lives, including intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Based on the assessment of various factors in connection with the preparation of the Company’s financial statements for the three months ended June 30, 2019 , the Company does not believe there were any negative qualitative factors impacting the recoverability of the carrying values. There were no impairment charges related to identifiable intangible assets for the six months ended June 30, 2019 and the year ended December 31, 2018 . Goodwill The carrying amount of goodwill was $47.5 million as of June 30, 2019 and December 31, 2018 . |
Other Balance Sheet Amounts
Other Balance Sheet Amounts | 6 Months Ended |
Jun. 30, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Other Balance Sheet Amounts | OTHER BALANCE SHEET AMOUNTS The balance of property and equipment, net is as follows (in thousands): Useful Life June 30, December 31, 2019 2018 Computer equipment and software 3 – 5 years $ 52,756 $ 52,055 Build to suit property 25 years — 51,058 Furniture and fixtures 7 years 5,303 4,367 Leasehold improvements 2 – 6 years 16,645 9,987 Renovation in progress n/a 4,611 1,984 Total property and equipment 79,315 119,451 Less: accumulated depreciation and amortization (43,575 ) (42,197 ) Total property and equipment, net $ 35,740 $ 77,254 As described in Note 1 - Organization and Summary of Significant Accounting Policies and Note 2 - Business Combinations above, on January 1, 2019, the Company de-recognized the build to suit property, exclusive of $5.0 million in build-out costs which were re-classified as leasehold improvements in the current reporting period. Depreciation expense for the three months ended June 30, 2019 and June 30, 2018 was $3.0 million and $2.8 million , respectively and $5.7 million and $5.3 million for the six months ended June 30, 2019 and June 30, 2018 , respectively. Accrued Expenses The balance of accrued expenses is as follows (in thousands): June 30, December 31, 2019 2018 Accrued compensation $ 23,642 $ 31,799 Accrued commissions 9,387 13,856 Accrued interest 8,625 8,625 Other accrued expenses 16,031 14,051 Total accrued expenses $ 57,685 $ 68,331 Deferred Commissions The Company defers commissions paid to its sales force and related payroll taxes as these amounts are incremental costs of obtaining a contract with a customer and are recoverable from future revenue due to the non-cancelable client agreements that gave rise to the commissions. For the six months ended June 30, 2019 and June 30, 2018 , the amount of amortization expense was $17.4 million and $19.5 million respectively and there was no impairment loss in relation to the costs capitalized. |
Fair Value Of Financial Instrum
Fair Value Of Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value represents the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs are based on market data obtained from independent sources. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last one is considered unobservable: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – Unobservable inputs. Assets and liabilities measured at fair value on a recurring basis included the following as of June 30, 2019 and December 31, 2018 (in thousands): June 30, 2019 December 31, 2018 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 312,857 $ 312,857 $ — $ — $ 129,172 $ 129,172 $ — $ — Corporate bonds 7,998 — 7,998 — 58,033 — 58,033 — U.S. treasury securities — — — — 138,726 — 138,726 — Commercial paper — — — — 7,973 — 7,973 — Total $ 320,855 $ 312,857 $ 7,998 $ — $ 333,904 $ 129,172 $ 204,732 $ — As of June 30, 2019 and December 31, 2018 , cash equivalents of $312.9 million and $129.2 million , respectively, consisted of money market funds with original maturity dates of three months or less. As of June 30, 2019 and December 31, 2018 , corporate bonds, U.S. treasury securities, and commercial paper were classified within Level 2 of the fair value hierarchy. These instruments were valued using information obtained from pricing services, which obtained quoted market prices from a variety of industry data providers. Convertible Notes The Company’s 2021 Notes described in Note 8 - Debt are shown in the accompanying condensed consolidated balance sheets at their original issuance value, net of unamortized discount and debt issuance costs, and are not remeasured to fair value each period. The approximate fair value of the Company’s 2021 Notes as of June 30, 2019 was $454.6 million |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | DEBT 2021 Senior Convertible Notes In December 2017, the Company issued $300.0 million principal amount of 5.75% senior convertible notes (the “2021 Notes”) for a purchase price equal to 98% of the principal amount, raising net proceeds of $294.0 million before issuance costs. The 2021 Notes are governed by an Indenture, dated December 8, 2017 between the Company and U.S. Bank National Association, as trustee (the “2017 Indenture”). The 2021 Notes mature on July 1, 2021, unless earlier repurchased or converted, and bear interest at a rate of 5.75% per year payable semi-annually in arrears on January 1 and July 1 of each year, commencing January 1, 2018. The 2021 Notes are convertible at an initial conversion rate of 23.8 shares of the Company’s common stock per $1,000 principal amount of the 2021 Notes, which represents an initial conversion price of $42 per share, subject to adjustment for anti-dilutive issuances, voluntary increases in the conversion rate and make-whole adjustments upon a fundamental change. A fundamental change includes a change in control, delisting of the Company’s common stock and a liquidation of the Company. Upon conversion, the Company will deliver the applicable number of the Company’s common stock and cash in lieu of any fractional shares. Holders of the 2021 Notes may convert their 2021 Notes at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date. The holders of the 2021 Notes may require the Company to repurchase all or a portion of their 2021 Notes at a cash repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus the remaining scheduled interest through and including the maturity date, upon a fundamental change and events of default, including non-payment of interest or principal and other obligations under the 2017 Indenture. The 2021 Notes were issued at a two percent discount and accounted for as debt upon issuance. The Company recorded $300.0 million of debt and $6.0 million for the debt discount. The debt discount is accreted to interest expense over the term of the 2021 Notes using the interest method. The Company incurred debt issuance costs of $9.2 million that were deferred and amortized to interest expense over the term of the 2021 Notes. The Company agreed to register the resale of the 2021 Notes and the shares of common stock issuable upon conversion of the 2021 Notes. A registration statement on Form S-3 relating to such securities was filed with the U.S. Securities and Exchange Commission by the Company on August 7, 2018. The net carrying amounts of the liability components of the 2021 Notes as of June 30, 2019 and December 31, 2018 consists of the following (in thousands): June 30, 2019 December 31, 2018 Principal amount $ 300,000 $ 300,000 Unamortized debt discount (3,532 ) (4,348 ) Net carrying amount before unamortized debt issuance costs 296,468 295,652 Unamortized debt issuance costs (5,430 ) (6,685 ) Net carrying value $ 291,038 $ 288,967 The effective interest rate of the liability component is 6.4% for the 2021 Notes. 2018 Notes In 2013, the Company issued convertible notes (the “2018 Notes”) raising gross proceeds of $253.0 million . The 2018 Notes bore interest at a rate of 1.50% per year payable semi-annually in arrears on January 1 and July 1 of each year, commencing January 1, 2014. On July 1, 2018, the 2018 Notes matured and the $253.0 million principal amount due was repaid. The 2018 Notes are no longer outstanding. The following table presents the interest expense recognized related to the 2021 Notes and 2018 Notes for the three and six months ended June 30, 2019 and 2018 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Contractual interest expense at 1.5% and 5.75% per annum $ 4,313 $ 5,261 $ 8,625 $ 10,522 Amortization of debt issuance costs 632 954 1,255 1,870 Accretion of debt discount 411 2,542 815 5,052 Total $ 5,356 $ 8,757 $ 10,695 $ 17,444 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS ’ EQUITY Share Repurchase Program In November 2017, the Company’s board of directors authorized a $100.0 million share repurchase program of its common stock. The share repurchase program was completed as of December 31, 2018. The total number of shares repurchased was 2.3 million at an average share price of $43.71 . |
Stock-Based Awards
