Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 18, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 1,952,751,305 | ||
Entity Common Stock, Shares Outstanding | 61,281,235 | ||
Documents Incorporated by Reference | Portions of the information called for by Part III of this Form 10-K are hereby incorporated by reference from the Definitive Proxy Statement for the registrant’s annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2019 . | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001401680 | ||
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Cash and cash equivalents | $ 215,907 | $ 183,596 |
Short-term investments | 201,579 | 204,732 |
Accounts receivable, net | 131,105 | 125,300 |
Deferred commissions, current portion | 33,215 | 25,531 |
Prepaid expenses and other current assets | 30,512 | 34,940 |
Total current assets | 612,318 | 574,099 |
Capitalized software development costs, net | 50,023 | 45,416 |
Property and equipment, net | 36,526 | 77,254 |
Operating lease right-of-use assets | 72,944 | |
Deferred commissions, net of current portion | 74,563 | 55,450 |
Long-term investments | 60,192 | 1,250 |
Intangible assets, net | 9,440 | 13,867 |
Goodwill | 47,453 | 47,453 |
Other assets, net | 2,642 | 3,437 |
Total assets | 966,101 | 818,226 |
Current liabilities: | ||
Accounts payable | 3,803 | 11,921 |
Accrued expenses | 78,075 | 70,065 |
Deferred revenue, current portion | 339,522 | 312,526 |
Operating lease liabilities, current portion | 7,235 | |
Other liabilities | 11,015 | 7,645 |
Total current liabilities | 439,650 | 402,157 |
Convertible notes, net | 293,174 | 288,967 |
Deferred revenue, net of current portion | 6,945 | 13,275 |
Operating lease liabilities, net of current portion | 67,195 | |
Facility financing obligation | 0 | 46,100 |
Other liabilities, non-current | 655 | 2,484 |
Total liabilities | 807,619 | 752,983 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 1,000,000 shares authorized, 61,038 and 58,886 shares issued and outstanding at December 31, 2019 and 2018, respectively | 6 | 6 |
Additional paid-in capital | 682,717 | 585,387 |
Accumulated deficit | (524,680) | (520,626) |
Accumulated other comprehensive income | 439 | 476 |
Total stockholders’ equity | 158,482 | 65,243 |
Total liabilities and stockholders’ equity | $ 966,101 | $ 818,226 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock issued (in shares) | 61,038,000 | 58,886,000 |
Common stock outstanding (in shares) | 61,038,000 | 58,886,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenue | $ 576,523 | $ 537,891 | $ 481,985 |
Cost of revenue | 149,215 | 144,349 | 142,867 |
Gross profit | 427,308 | 393,542 | 339,118 |
Operating expenses: | |||
Sales and marketing | 227,733 | 224,635 | 240,271 |
Research and development | 101,151 | 76,981 | 61,975 |
General and administrative | 86,491 | 90,749 | 84,589 |
Restructuring | 0 | 8,946 | 1,539 |
Total operating expenses | 415,375 | 401,311 | 388,374 |
(Loss) income from operations | 11,933 | (7,769) | (49,256) |
Other income (expense): | |||
Interest income | 8,178 | 7,796 | 2,951 |
Interest expense | (21,559) | (28,176) | (14,762) |
Other, net | 84 | (3,098) | 1,478 |
Other expense, net | (13,297) | (23,478) | (10,333) |
Loss before income tax provision | (1,364) | (31,247) | (59,589) |
Income tax provision | (2,690) | (2,595) | (1,746) |
Net loss | $ (4,054) | $ (33,842) | $ (61,335) |
Net loss per share — basic and diluted (usd per share) | $ (0.07) | $ (0.58) | $ (1.07) |
Weighted average common shares outstanding, basic and diluted (in shares) | 60,086 | 58,159 | 57,262 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (4,054) | $ (33,842) | $ (61,335) |
Other comprehensive income, net of tax: | |||
Foreign currency translation adjustment | (441) | (210) | (3,795) |
Net change in unrealized gains (losses) on investments | 404 | 469 | (434) |
Other comprehensive (loss) income, net of tax | (37) | 259 | (4,229) |
Total comprehensive loss | $ (4,091) | $ (33,583) | $ (65,564) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital (Deficit) | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2016 | 56,516,000 | ||||
Beginning balance at Dec. 31, 2016 | $ 26,963 | $ 6 | $ 476,230 | $ (453,719) | $ 4,446 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon the exercise of options (in shares) | 414,000 | ||||
Issuance of common stock upon the exercise of options | 6,777 | $ 0 | 6,777 | ||
Vesting of restricted stock units (in shares) | 1,035,000 | ||||
Shares issued under employee stock purchase plan (in shares) | 182,000 | ||||
Shares issued under employee stock purchase plan | $ 5,621 | 5,621 | |||
Repurchase of common stock (in shares) | (635,000) | (635,000) | |||
Repurchase of common stock | $ (22,599) | (22,599) | |||
Stock-based compensation | 70,922 | 70,922 | |||
Net loss | (61,335) | (61,335) | |||
Other comprehensive income (loss), net of tax | (4,229) | (4,229) | |||
Ending balance (in shares) at Dec. 31, 2017 | 57,512,000 | ||||
Ending 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) | 1,474,000 | ||||
Issuance of common stock upon the exercise of options | 47,816 | 47,816 | |||
Vesting of restricted stock units (in shares) | 1,370,000 | ||||