Stock-Based Awards | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Awards | STOCK-BASED AWARDS Stock Options The following table summarizes the Company’s stock option activity for the six months ended June 30, 2019 (in thousands, except per share and term information): Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (1) Outstanding, December 31, 2018 3,828 $ 32.41 4.1 $ 70,436 Granted — — Exercised (270 ) 37.59 Forfeited (32 ) 47.50 Outstanding, June 30, 2019 3,526 $ 31.88 3.6 $ 91,853 Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (1) Exercisable at June 30, 2019 3,511 $ 31.87 3.6 $ 91,494 Vested and expected to vest at June 30, 2019 3,526 31.88 3.6 91,839 (1) Based on the Company’s closing stock price of $57.93 on June 30, 2019 and $50.43 on December 31, 2018. Unrecognized compensation expense relating to stock options was $0.1 million at June 30, 2019 , which is expected to be recognized over a weighted-average period of 0.8 years . Restricted Stock Units The Company granted restricted stock units covering 1.4 million shares of its common stock during the six months ended June 30, 2019 . At June 30, 2019 , there were 4.5 million shares of the Company’s common stock issuable upon the vesting of outstanding restricted stock units. Unrecognized compensation expense related to unissued shares of the Company’s common stock subject to unvested restricted stock units was $158.0 million at June 30, 2019 , which is expected to be recognized as expense over the weighted-average period of 2.9 years . Performance-Based Restricted Stock Units The Compensation Committee designed an annual equity compensation structure to further align the compensation levels of certain executives to the performance of the Company through the issuance of performance-based restricted stock units. The number of shares of the Company’s common stock issuable upon the vesting of these performance-based restricted stock unit awards is based upon the Company meeting a combination of constant currency subscription revenue growth rates and unlevered free cash flow margin targets determined at the time of their grants. The total amount of compensation expense recognized is based on the number of shares that the Company determines are probable of vesting. The estimate will be made each reporting period and determined by the Company’s actual and projected revenue and cash flow performance and the compensation expense will be recognized over the vesting term of the awards. The following table summarizes the Company’s issuances of awards under the new compensation award structure: Grant Date Performance Measures Vesting Term Performance Period # of Shares at Target # of Shares at Maximum Grant Date Fair Value per share # of Shares Outstanding at Target (2) # of Shares Outstanding at Maximum (2) March 2017 (a) the Company meeting certain revenue and cash flow targets through December 31, 2019 and (b) the recipient continuing to provide services to the Company through the end of March 2020 Three years Fiscal years 2017, 2018 and 2019 185,270 555,810 $ 41.73 141,540 424,620 February 2018 (a) the Company meeting certain combined constant currency subscription revenue growth and unlevered cash flow margin targets for the year ending December 31, 2020 and (b) the recipient continuing to provide services to the Company through the end of February 2021 Three years Fiscal year 2020 121,764 304,410 $ 40.64 121,764 304,410 February 2018 (a) the Company meeting certain combined constant currency subscription revenue growth and unlevered cash flow margin targets for each of the years ending December 31, 2020, December 31, 2021, and December 31, 2022 and (b) the recipient continuing to provide services to the Company through each respective vest date at the end of February 2020, 2021 and 2022 Five years Fiscal years 2020, 2021 and 2022 (1) 411,412 1,028,530 $ 40.64 411,412 1,028,530 April 2018 (a) the Company meeting certain combined constant currency subscription revenue growth and unlevered cash flow margin targets for the year ending December 31, 2020 and (b) the recipient continuing to provide services to the Company through the beginning of April 2021 Three years Fiscal year 2020 3,572 8,930 $ 39.54 — — April 2018 (a) the Company meeting certain combined constant currency subscription revenue growth and unlevered cash flow margin targets for each of the years ending December 31, 2020, December 31, 2021, and December 31, 2022 and (b) the recipient continuing to provide services to the Company through each respective vest date at the beginning of April 2020, 2021 and 2022 Five years Fiscal years 2020, 2021 and 2022 (1) 53,572 133,930 $ 39.54 11,794 29,485 Grant Date Performance Measures Vesting Term Performance Period # of Shares at Target # of Shares at Maximum Grant Date Fair Value per share # of Shares Outstanding at Target (2) # of Shares Outstanding at Maximum (2) February 2019 (a) the Company meeting certain combined constant currency subscription revenue growth and unlevered cash flow margin targets for the year ending December 31, 2021 and (b) the recipient continuing to provide services to the Company through the beginning of February 2022 Three years Fiscal year 2021 13,178 32,945 $ 58.23 13,178 32,945 February 2019 (a) the Company meeting certain combined constant currency subscription revenue growth and unlevered cash flow margin targets for the year ending December 31, 2021 and (b) the recipient continuing to provide services to the Company through the beginning of February 2022 Three years Fiscal year 2021 80,559 201,398 $ 57.27 80,559 201,398 March 2019 (a) the Company meeting certain combined constant currency subscription revenue growth and unlevered cash flow margin targets for the year ending December 31, 2021 and (b) the recipient continuing to provide services to the Company through the beginning of February 2022 Three years Fiscal year 2021 43,136 107,835 $ 56.15 43,136 107,835 June 2019 (a) the Company meeting certain combined constant currency subscription revenue and unlevered cash flow margin targets for the year ending December 31, 2021 and (b) the recipient continuing to provide services to the Company through the beginning of February 2022 Three years Fiscal year 2021 19,143 47,857 $ 54.84 19,143 47,857 (1) One-third of the total eligible shares shall vest on each of the third, fourth and fifth anniversaries of the grant date. This award is a one-time equity award intended to cover expected grant levels over a three-year period. In exchange, the Compensation Committee does not plan to grant any additional equity awards to recipients of this award until 2021. (2) Excludes an aggregate of 244,565 shares at the maximum level and 89,080 shares at the target level of achievement that were forfeited due to termination of employment as of June 30, 2019. The Company recognized compensation expense related to all performance-based awards in the aggregate amount of $1.8 million and $3.6 million for the three and six months ended June 30, 2019 , respectively. There was no unrecognized compensation expense related to unvested 2017 performance-based restricted stock unit awards at June 30, 2019 . Unrecognized compensation expense related to unvested 2018 and 2019 performance-based restricted stock units was $21.9 million at June 30, 2019 , based on the probable performance target at that date, which is expected to be recognized as expense over the weighted average period of 2.5 years . Employee Stock Purchase Plan Under the Company’s 2010 Employee Stock Purchase Plan (“ESPP”), eligible employees are granted the right to purchase shares at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. The right to purchase shares is granted twice yearly for six month offering periods in June and December and exercisable on or about the succeeding December and June, respectively, on each year. Stock-Based Compensation Stock-based compensation expense related to stock options, restricted stock units, the ESPP and performance-based restricted stock units is included in the following line items in the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Cost of revenue $ 1,786 $ 1,021 $ 2,922 $ 2,023 Sales and marketing 6,809 6,545 12,856 12,791 Research and development 4,319 2,417 8,515 4,725 General and administrative 6,237 5,300 11,903 9,787 Restructuring — 749 — 6,185 Total $ 19,151 $ 16,032 $ 36,196 $ 35,511 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company’s income tax provision was approximately $0.9 million and $1.6 million with an effective income tax rate of (11.6)% and (15.4)% for the three and six months ended June 30, 2019 . The Company’s income tax provision was approximately $0.5 million and $1.1 million with an effective income tax rate of (4.7)% and (3.9)% for the three and six months ended June 30, 2018 . The Company’s effective tax rate differs from the statutory rate primarily due to the change in the valuation allowance on the Company’s deferred tax assets and foreign income taxes. The income tax provision is related to domestic income, certain foreign income and withholding taxes. The Company does not have a material tax provision in the significant jurisdictions it operates in, such as the United States and United Kingdom, as it has historically generated losses. The Company has recorded a full valuation allowance against the net deferred tax assets and the Company does not currently anticipate recording an income tax benefit related to these deferred tax assets or current year losses. The Company computed income taxes for the quarter ended June 30, 2019 using the discrete method, applying the actual year-to-date effective tax rate to our pre-tax loss. The Company believes this method yields a more reliable income tax calculation for the period. The estimated annual effective tax rate method is not reasonable due to its sensitivity to small changes in forecasted annual income or loss before income taxes, which would result in significant variations in the customary relationship between income tax expense and pre-tax income or loss for interim periods. The Company is subject to United States federal income tax as well as to income tax in multiple state and foreign jurisdictions, including the United Kingdom. Federal income tax returns of the Company are subject to IRS examination for the 2015 through 2018 tax years. State income tax returns are subject to examination for the 2014 through 2018 tax years. Foreign income tax returns are subject to examination for the 2007 through 2018 tax years. The Company believes it is reasonably possible that within the next twelve months it may resolve certain matters related to the years under examination, which may result in reductions of its unrecognized tax benefits and income tax expense of up to $1.2 million . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | COMMITMENTS AND CONTINGENCIES Lease Commitments There have been no material changes in lease commitments since those disclosed in our Annual Report on Form 10-K filed with the SEC on February 26, 2019, except for operating lease agreements that were executed with remaining obligations of approximately $0.1 million in 2019, $0.6 million in 2020, $0.8 million in 2021, $0.8 million in 2022, $0.8 million in 2023, and $5.4 million thereafter. Refer to Note 13 - Leases below for additional details about the Company's leases. Letters of Credit The Company maintains standby letters of credit in association with other contractual arrangements. Total letters of credit outstanding at June 30, 2019 and December 31, 2018 was $7.6 million and $7.7 million , respectively. Guarantees and Indemnifications The Company has made guarantees and indemnities under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions, including revenue transactions in the ordinary course of business. The Company is obligated to indemnify its directors and officers to the maximum extent permitted under the laws of the State of Delaware. However, the Company has a directors and officers insurance policy that may reduce its exposure in certain circumstances and may enable it to recover a portion of future amounts that may be payable, if any. The duration of the guarantees and indemnities varies and, in many cases, is indefinite but subject to statutes of limitations. To date, the Company has made no payments related to these guarantees and indemnities. The Company estimates the fair value of its indemnification obligations as insignificant based on this history and the Company’s insurance coverage and therefore has not recorded any liability for these guarantees and indemnities in the accompanying condensed consolidated balance sheets. Litigation The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. If the Company determines that it is probable that a loss has been incurred and the amount is reasonably estimable, the Company will record a liability. The Company has determined that it does not have a potential liability related to any legal proceedings or claims that would individually or in the aggregate materially adversely affect its financial condition or operating results. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | LEASES The Company has various non-cancelable operating leases for its offices and its data centers. These arrangements have remaining lease terms ranging from 1 to 12 years . Certain lease agreements contain renewal options, termination rights, rent abatement, and/or escalation clauses with renewal terms that can extend the lease term from one to 5 years or more. The components of lease cost related to the Company's operating leases were as follows (in thousands): Three months ended Six months ended June 30, 2019 June 30, 2019 Operating lease cost $ 3,822 $ 7,632 Sublease income (875 ) (1,685 ) Net lease cost $ 2,947 $ 5,947 Supplemental balance sheet information related to the Company's operating leases was as follows (in thousands, except lease term and discount rate): June 30, January 1, 2019 2019 Operating lease right-of-use assets $ 79,838 $ 80,544 Operating lease liabilities (current and non-current) 86,310 82,544 Weighted-average remaining lease term 5 years 5 years Weighted-average incremental borrowing rate 3.3 % 3.3 % Maturities of the Company's operating lease liabilities at June 30, 2019 were as follows (in thousands): 2019 $ 2,952 2020 16,146 2021 16,108 2022 16,512 2023 16,387 Thereafter 26,128 Total lease payments $ 94,233 Less: Imputed interest (1) (7,923 ) Present value of operating lease liabilities $ 86,310 (1) Calculated using the incremental borrowing rate for each lease. As previously disclosed in the Company’s 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments for the Company's operating leases at December 31, 2018 , on an undiscounted basis, were as follows (in thousands): Operating Leases 2019 $ 11,576 2020 14,162 2021 14,277 2022 14,823 2023 14,710 Thereafter 17,961 Total minimum lease payments $ 87,509 |
Deferred Revenue and Remaining
Deferred Revenue and Remaining Performance Obligations | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue and Remaining Performance Obligations | DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS The Company recognized $221.5 million and $213.8 million of revenues during the six months ended June 30, 2019 and 2018, respectively, that was included in the deferred revenue balances as of December 31, 2018 and January 1, 2018, respectively, and $126.0 million and $120.0 million of revenues during the three months ended June 30, 2019 and 2018, respectively, that was included in the deferred revenue balances as of March 31, 2019 and 2018, respectively. Transaction Price Allocated to Remaining Performance Obligations As of June 30, 2019 , approximately $880.9 million of revenue is expected to be recognized from remaining performance obligations. This amount mainly comprises subscription revenue, with less than 5% attributable to professional services and other revenue. The Company expects to recognize revenue on approximately two thirds of these remaining performance obligations over the next 18 months , with the balance recognized thereafter. The estimated revenues from the remaining performance obligations do not include uncommitted contract amounts such as (i) amounts which are cancelable by the client without significant penalty, (ii) future billings for time and material contracts, and (iii) amounts associated with optional renewal periods. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS The Cornerstone OnDemand Foundation (the “Foundation”) empowers communities in the United States and internationally by increasing the impact of the non-profit sector through the utilization of human capital management technology including the Company’s products. The Company’s chief executive officer is on the board of directors of the Foundation. The Company does not direct the Foundation’s activities, and accordingly, the Company does not consolidate the Foundation’s statement of activities with its financial results. During the three months ended June 30, 2019 and 2018 , the Company provided at no charge certain resources to the Foundation, with approximate values of $0.8 million and $1.1 million , respectively. During the six months ended June 30, 2019 and 2018 , the Company provided at no charge certain resources to the Foundation, with approximate values of $2.0 million and $1.9 million , respectively. |
Organization And Summary Of S_2