Shares issued under employee stock purchase plan (in shares) | 181,000 | ||||
Shares issued under employee stock purchase plan | $ 6,422 | 6,422 | |||
Repurchase of common stock (in shares) | (1,651,000) | (1,651,000) | |||
Repurchase of common stock | $ (77,401) | (77,401) | |||
Stock-based compensation | 71,599 | 71,599 | |||
Net loss | (33,842) | (33,842) | |||
Other comprehensive income (loss), net of tax | 259 | 259 | |||
Ending balance (in shares) at Dec. 31, 2018 | 58,886,000 | ||||
Ending balance at Dec. 31, 2018 | $ 65,243 | $ 6 | 585,387 | (520,626) | 476 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon the exercise of options (in shares) | 947,000 | 947,000 | |||
Issuance of common stock upon the exercise of options | $ 34,332 | 34,332 | |||
Vesting of restricted stock units (in shares) | 1,440,000 | ||||
Shares issued under employee stock purchase plan (in shares) | 181,648 | 182,000 | |||
Shares issued under employee stock purchase plan | $ 8,077 | 8,077 | |||
Repurchase of common stock (in shares) | (417,000) | (417,000) | |||
Repurchase of common stock | $ (22,356) | (22,356) | |||
Stock-based compensation | 77,277 | 77,277 | 0 | ||
Net loss | (4,054) | (4,054) | |||
Other comprehensive income (loss), net of tax | (37) | (37) | |||
Ending balance (in shares) at Dec. 31, 2019 | 61,038,000 | ||||
Ending balance at Dec. 31, 2019 | $ 158,482 | $ 6 | $ 682,717 | $ (524,680) | $ 439 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||
Net loss | $ (4,054) | $ (33,842) | $ (61,335) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 41,599 | 35,260 | 35,377 |
Accretion of debt discount and amortization of debt issuance costs | 4,207 | 8,929 | 9,833 |
(Accretion) amortization of purchased investment premium or discount, net | (957) | (160) | 1,135 |
Net foreign currency and other gain | (629) | (440) | (2,461) |
Stock-based compensation expense | 72,430 | 66,557 | 65,924 |
Write-off of capitalized software | 0 | 0 | 1,339 |
Deferred income taxes | 61 | 123 | 52 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (5,554) | 27,199 | (14,317) |
Deferred commissions | (27,241) | (15,316) | (5,249) |
Prepaid expenses and other assets | 12,834 | (11,443) | (2,704) |
Accounts payable | (8,759) | (5,496) | (6,820) |
Accrued expenses | 8,428 | 9,291 | 8,530 |
Deferred revenue | 19,635 | 10,803 | 35,829 |
Other liabilities | 3,549 | (1,212) | 2,377 |
Net cash provided by operating activities | 115,549 | 90,253 | 67,510 |
Cash flows from investing activities | |||
Purchases of marketable investments | (282,426) | (125,109) | (321,913) |
Purchases of non-marketable investments | (9,000) | 0 | (1,500) |
Maturities of investments | 236,401 | 185,733 | 314,418 |
Capital expenditures | (18,034) | (14,895) | (7,100) |
Capitalized software costs | (24,668) | (25,515) | (20,571) |
Cash paid for acquisitions, net of cash acquired | 0 | (41,090) | 0 |
Net cash used in investing activities | (97,727) | (20,876) | (36,666) |
Cash flows from financing activities | |||
Payments of debt issuance costs and proceeds from convertible notes | 0 | (152) | 285,077 |
Repayment of debt | 0 | (253,000) | 0 |
Proceeds from employee stock plans | 42,600 | 54,402 | 12,509 |
Repurchases of common stock | (22,356) | (79,266) | (20,734) |
Payment of tax withholdings for employee stock plans | (5,469) | 0 | 0 |
Net cash provided by (used in) financing activities | 14,775 | (278,016) | 276,852 |
Effect of exchange rate changes on cash and cash equivalents | (286) | (1,341) | 2,580 |
Net increase (decrease) in cash and cash equivalents | 32,311 | (209,980) | 310,276 |
Cash and cash equivalents at beginning of period | 183,596 | 393,576 | 83,300 |
Cash and cash equivalents at end of period | 215,907 | 183,596 | 393,576 |
Supplemental cash flow data | |||
Cash paid for interest | 17,356 | 13,628 | 3,841 |
Cash paid for income taxes | 1,704 | 1,859 | 2,243 |
Non-cash investing and financing activities: | |||
Assets acquired under capital leases and other financing arrangements | 1,276 | 47,070 | 3,467 |
Capitalized assets financed by accounts payable and accrued expenses | 490 | 1,566 | 1,829 |
Capitalized stock-based compensation | $ 4,847 | $ 5,042 | $ 4,998 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | ORGANIZATION 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 people development solutions, delivered as software-as-a-service (“SaaS”). The Company helps organizations around the globe recruit, train, and manage their employees. The Company’s solution 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 customers across all geographies, vertical markets, and market segments. Its Recruiting, Learning, Performance, and HR administration solutions 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 solution for talent mobility, engagement, and development so that HR and leadership can focus on strategic initiatives to help their organizations succeed. The Company’s management has determined that the Company operates in one segment as it only reports financial information on an aggregate and consolidated basis to the Company’s founder and chief executive officer, who is the Company’s chief operating decision maker. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in accordance with accounting standards generally accepted in the United States of America (“GAAP”), and include the accounts of Cornerstone OnDemand, Inc. and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Certain prior period balances have been reclassified to conform to the current year presentation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management evaluates its estimates, including but not limited to those related to: (i) the realization of tax assets and estimates of tax liabilities and reserves, (ii) the recognition and disclosure of contingent liabilities, (iii) the evaluation of revenue recognition criteria, including the determination of standalone value and estimates of the selling price of multiple-deliverables in the Company’s revenue arrangements, (iv) fair values of investments in marketable securities and strategic investments carried at fair value, (v) the fair values of acquired assets and assumed liabilities in business combinations, (vi) the useful lives of property and equipment, capitalized software, and intangible assets, (vii) impairment of long-lived assets, (viii) the period of amortization of the commission payments to record to expense and (ix) determination of the number of shares that are probable of vesting for performance-based restricted stock unit awards (“PRSUs”). These estimates are based on historical data and experience, future expectations, and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Revision of Prior Period Financial Statements During the preparation of the financial statements for the three months ended September 30, 2019 , the Company identified a misstatement in previously issued financial statements. The misstatement related to an error in the measurement of the cumulative effect of the accounting change related to the Company’s January 1, 2018 adoption of Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09” or “Topic 606”) and impacted the January 1, 2018 opening accumulated deficit balance and the related opening balances of deferred commissions assets and accrued expenses. The Company determined that the error was not material to any previously issued financial statements. The Company has revised the December 31, 2018 consolidated balance sheet and the statements of changes in stockholders’ equity for all periods after January 1, 2018 to correct the misstatement as follows (in thousands): December 31, 2018 As Previously Reported Adjustment As Revised Deferred commissions, current portion $ 24,467 $ 1,064 $ 25,531 Total current assets 573,035 1,064 574,099 Deferred commissions, net of current portion 45,444 10,006 55,450 Total assets 807,156 11,070 818,226 Accrued expenses 68,331 1,734 70,065 Total current liabilities 400,423 1,734 402,157 Accumulated deficit (529,962 ) 9,336 (520,626 ) Total stockholders’ equity 55,907 9,336 65,243 Total liabilities and stockholders’ equity 807,156 11,070 818,226 Business Combinations The results of operations of entities acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. The Company determines the estimated fair value of assets acquired and liabilities assumed for an acquisition and allocates the purchase price to its respective net tangible and intangible assets on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Revenue Recognition Effective January 1, 2018, the Company adopted the guidance under Topic 606 using a modified retrospective approach. The Company derives its revenue from the following sources: Subscriptions to the Company’s products and other offerings on a recurring basis Customers pay subscription fees for access to the Company’s enterprise people development solution, other products, and support on a recurring basis. Fees are based on a number of factors, including the number of products purchased, which may include e-learning content, and the number of users having access to a product. The Company generally recognizes revenue from subscriptions ratably over the term of the agreements beginning on the date the subscription service is made available to the customer. Subscription agreements are typically three years, billed annually in advance, and non-cancelable, with payment due within 30 days of the invoice date. Professional services and other The Company offers its customers and implementation partners assistance in implementing its products and optimizing their use. Professional services include application configuration, system integration, business process re-engineering, change management and training services. Services are generally billed up-front on a fixed fee basis and to a lesser degree on a time-and-material basis. These services are generally purchased as part of a subscription arrangement and are typically performed within the first several months of the arrangement. Customers may also purchase professional services at any other time. The Company generally recognizes revenue from fixed fee professional services contracts as services are performed based on the proportion performed to date, relative to the total expected services to be performed. Revenue associated with time-and-material contracts are recorded as such time-and-materials are incurred. Out-of-pocket travel costs related to the delivery of professional services are typically reimbursed by the customer and are accounted for as revenue in the period in which the cost is incurred. The Company recognizes revenue from contracts with customers based on the five steps below. The application of these steps may require the use of certain estimates and judgments, particularly in identifying and evaluating complex or unusual contract terms and conditions that may impact revenue recognition. 