Organization And Summary Of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements. These unaudited condensed financial statements are presented in accordance with (i) accounting standards generally accepted in the United States of America (“GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements include all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim periods presented. Results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 , for any other interim period or for any other future year. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" ("ASU 2018-02"), which provides entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act (the “Tax Act”) to retained earnings. The Company adopted this new standard effective January 1, 2019 with no impact to its consolidated condensed financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02" and "ASU 2018-11"). The ASU requires lessees to record most leases on their balance sheets but recognize the expense on their statements of operations in a manner similar to accounting rules previously in effect. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use ("ROU") asset for the right to use the underlying asset for the lease term. The Company has completed its implementation of ASU 2016-02 and applicable methods of transition. As permitted under the transition guidance, for leases in existence prior to adoption, the Company carried forward the assessment of whether its arrangements are or contain leases, the classification of its leases, the impact of initial direct costs associated with its leases, and the remaining lease terms. The Company adopted the requirements of ASU 2016-02 utilizing the modified retrospective method of transition to identified leases as of January 1, 2019 (the “effective date”). The adoption of the standard had a material impact to the Company’s condensed consolidated balance sheets. There was no impact upon adoption to the condensed consolidated statements of operations or cash flows. The impact of the adoption was due to: • the recognition of additional operating lease liabilities of $82.5 million and corresponding operating ROU assets of $80.5 million . These represent the operating leases existing as of the effective date which have a lease term of greater than twelve months. The operating ROU assets were recorded net of a $2.0 million reclassification of other accrued liabilities and prepaid expenses representing previously deferred or prepaid rent and lease incentives. • the de-recognition of previously recorded facility financing obligations of $ 46.1 million and related plant, property and equipment assets of $ 46.1 million from a build-to-suit lease arrangement for which construction is complete and the Company is leasing the constructed asset but previously did not qualify for sale accounting. Accounting Pronouncements Pending Adoption In August 2018, the FASB issued Accounting Standards Update No. 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract" ("ASU 2018-15"). ASU 2018-15 aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset and which costs to expense. ASU 2018-15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company is currently evaluating the impact of the adoption of ASU 2018-15 on its consolidated financial statements and expects to adopt the new standard in the first quarter of 2020. Summary of Significant Accounting Policies Except for changes to the Company's lease accounting policy, as included below, there have been no changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 26, 2019. Leases The Company has various non-cancelable arrangements to lease office and dedicated data center facility space. These arrangements include services and other incremental costs to maintain or operate the space and do not contain any material residual value guarantees, material variable payments, or restrictive covenants. The Company determines at contract inception whether the arrangement 1) contains a lease based on its ability to control a physically distinct asset for more than 12 months, and 2) should be classified as an operating or finance lease. For both its office and data center facility leases, the Company combines all components of the lease including related services as a single component. Operating leases are reflected as operating ROU assets and operating lease liabilities in the accompanying consolidated balance sheets. Operating ROU assets and operating lease liabilities represent the Company's obligation to make payments arising from the lease. The operating ROU asset also includes any lease payments made and excludes lease incentives. The liabilities are measured at the commencement date based on the present value of lease payments over the lease term utilizing our incremental borrowing rate. Lease payments are typically discounted at our incremental borrowing rate as the interest rate implicit in the lease cannot be readily determined in the absence of key inputs which are typically not reported by our lessors. Judgment was used to estimate the incremental borrowing rate associated with these leases based on relevant market data and Company inputs applied to accepted valuation methodologies. The Company recognizes lease expense relating to its operating leases on a straight-line basis over the lease term, which commences when the Company controls the leased asset. The lease term includes optional periods to extend or terminate the leases when it is reasonably certain that the option will be exercised. Lease incentives are recognized as a reduction to lease expense on a straight-line basis over the underlying lease term. In the normal course of operations, the Company enters into subleases for unoccupied leased office space. Any sublease payments received are recognized as a reduction to the related lease expense on a straight-line basis over the life of the sublease. |
Fair Value Measurement | Fair value represents the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs are based on market data obtained from independent sources. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last one is considered unobservable: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – Unobservable inputs. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Allocation of Purchase Price | The Company’s allocation of the total purchase price consideration as of November 9, 2018 is summarized below (in thousands): Fair Value Cash and cash equivalents $ 508 Accounts receivable 761 Property and equipment, net 51,967 Other current and non-current assets 1,001 Intangible assets - content library 4,700 Intangible assets - developed technology 2,500 Goodwill 11,034 Facility financing obligation (46,100 ) Accounts payable, accrued expenses, and other liabilities, current and non-current (3,465 ) Net assets acquired $ 22,906 The Company’s allocation of the total purchase price consideration as of September 10, 2018 is summarized below (in thousands): Fair Value Cash and cash equivalents $ 115 Other assets 68 Intangible assets - developed technology 7,500 Goodwill 10,525 Total purchase price $ 18,208 |
Schedule of Useful Lives of Acquired Assets | The fair value of the acquired assets is amortized on a straight-line basis over their expected useful lives. Useful Life Property and equipment, net 25 years Intangible assets - content library 6 years Intangible assets - developed technology 3 years |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Loss Per Share | The following table presents the Company’s basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net loss $ (8,805 ) $ (12,007 ) $ (12,269 ) $ (28,223 ) Weighted-average shares of common stock outstanding 59,715 57,844 59,430 57,635 Net loss per share – basic and diluted $ (0.15 ) $ (0.21 ) $ (0.21 ) $ (0.49 ) |
Anti-Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share | At June 30, 2019 and 2018 , the following potential shares were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive (in thousands): June 30, 2019 2018 Options to purchase common stock, restricted stock units and performance-based restricted stock units 10,199 11,222 Shares issuable pursuant to employee stock purchase plan 103 93 Convertible notes 7,143 11,825 Common stock warrants — 4,682 Total shares excluded from net loss per share 17,445 27,822 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Marketable Securities | The following is a summary of investments in marketable securities, including those that meet the definition of a cash equivalent, as of June 30, 2019 (in thousands): June 30, 2019 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash Equivalent Investments Money market funds $ 267,372 $ — $ — $ 267,372 $ 267,372 $ — Corporate bonds 7,996 2 — 7,998 — 7,998 U.S. treasury securities 19,991 2 — 19,993 19,993 — Commercial paper 25,492 — — 25,492 25,492 — Total $ 320,851 $ 4 $ — $ 320,855 $ 312,857 $ 7,998 The following is a summary of investments in marketable securities, including those that meet the definition of a cash equivalent, as of December 31, 2018 (in thousands): December 31, 2018 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash Equivalent Investments Money market funds $ 129,321 $ — $ — $ 129,321 $ 129,321 $ — Corporate bonds 58,115 — (82 ) 58,033 — 58,033 U.S. treasury securities 138,826 — (100 ) 138,726 — 138,726 Commercial paper 7,973 — — 7,973 — 7,973 Total $ 334,235 $ — $ (182 ) $ 334,053 $ 129,321 $ 204,732 |
Intangible Assets And Goodwill