1) Identification of the contract, or contracts, with a customer 2) Identification of all performance obligations in the contract 3) Determination of the transaction price 4) Allocation of the transaction price to the performance obligations in the contract 5) Recognition of revenue as the Company satisfies a performance obligation The Company identifies enforceable contracts with a customer when the agreement is signed. Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts, the products sold, customer demographics, geographic locations, and the number and types of users within the Company’s contracts. For arrangements in which the Company resells third-party e-learning training content to customers, revenue is recognized at the gross amount invoiced to customers as (i) the Company is primarily responsible for hosting the content on the Company’s solution for the term of the agreement, (ii) the Company controls the content before access is provided to the customer, and (iii) the Company typically has discretion to establish the price charged. Deferred Revenue The Company records amounts that have been invoiced to its customers in accounts receivable and deferred revenue. The Company records revenue once the revenue recognition criteria described above have been met. Deferred revenue that will be recognized during the succeeding twelve-month period from the respective balance sheet date is recorded as current deferred revenue and the remaining portion is recorded as non-current. Sales 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 customer agreements that gave rise to the commissions. Separate periods of benefit are determined for commissions related to initial contracts and commissions related to renewal contracts. Commissions for initial contracts are deferred on the consolidated balance sheets and amortized on a straight-line basis over a six year benefit period. The Company takes into consideration technology and other factors in estimating the benefit period. Commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contract renewal period. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of operations. Cost of Revenue Cost of revenue consists primarily of costs related to hosting the Company’s products and delivery of professional services, and includes the following: • personnel and related expenses, including stock-based compensation; • expenses for network-related infrastructure and IT support; • delivery of contracted professional services and ongoing customer support staff; • payments to external service providers contracted to perform implementation services; • depreciation of data centers and amortization of capitalized software costs, developed technology software license rights, content and licensing fees, and referral fees. In addition, the Company allocates a portion of overhead, such as rent, IT costs, depreciation and amortization, and employee benefits costs, to cost of revenue based on headcount. Costs associated with providing professional services are recognized as incurred when the services are performed. Out-of-pocket travel costs related to the delivery of professional services are typically reimbursed by the customer and are accounted for as cost of revenue in the period in which the cost is incurred. Cost of revenue also includes fees paid to third-party content providers. Research and Development Research and development expenses consist primarily of personnel and related expenses for the Company’s research and development staff, including salaries, benefits, bonuses, and stock-based compensation; the cost of certain third-party service providers; and allocated overhead. Research and development expenses are expensed as incurred except for certain software development costs which are capitalized when the following criteria are met: the preliminary project stage is completed, management has decided to make the project a part of its future offering and the software will be used to perform the function intended incurred. Advertising Advertising expenses for 2019 , 2018 , and 2017 were $10.8 million , $7.1 million , and $9.0 million , respectively, and are expensed as incurred and recorded within sales and marketing in the accompanying consolidated statements of operations. Stock-Based Compensation The Company measures and recognizes compensation expense for stock-based awards granted to employees and directors using a fair value method, including restricted stock units (“RSUs”), PRSUs, stock options, and purchases under the 2010 Employee Stock Purchase Plan (“ESPP”). For RSUs, and PRSUs with service and performance conditions, fair value is based on the closing price of the Company’s common stock on the date of grant. For PRSUs with service and market conditions, fair value is estimated using a Monte-Carlo simulation. The Company recognizes compensation expense for PRSUs only if it is probable the performance or market conditions will be met, which is dependent upon its expectations of whether future specified financial targets will be achieved. The likelihood of achievement of these targets is assessed at each balance sheet date. Previously recognized compensation expense may be prospectively adjusted if current expectations differ from assessments made in previous periods. Compensation expense, net of estimated forfeitures, is recognized over the requisite service period (which is generally the vesting period) on a straight-line basis for awards with only service conditions and using the accelerated attribution method for awards with both performance or market and service conditions. The Company estimates forfeitures based on its historical experience and regularly reviews the estimated forfeiture rate and makes changes as factors affecting the forfeiture rate calculations and assumptions change. For stock options and ESPP, fair value is estimated using the Black-Scholes option pricing model. The risk-free interest rate is based on the US Treasury yield in effect during the period the award was granted. The expected term for stock options is determined using a simplified approach in which the expected term of an option is presumed to be the mid-point between the vesting date and the expiration date of the option. The expected term for ESPP approximates the term of the offering period. The computation of the expected volatility assumption is based on the historical volatility of the Company’s common stock. The dividend yield is assumed to be zero as the Company has not paid and does not expect to pay dividends for the foreseeable future. Compensation expense is recognized on a straight-line basis over the requisite service period. Due to the full valuation allowance provided on its net deferred tax assets, the Company has not recorded any significant tax benefit attributable to stock-based compensation expense as of December 31, 2019 , 2018 , and 2017 . Capitalized Software Costs The Company capitalizes the costs associated with software developed or obtained for internal use, including costs incurred in connection with the development of its products, when the preliminary project stage is completed, management has decided to make the project a part of its future offering and the software will be used to perform the function intended. These capitalized costs include external direct costs of materials and services consumed in developing or obtaining internal-use software, personnel, and related expenses for employees who are directly associated with internal-use software projects, and, when material, interest costs incurred during the development. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for upgrades to the products are also capitalized. Post-configuration training and maintenance costs are expensed as incurred. Capitalized software costs are amortized to cost of revenue using the straight-line method over an estimated useful life of the software, which is typically three years , commencing when the software is ready for its intended use. The Company does not transfer ownership of or lease its software to its customers. Income Taxes The Company uses the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities, using tax rates expected to be in effect during the years in which the bases differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In determining the need for valuation allowances, the Company considers projected future taxable income and future reversals of existing taxable differences. The Company has recorded a full valuation allowance to reduce its US, UK, New Zealand, Hong Kong, and Brazil net deferred tax assets to zero, as it has determined that it is not more likely than not that any of these net deferred tax assets will be realized based on a history of losses in these jurisdictions. The Company has assessed its income tax positions and recorded tax benefits for all years subject to examination, based upon its evaluation of the facts, circumstances, and information available at each period end. For those tax positions where the Company has determined there is a greater than 50% likelihood that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is determined there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less on the date of purchase to be cash equivalents. Investments in Marketable Securities The cost of marketable securities is determined based on historical cost through the specific identification method and any realized or unrealized gains or losses on investments are reflected as a component of other income (expense). In addition, the Company classifies marketable securities as current or non-current based upon the maturity dates of the securities. Strategic Investments The Company invests in equity securities of various privately-held companies. When