Intangible Assets And Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Gross Carrying Amount and Accumulated Amortization of Finite-lived Intangible Assets | The following table presents the gross carrying amount and accumulated amortization of finite-lived intangible assets as of June 30, 2019 and December 31, 2018 (in thousands): June 30, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 39,984 $ (32,602 ) $ 7,382 $ 39,984 $ (30,817 ) $ 9,167 Content Library 4,700 (548 ) 4,152 4,700 — 4,700 Total Finite-lived Intangibles $ 44,684 $ (33,150 ) $ 11,534 $ 44,684 $ (30,817 ) $ 13,867 |
Schedule of Estimated Remaining Intangible Asset Amortization | The following table presents the Company's estimate of remaining amortization expense for finite-lived intangible assets that existed as of June 30, 2019 (in thousands): 2019 2020 2021 2022 2023 2024 and thereafter Estimated remaining amortization expense $ 2,094 $ 4,188 $ 3,236 $ 855 $ 855 $ 306 |
Other Balance Sheet Amounts (Ta
Other Balance Sheet Amounts (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of property and equipment, net | The balance of property and equipment, net is as follows (in thousands): Useful Life June 30, December 31, 2019 2018 Computer equipment and software 3 – 5 years $ 52,756 $ 52,055 Build to suit property 25 years — 51,058 Furniture and fixtures 7 years 5,303 4,367 Leasehold improvements 2 – 6 years 16,645 9,987 Renovation in progress n/a 4,611 1,984 Total property and equipment 79,315 119,451 Less: accumulated depreciation and amortization (43,575 ) (42,197 ) Total property and equipment, net $ 35,740 $ 77,254 |
Schedule of accrued expenses | The balance of accrued expenses is as follows (in thousands): June 30, December 31, 2019 2018 Accrued compensation $ 23,642 $ 31,799 Accrued commissions 9,387 13,856 Accrued interest 8,625 8,625 Other accrued expenses 16,031 14,051 Total accrued expenses $ 57,685 $ 68,331 |
Fair Value Of Financial Instr_2
Fair Value Of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value | Assets and liabilities measured at fair value on a recurring basis included the following as of June 30, 2019 and December 31, 2018 (in thousands): June 30, 2019 December 31, 2018 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 312,857 $ 312,857 $ — $ — $ 129,172 $ 129,172 $ — $ — Corporate bonds 7,998 — 7,998 — 58,033 — 58,033 — U.S. treasury securities — — — — 138,726 — 138,726 — Commercial paper — — — — 7,973 — 7,973 — Total $ 320,855 $ 312,857 $ 7,998 $ — $ 333,904 $ 129,172 $ 204,732 $ — |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Net Carrying Amount of Debt | The net carrying amounts of the liability components of the 2021 Notes as of June 30, 2019 and December 31, 2018 consists of the following (in thousands): June 30, 2019 December 31, 2018 Principal amount $ 300,000 $ 300,000 Unamortized debt discount (3,532 ) (4,348 ) Net carrying amount before unamortized debt issuance costs 296,468 295,652 Unamortized debt issuance costs (5,430 ) (6,685 ) Net carrying value $ 291,038 $ 288,967 |
Schedule of Interest Expense Recognized | The following table presents the interest expense recognized related to the 2021 Notes and 2018 Notes for the three and six months ended June 30, 2019 and 2018 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Contractual interest expense at 1.5% and 5.75% per annum $ 4,313 $ 5,261 $ 8,625 $ 10,522 Amortization of debt issuance costs 632 954 1,255 1,870 Accretion of debt discount 411 2,542 815 5,052 Total $ 5,356 $ 8,757 $ 10,695 $ 17,444 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the six months ended June 30, 2019 (in thousands, except per share and term information): Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (1) Outstanding, December 31, 2018 3,828 $ 32.41 4.1 $ 70,436 Granted — — Exercised (270 ) 37.59 Forfeited (32 ) 47.50 Outstanding, June 30, 2019 3,526 $ 31.88 3.6 $ 91,853 Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (1) Exercisable at June 30, 2019 3,511 $ 31.87 3.6 $ 91,494 Vested and expected to vest at June 30, 2019 3,526 31.88 3.6 91,839 (1) Based on the Company’s closing stock price of $57.93 on June 30, 2019 and $50.43 on December 31, 2018. |
Schedule of Issuances of Awards Under New Compensation Award Structure | The following table summarizes the Company’s issuances of awards under the new compensation award structure: Grant Date Performance Measures Vesting Term Performance Period # of Shares at Target # of Shares at Maximum Grant Date Fair Value per share # of Shares Outstanding at Target (2) # of Shares Outstanding at Maximum (2) March 2017 (a) the Company meeting certain revenue and cash flow targets through December 31, 2019 and (b) the recipient continuing to provide services to the Company through the end of March 2020 Three years Fiscal years 2017, 2018 and 2019 185,270 555,810 $ 41.73 141,540 424,620 February 2018 (a) the Company meeting certain combined constant currency subscription revenue growth and unlevered cash flow margin targets for the year ending December 31, 2020 and (b) the recipient continuing to provide services to the Company through the end of February 2021 Three years Fiscal year 2020 121,764 304,410 $ 40.64 121,764 304,410 February 2018 (a) the Company meeting certain combined constant currency subscription revenue growth and unlevered cash flow margin targets for each of the years ending December 31, 2020, December 31, 2021, and December 31, 2022 and (b) the recipient continuing to provide services to the Company through each respective vest date at the end of February 2020, 2021 and 2022 Five years Fiscal years 2020, 2021 and 2022 (1) 411,412 1,028,530 $ 40.64 411,412 1,028,530 April 2018 (a) the Company meeting certain combined constant currency subscription revenue growth and unlevered cash flow margin targets for the year ending December 31, 2020 and (b) the recipient continuing to provide services to the Company through the beginning of April 2021 Three years Fiscal year 2020 3,572 8,930 $ 39.54 — — April 2018 (a) the Company meeting certain combined constant currency subscription revenue growth and unlevered cash flow margin targets for each of the years ending December 31, 2020, December 31, 2021, and December 31, 2022 and (b) the recipient continuing to provide services to the Company through each respective vest date at the beginning of April 2020, 2021 and 2022 Five years Fiscal years 2020, 2021 and 2022 (1) 53,572 133,930 $ 39.54 11,794 29,485 Grant Date Performance Measures Vesting Term Performance Period # of Shares at Target # of Shares at Maximum Grant Date Fair Value per share # of Shares Outstanding at Target (2) # of Shares Outstanding at Maximum (2) February 2019 (a) the Company meeting certain combined constant currency subscription revenue growth and unlevered cash flow margin targets for the year ending December 31, 2021 and (b) the recipient continuing to provide services to the Company through the beginning of February 2022 Three years Fiscal year 2021 13,178 32,945 $ 58.23 13,178 32,945 February 2019 (a) the Company meeting certain combined constant currency subscription revenue growth and unlevered cash flow margin targets for the year ending December 31, 2021 and (b) the recipient continuing to provide services to the Company through the beginning of February 2022 Three years Fiscal year 2021 80,559 201,398 $ 57.27 80,559 201,398 March 2019 (a) the Company meeting certain combined constant currency subscription revenue growth and unlevered cash flow margin targets for the year ending December 31, 2021 and (b) the recipient continuing to provide services to the Company through the beginning of February 2022 Three years Fiscal year 2021 43,136 107,835 $ 56.15 43,136 107,835 June 2019 (a) the Company meeting certain combined constant currency subscription revenue and unlevered cash flow margin targets for the year ending December 31, 2021 and (b) the recipient continuing to provide services to the Company through the beginning of February 2022 Three years Fiscal year 2021 19,143 47,857 $ 54.84 19,143 47,857 (1) One-third of the total eligible shares shall vest on each of the third, fourth and fifth anniversaries of the grant date. This award is a one-time equity award intended to cover expected grant levels over a three-year period. In exchange, the Compensation Committee does not plan to grant any additional equity awards to recipients of this award until 2021. (2) Excludes an aggregate of 244,565 shares at the maximum level and 89,080 shares at the target level of achievement that were forfeited due to termination of employment as of June 30, 2019. |
Summary of Stock-based Compensation Expense | Stock-based compensation expense related to stock options, restricted stock units, the ESPP and performance-based restricted stock units is included in the following line items in the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Cost of revenue $ 1,786 $ 1,021 $ 2,922 $ 2,023 Sales and marketing 6,809 6,545 12,856 12,791 Research and development 4,319 2,417 8,515 4,725 General and administrative 6,237 5,300 11,903 9,787 Restructuring — 749 — 6,185 Total $ 19,151 $ 16,032 $ 36,196 $ 35,511 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease cost related to the Company's operating leases were as follows (in thousands): Three months ended Six months ended June 30, 2019 June 30, 2019 Operating lease cost $ 3,822 $ 7,632 Sublease income (875 ) (1,685 ) Net lease cost $ 2,947 $ 5,947 |