the fair value of an investment is not readily determinable, the Company accounts for the investment using the measurement alternative, which is defined as cost, plus or minus changes resulting from observable price changes. If the Company has significant influence or a controlling financial interest over the entity, the investment is accounted for using the equity method. Under the equity method, the Company records its proportionate share of the equity method investee’s income or loss, net of the effects of any basis differences, to other income (expense) on a one-quarter lag in the accompanying consolidated statements of operations. These investments are included in long-term investments on the consolidated balance sheets. Strategic investments are subject to periodic impairment reviews; impairment losses are recorded in other income (expense) in the accompanying consolidated statements of operations. Allowance for Doubtful Accounts The Company bases its allowance for doubtful accounts on its historical collection experience and a review in each period of the status of the then-outstanding accounts receivable. A reconciliation of the beginning and ending amount of allowance for doubtful accounts is as follows (in thousands): 2019 2018 2017 Beginning balance, January 1 $ 2,429 $ 7,478 $ 3,532 Additions and adjustments 1,074 1,691 7,680 Write-offs (2,128 ) (6,740 ) (3,734 ) Ending balance, December 31 $ 1,375 $ 2,429 $ 7,478 The Company recognized bad debt expense of $0.5 million , $0.8 million , and $1.4 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Property and Equipment Property and equipment are recorded at historical cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, generally two years to seven years (refer to Note 7). Leasehold improvements are depreciated on a straight-line basis over their estimated useful lives or the term of the lease. Repair and maintenance costs are charged to expense as incurred, while renewals and improvements are capitalized. Impairment of Long-lived Assets 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. Such triggering events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse change in the extent or manner in which a long-lived asset is being used, a significant adverse change in legal factors or in the business climate, the impact of competition or other factors that could affect the value of a long-lived asset, a significant adverse deterioration in the amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying amount of the asset group, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based upon estimated undiscounted future cash flows. Intangible Assets Identifiable intangible assets primarily consist of acquisition-related intangibles. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives ranging from three to six years , generally using the straight-line method which approximates the pattern in which the economic benefits are consumed. Goodwill Goodwill is not amortized; it is tested for impairment annually, and more frequently upon the occurrence of certain events. The Company performs such testing of goodwill in the fourth quarter of each year, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Convertible Notes In June 2013, the Company issued 1.50% convertible notes due July 1, 2018 with a principal amount of $253.0 million (the “2018 Notes”). The 2018 Notes were paid on July 2, 2018 and are no longer outstanding. In December 2017, the Company issued 5.75% senior convertible notes due July 1, 2021 with a principal amount of $300.0 million (the “2021 Notes”). In accounting for the 2018 Notes at issuance, the Company separated the 2018 Notes into debt and equity components pursuant to the accounting standards for convertible debt instruments that may be fully or partially settled in cash upon conversion. The fair value of the debt component was estimated using an interest rate, with terms similar to the 2018 Notes, excluding the conversion feature. The carrying amount of the liability component was calculated by measuring the fair value of similar liabilities that do not have an associated convertible feature. The excess of the principal amount of the 2018 Notes over the fair value of the debt component was recorded as a debt discount and a corresponding increase in additional paid-in capital. The debt discount is accreted to interest expense over the term of the 2018 Notes using the interest method. The equity component of the 2018 Notes recorded to additional paid-in capital is not to be remeasured as long as it continues to meet the conditions for equity classification. The 2021 Notes were recorded based on the fair value of the proceeds, net of discounts and issuance costs, and will be accreted to face value over the term of the 2021 Notes. Fair Value of Financial Instruments Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) 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. 