Supplemental Balance Sheet Information of Operating Leases | Supplemental balance sheet information related to the Company's operating leases was as follows (in thousands, except lease term and discount rate): June 30, January 1, 2019 2019 Operating lease right-of-use assets $ 79,838 $ 80,544 Operating lease liabilities (current and non-current) 86,310 82,544 Weighted-average remaining lease term 5 years 5 years Weighted-average incremental borrowing rate 3.3 % 3.3 % |
Maturities of Operating Lease Liabilities | Maturities of the Company's operating lease liabilities at June 30, 2019 were as follows (in thousands): 2019 $ 2,952 2020 16,146 2021 16,108 2022 16,512 2023 16,387 Thereafter 26,128 Total lease payments $ 94,233 Less: Imputed interest (1) (7,923 ) Present value of operating lease liabilities $ 86,310 (1) Calculated using the incremental borrowing rate for each lease. |
Maturities of Leases Under Previous Standard | As previously disclosed in the Company’s 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments for the Company's operating leases at December 31, 2018 , on an undiscounted basis, were as follows (in thousands): Operating Leases 2019 $ 11,576 2020 14,162 2021 14,277 2022 14,823 2023 14,710 Thereafter 17,961 Total minimum lease payments $ 87,509 |
Organization And Summary Of S_3
Organization And Summary Of Significant Accounting Policies (Detail) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2019USD ($)segment | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 09, 2018USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Number of operating segments | segment | 1 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Operating lease liabilities | $ 86,310 | $ 82,544 | ||
Operating right-of-use assets | 79,838 | 80,544 | $ 0 | |
Operating right-of-use assets, net of other liabilities and prepaid expenses | $ 2,000 | |||
De-recognition of previously recorded financing obligation | $ 0 | $ 46,100 | ||
Grovo Learning, Inc. | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
De-recognition of previously recorded financing obligation | $ 46,100 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | Nov. 09, 2018 | Sep. 10, 2018 | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Build-to-suit property capitalized | $ 5,000 | ||||
Facility financing lease obligation recognized | $ 0 | $ 46,100 | |||
Workpop Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash paid in acquisition | $ 18,200 | ||||
Acquisition-related costs | 500 | ||||
Cost basis in investment | $ 500 | ||||
Workpop Inc. | Developed Technology | |||||
Business Acquisition [Line Items] | |||||
Useful life of intangible asset | 3 years | ||||
Grovo Learning, Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash paid in acquisition | $ 22,900 | ||||
Acquisition-related costs | 600 | ||||
Facility financing lease obligation recognized | 46,100 | ||||
Grovo Learning, Inc. | Build to suit property | |||||
Business Acquisition [Line Items] | |||||
Build-to-suit property capitalized | $ 51,100 | ||||
Grovo Learning, Inc. | Developed Technology | |||||
Business Acquisition [Line Items] | |||||
Useful life of intangible asset | 3 years |
Business Combinations - Allocat
Business Combinations - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Nov. 09, 2018 | Sep. 10, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 47,453 | $ 47,453 | ||
Workpop Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 115 | |||
Other assets | 68 | |||
Intangible assets - developed technology | 7,500 | |||
Goodwill | 10,525 | |||
Total purchase price | $ 18,208 | |||
Grovo Learning, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 508 | |||
Accounts receivable | 761 | |||
Property and equipment, net | 51,967 | |||
Other current and non-current assets | 1,001 | |||
Goodwill | 11,034 | |||
Facility financing obligation | (46,100) | |||
Accounts payable, accrued expenses, and other liabilities, current and non-current | (3,465) | |||
Total purchase price | 22,906 | |||
Content Library | Grovo Learning, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets - developed technology | 4,700 | |||
Developed Technology | Grovo Learning, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets - developed technology | $ 2,500 |
Business Combinations - Useful
Business Combinations - Useful Lives of Acquired Assets (Details) - Grovo Learning, Inc. | Nov. 09, 2018 |
Business Acquisition [Line Items] | |
Useful life of property | 25 years |
Content Library | |
Business Acquisition [Line Items] | |
Useful life of intangible asset | 6 years |
Developed Technology | |
Business Acquisition [Line Items] | |
Useful life of intangible asset | 3 years |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (8,805) | $ (12,007) | $ (12,269) | $ (28,223) |
Weighted average common shares outstanding, basic and diluted (in shares) | 59,715 | 57,844 | 59,430 | 57,635 |
Net loss per share, basic and diluted (USD per share) | $ (0.15) | $ (0.21) | $ (0.21) | $ (0.49) |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive Shares Excluded From Calculation of Diluted Net Loss Per (Detail) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 17,445 | 27,822 |
Options to purchase common stock, restricted stock units and performance-based restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 10,199 | 11,222 |
Shares issuable pursuant to employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 103 | 93 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 7,143 | 11,825 |
Common stock warrants | Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 0 | 4,682 |
Investments (Details)
Investments (Details) $ in Thousands | Jun. 30, 2019USD ($)security | Dec. 31, 2018USD ($) |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost Basis | $ 320,851 | $ 334,235 |
Unrealized Gains | 4 | 0 |
Unrealized Losses | 0 | (182) |
Fair Value | $ 320,855 | $ 334,053 |
Weighted average term of maturity | 1 month | 1 month |
Number of positions in a continuous unrealized loss (securities) | security | 0 | |
Cash Equivalent | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 312,857 | $ 129,321 |
Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 7,998 | 204,732 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost Basis | 267,372 | 129,321 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 267,372 | 129,321 |
Money market funds | Cash Equivalent | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 267,372 | 129,321 |
Money market funds | Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost Basis | 7,996 | 58,115 |
Unrealized Gains | 2 | 0 |
Unrealized Losses | 0 | (82) |
Fair Value | 7,998 | 58,033 |
Corporate bonds | Cash Equivalent | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
Corporate bonds | Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 7,998 | 58,033 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost Basis | 19,991 | |
Unrealized Gains | 2 | |
Unrealized Losses | 0 | |
Fair Value | 19,993 | |
U.S. treasury securities | Cash Equivalent | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 19,993 | |
U.S. treasury securities | Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost Basis | 138,826 | |
Unrealized Gains | 0 | |
Unrealized Losses | (100) | |
Fair Value | 0 | 138,726 |
U.S. treasury securities | Cash Equivalent | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | |
U.S. treasury securities | Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 138,726 | |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost Basis | 25,492 | 7,973 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 25,492 | 7,973 |
Commercial paper | Cash Equivalent | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 25,492 | 0 |
Commercial paper | Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 0 | $ 7,973 |
Intangible Assets And Goodwil_2
Intangible Assets And Goodwill - Gross Carrying Amount and Accumulated Amortization of Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 44,684 | $ 44,684 |
Accumulated Amortization | (33,150) | (30,817) |
Net Carrying Amount | 11,534 | 13,867 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 39,984 | 39,984 |
Accumulated Amortization | (32,602) | (30,817) |
Net Carrying Amount | 7,382 | 9,167 |
Content Library | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,700 | 4,700 |
Accumulated Amortization | (548) | 0 |
Net Carrying Amount | $ 4,152 | $ 4,700 |
Intangible Assets And Goodwil_3
Intangible Assets And Goodwill - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Nov. 09, 2018 | Sep. 10, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Amortization expense from finite-lived intangible assets | $ 1,000,000 | $ 0 | $ 2,300,000 | $ 0 | |||
Carrying amount of goodwill | $ 47,453,000 | $ 47,453,000 | $ 47,453,000 | ||||
Workpop Inc. | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Carrying amount of goodwill | $ 10,525,000 | ||||||
Workpop Inc. | Developed technology | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets acquired | 7,500,000 | ||||||
Grovo Learning, Inc. | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Carrying amount of goodwill | $ 11,034,000 | ||||||
Grovo Learning, Inc. | Developed technology | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets acquired | $ 7,200,000 |
Intangible Assets And Goodwil_4
Intangible Assets And Goodwill - Estimated Remaining Intangible Asset Amortization (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2019 | $ 2,094 |
2020 | 4,188 |
2021 | 3,236 |
2022 | 855 |
2023 | 855 |
2024 and thereafter | $ 306 |
Other Balance Sheet Amounts - P
Other Balance Sheet Amounts - Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | $ 79,315 | $ 79,315 | $ 119,451 | |||
Less: accumulated depreciation and amortization | (43,575) | (43,575) | (42,197) | |||
Total property and equipment, net | 35,740 | 35,740 | 77,254 | |||
Leasehold improvements on build to suit property de-recognized | $ 5,000 | |||||
Depreciation expense | 3,000 | $ 2,800 | 5,700 | $ 5,300 | ||
Computer equipment and software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 52,756 | $ 52,756 | 52,055 | |||
Computer equipment and software | Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 3 years | |||||
Computer equipment and software | Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 5 years | |||||
Build to suit property | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 0 | $ 0 | 51,058 | |||
Property and equipment, useful life | 25 years | |||||
Furniture and fixtures | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 5,303 | $ 5,303 | 4,367 | |||
Property and equipment, useful life | 7 years | |||||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 16,645 | $ 16,645 | 9,987 | |||
Leasehold improvements | Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 2 years | |||||
Leasehold improvements | Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 6 years | |||||
Renovation in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | $ 4,611 | $ 4,611 | $ 1,984 |
Other Balance Sheet Amounts - A
Other Balance Sheet Amounts - Accrued Expenses (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |||
Accrued compensation | $ 23,642,000 | $ 31,799,000 | |
Accrued commissions | 9,387,000 | 13,856,000 | |
Accrued interest | 8,625,000 | 8,625,000 | |
Other accrued expenses | 16,031,000 | 14,051,000 | |
Total accrued expenses | 57,685,000 | $ 68,331,000 | |
Amortization of expenses from commissions paid to sales force | 17,400,000 | $ 19,500,000 | |
Impairment cost in relation to costs capitalized | $ 0 | $ 0 |
Fair Value Of Financial Instr_3
Fair Value Of Financial Instruments - Summary of Asset and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 312,857 | $ 129,172 |
Available-for-sale securities | 320,855 | 334,053 |
Assets measured at fair value on a recurring basis | 320,855 | 333,904 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 312,857 | 129,172 |
Assets measured at fair value on a recurring basis | 312,857 | 129,172 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Assets measured at fair value on a recurring basis | 7,998 | 204,732 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Assets measured at fair value on a recurring basis | 0 | 0 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 7,998 | 58,033 |
Corporate bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Corporate bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 7,998 | 58,033 |
Corporate bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 138,726 |
U.S. treasury securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
U.S. treasury securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 138,726 |
U.S. treasury securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 7,973 |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 7,973 |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | $ 0 | $ 0 |
Fair Value Of Financial Instr_4
Fair Value Of Financial Instruments - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market fund value | $ 312.9 | $ 129.2 |
Money market fund maturity date (or less) | 3 months | 3 months |
Convertible Senior Notes At 5.75%, Maturing 2021 | Convertible notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of convertible debt | $ 454.6 |
Debt - Additional Information (
Debt - Additional Information (Detail) - Convertible notes | 1 Months Ended | 6 Months Ended | |||
Dec. 31, 2017USD ($)$ / shares | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Jul. 01, 2018USD ($) | Dec. 31, 2013USD ($) | |
Debt Instrument [Line Items] | |||||
Debt interest rate | 1.50% | 5.75% | |||
Debt discount recorded | $ (3,532,000) | $ (4,348,000) | |||
Transaction costs related to the issuance of Notes | $ 5,430,000 | $ 6,685,000 | |||
Convertible Senior Notes At 5.75%, Maturing 2021 | |||||
Debt Instrument [Line Items] | |||||
Debt gross proceeds | $ 300,000,000 | ||||
Debt interest rate | 5.75% | ||||
Effective interest rate | 98.00% | 6.40% | |||
Net proceeds from the Notes | $ 294,000,000 | ||||
Initial conversion rate | 23.8 | ||||
Conversion price (USD per share) | $ / shares | $ 42 | ||||
Repurchase price of notes | 100.00% | ||||
Debt issuance discount | 2.00% | ||||
Debt discount recorded | $ (6,000,000) | ||||
Transaction costs related to the issuance of Notes | $ 9,200,000 | ||||
Senior Convertible Notes At 1.50%, Maturing 2018 | |||||
Debt Instrument [Line Items] | |||||
Debt gross proceeds | $ 253,000,000 | ||||
Debt interest rate | 1.50% | ||||
Debt repaid upon maturing | $ 253,000,000 |
Debt - Summary of Net Carrying
Debt - Summary of Net Carrying Amount of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Net carrying amount | $ 291,038 | $ 288,967 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal amount | 300,000 | 300,000 |
Unamortized debt discount | (3,532) | (4,348) |
Net carrying amount before unamortized debt issuance costs | 296,468 | 295,652 |
Unamortized debt issuance costs | (5,430) | (6,685) |
Net carrying amount | $ 291,038 | $ 288,967 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense Recognized (Details) - Convertible Debt - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Schedule of Debt Cost and Interest Expense Recognized [Line Items] | |||||
Debt interest rate | 1.50% | 1.50% | 5.75% | ||
Contractual interest expense at 1.5% and 5.75% per annum | $ 4,313 | $ 5,261 | $ 8,625 | $ 10,522 | |
Amortization of debt issuance costs | 632 | 954 | 1,255 | 1,870 | |
Accretion of debt discount | 411 | 2,542 | 815 | 5,052 | |
Total | $ 5,356 | $ 8,757 | $ 10,695 | $ 17,444 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, shares in Millions | 14 Months Ended | |
Dec. 31, 2018 | Nov. 30, 2017 | |
Equity [Abstract] | ||
Authorized share repurchase program amount | $ 100,000,000 | |
Shares repurchased (in shares) | 2.3 | |
Average cost of shares repurchased (USD per share) | $ 43.71 |
Stock-Based Awards - Stock Opti
Stock-Based Awards - Stock Option Activity (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | |
Shares | ||
Beginning balance (in shares) | shares | 3,828 | |
Options, Granted (in shares) | shares | 0 | |
Options, Exercised (in shares) | shares | (270) | |
Options, Forfeited (in shares) | shares | (32) | |
Ending balance (in shares) | shares | 3,526 | 3,828 |
Weighted- Average Exercise Price | ||
Weighted-average exercise price, outstanding at beginning of period (USD per share) | $ 32.41 | |
Weighted average exercise price, granted (USD per share) | 0 | |
Weighted average exercise price, exercised (USD per share) | 37.59 | |
Weighted average exercise price, forfeited (USD per share) | 47.50 | |
Weighted-average exercise price, outstanding at end of period (USD per share) | $ 31.88 | $ 32.41 |
Additional Disclosures | ||
Weighted-average remaining contractual term, outstanding | 3 years 7 months 6 days | 4 years 1 month 6 days |
Aggregate intrinsic value, outstanding | $ | $ 91,853 | $ 70,436 |
Exercisable at end of period (in shares) | shares | 3,511 | |
Weighted average exercise price, exercisable at end of period (USD per share) | $ 31.87 | |
Weighted-average remaining contractual term, exercisable | 3 years 7 months 6 days | |
Aggregate intrinsic value, exercisable at end of period | $ | $ 91,494 | |
Vested and Expected to Vest | ||
Vested and expected to vest at end of period (in shares) | shares | 3,526 | |
Weighted average exercise price, vested and expected to vest at end of period (USD per share) | $ 31.88 | |
Weighted-average remaining contractual term, vested and expected to vest | 3 years 7 months 6 days | |
Aggregate intrinsic value, vested and expected to vest at end of period | $ | $ 91,839 | |
Closing stock price (USD per share) | $ 57.93 | $ 50.43 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Unrecognized compensation expense relating to stock options | $ 100,000 | $ 100,000 | ||
Share based compensation expense | $ 19,151,000 | $ 16,032,000 | $ 36,196,000 | $ 35,511,000 |
Percent purchase price, grant date, ESPP | 85.00% | |||
Percent purchase price, exercise date, ESPP | 85.00% | |||
Employee Stock Option | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Unrecognized compensation expense, expected recognition weighted average period | 9 months 18 days | |||
Restricted Stock Units (RSUs) | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Unrecognized compensation expense, expected recognition weighted average period | 2 years 10 months 24 days | |||
Restricted stock units granted (in shares) | 1,400,000 | |||
Share of non-vested restricted stock units were outstanding (in shares) | 4,500,000 | 4,500,000 | ||
Unrecognized compensation expense related to non-vested restricted stock units | $ 158,000,000 | $ 158,000,000 | ||
Performance Shares | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Unrecognized compensation expense, expected recognition weighted average period | 2 years 6 months | |||
Share based compensation expense | 1,800,000 | $ 3,600,000 | ||
Awarded 2016 and 2017 | Performance Shares | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Unrecognized compensation expense related to performance shares | 0 | 0 | ||
Awarded 2018 | Performance Shares | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Unrecognized compensation expense related to performance shares | $ 21,900,000 | $ 21,900,000 |
Stock-Based Awards - Issuance o
Stock-Based Awards - Issuance of Awards Under New Compensation Award Structure (Details) - Performance Shares - $ / shares | Jun. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Apr. 30, 2018 | Feb. 28, 2018 | Mar. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting term | 3 years | 3 years | 3 years | ||||
Grant date fair value (USD per share) | $ 54.84 | $ 56.15 | $ 41.73 | ||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Accounting grant date (in shares) | 19,143 | 43,136 | 185,270 | ||||
Share of non-vested restricted stock units were outstanding (in shares) | 19,143,000 | 19,143,000 | 43,136,000 | 141,540,000 | |||
Number of shares forfeited due to termination of recipient (in shares) | 89,080 | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Accounting grant date (in shares) | 47,857 | 107,835 | 555,810 | ||||
Share of non-vested restricted stock units were outstanding (in shares) | 47,857,000 | 47,857,000 | 107,835,000 | 424,620,000 | |||
Number of shares forfeited due to termination of recipient (in shares) | 244,565 | ||||||
Performance Period One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting term | 3 years | 3 years | 3 years | ||||
Grant date fair value (USD per share) | $ 58.23 | $ 39.54 | $ 40.64 | ||||
Performance Period One | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Accounting grant date (in shares) | 13,178 | 3,572 | 121,764 | ||||
Share of non-vested restricted stock units were outstanding (in shares) | 13,178,000 | 0 | 121,764,000 | ||||
Performance Period One | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Accounting grant date (in shares) | 32,945 | 8,930 | 304,410 | ||||
Share of non-vested restricted stock units were outstanding (in shares) | 32,945,000 | 0 | 304,410,000 | ||||
Performance Period Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting term | 3 years | 5 years | 5 years | ||||
Grant date fair value (USD per share) | $ 57.27 | $ 39.54 | $ 40.64 | ||||
Performance Period Two | Third Anniversary | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting right percentage | 33.00% | 33.00% | |||||
Performance Period Two | Fourth Anniversary | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting right percentage | 33.00% | 33.00% | |||||
Performance Period Two | Fifth Anniversary | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting right percentage | 33.00% | 33.00% | |||||
Performance Period Two | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Accounting grant date (in shares) | 80,559 | 53,572 | 411,412 | ||||
Share of non-vested restricted stock units were outstanding (in shares) | 80,559,000 | 11,794,000 | 411,412,000 | ||||
Performance Period Two | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Accounting grant date (in shares) | 201,398 | 133,930 | 1,028,530 | ||||
Share of non-vested restricted stock units were outstanding (in shares) | 201,398,000 | 29,485,000 | 1,028,530,000 |
Stock-Based Awards - Stock-Base
Stock-Based Awards - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Share based compensation expense | $ 19,151 | $ 16,032 | $ 36,196 | $ 35,511 |
Cost of revenue | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Share based compensation expense | 1,786 | 1,021 | 2,922 | 2,023 |
Sales and marketing | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Share based compensation expense | 6,809 | 6,545 | 12,856 | 12,791 |
Research and development | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Share based compensation expense | 4,319 | 2,417 | 8,515 | 4,725 |
General and administrative | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Share based compensation expense | 6,237 | 5,300 | 11,903 | 9,787 |
Restructuring | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Share based compensation expense | $ 0 | $ 749 | $ 0 | $ 6,185 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 914 | $ 536 | $ 1,636 | $ 1,069 |
Effective income tax rate | (11.60%) | (4.70%) | (15.40%) | (3.90%) |
Potential reduction in unrecognized tax benefit | $ 1,200 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Other Commitments [Line Items] | ||
Operating lease agreements due in next twelve months | $ 2,952 | |
Operating lease agreements due in year two | 16,146 | |
Operating lease agreements due in year three | 16,108 | |
Operating lease agreements due in year four | 16,512 | |
Operating lease agreements due in year five | 16,387 | |
Operating lease agreements due thereafter | 26,128 | |
Other Contractual Arrangements | ||
Other Commitments [Line Items] | ||
Operating lease agreements due in next twelve months | 100 | |
Operating lease agreements due in year two | 600 | |
Operating lease agreements due in year three | 800 | |
Operating lease agreements due in year four | 800 | |
Operating lease agreements due in year five | 800 | |
Operating lease agreements due thereafter | 5,400 | |
Letter of Credit | Other Contractual Arrangements | ||
Other Commitments [Line Items] | ||
Letters of credit outstanding | $ 7,600 | $ 7,700 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Remaining lease terms | 5 years | 5 years | 5 years |
Operating lease cost | $ 3,822 | $ 7,632 | |
Sublease income | (875) | (1,685) | |
Net lease cost | $ 2,947 | $ 5,947 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease terms | 1 year | 1 year | |
Optional extension period | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease terms | 12 years | 12 years | |
Optional extension period | 5 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information of Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 79,838 | $ 80,544 | $ 0 |
Operating lease liabilities (current and non-current) | $ 86,310 | $ 82,544 | |
Weighted-average remaining lease term | 5 years | 5 years | |
Weighted-average incremental borrowing rate | 3.30% | 3.30% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2019 | $ 2,952 | |
2020 | 16,146 | |
2021 | 16,108 | |
2022 | 16,512 | |
2023 | 16,387 | |
Thereafter | 26,128 | |
Total lease payments | 94,233 | |
Less: Imputed interest | (7,923) | |
Present value of operating lease liabilities | $ 86,310 | $ 82,544 |
Leases - Maturities of Leases U
Leases - Maturities of Leases Under Previous Standard (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 11,576 |
2020 | 14,162 |
2021 | 14,277 |
2022 | 14,823 |
2023 | 14,710 |
Thereafter | 17,961 |
Total minimum lease payments | $ 87,509 |
Deferred Revenue and Remainin_2
Deferred Revenue and Remaining Performance Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue recognized | $ 126 | $ 120 | $ 213.8 | $ 221.5 |
Revenue expected to be recognized from remaining obligations | $ 880.9 | $ 880.9 | ||
Amount of revenue expected to be recognized in the next 18 months | 66.66667% | |||
Period within obligations expected to be recognized | 18 months | 18 months |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Related Party Transactions [Abstract] | ||||
Services provided to related party at no charge | $ 0.8 | $ 1.1 | $ 2 | $ 1.9 |
Uncategorized Items - csod20196
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 18,935,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 18,935,000 |