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 management 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. Observable inputs are based on market data obtained from independent sources. Concentration of Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, debt securities, and accounts receivable. The Company’s deposits exceed federally insured limits. The Company performs ongoing credit evaluations of its customers. For the years ended December 31, 2019 , 2018 , and 2017 , no single customer comprised more than 10% of the Company’s revenue. No single customer had an accounts receivable balance greater than 10% of total accounts receivable at December 31, 2019 or 2018 . Foreign Currency Transactions and Translation Transactions in foreign currencies are translated into US dollars at the rates of exchange in effect at the date of the transaction. Unrealized transaction losses were approximately $(1.2) million , $(0.4) million , and $(3.1) million for the years ended December 31, 2019 , 2018 , and 2017 , respectively, and are included in other, net within other income (expense), in the accompanying consolidated statements of operations. The Company has entities in various countries. For entities where the local currency is different than the functional currency, the local currency financial statements have been remeasured from the local currency into the functional currency using the current exchange rate for monetary accounts and historical exchange rates for non-monetary accounts, with exchange differences on remeasurement included in other income (expense). To the extent that the functional currency of the Company’s subsidiaries is different than the US dollar, the financial statements have then been translated into US dollars using period-end exchanges rates for assets and liabilities and average exchanges rates for the results of operations. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income in the consolidated balance sheets. 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 significant residual value guarantees, significant 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 right-of-use (“ROU”) assets and operating lease liabilities in the accompanying consolidated balance sheets. Operating ROU assets represent the Company’s right to use the underlying asset for the lease term. 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 an estimated incremental borrowing rate. Lease payments are typically discounted at an estimated 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. Recently Adopted Accounting Pronouncements 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 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 consolidated balance sheets. There was no impact upon adoption to the 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 12 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 was complete and the Company was leasing the constructed asset but previously did not qualify for sale accounting. The lease for this facility was treated as an operating lease upon the adoption of ASU 2016-02 and was included in the operating lease liabilities and ROU assets recorded on adoption. Accounting Pronouncements Pending Adoption In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments,” (“ASU 2016-13”). The ASU requires recognition of an estimate of lifetime expected credit losses as an allowance. Adoption of the standard will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of January 1, 2020, the effective date, to al |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 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, none of which is expected to be deductible for tax purposes. The goodwill generated from these transactions is primarily attributable to the ability to expand the Company’s product portfolio. 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 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. In connection with the merger, the Company paid cash consideration of approximately $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 recognized an immaterial loss, which was included in general and administrative expenses in the consolidated statements 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 three 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. 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 Company acquired Grovo to expand its Cornerstone Content Anytime subscription offerings which are accessed through the Cornerstone Learning suite. In connection with the acquisition, the Company paid cash consideration of $22.9 million . 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, including related leasehold improvements, and was deemed to be the owner of the entire project for accounting purposes. In connection with the Company’s accounting for this transaction, the Company capitalized $51.1 million as a build-to-suit property within property and equipment, net, and recognized a corresponding facility financing lease obligation for approximately $46.1 million . However, due to the adoption of 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 and accounted for as an operating lease (refer to Notes 2 and 14 for additional information). The intangible assets related to the content library and developed technology are amortized on a straight-line basis over six and three years , respectively. Pro forma results of operations have not been presented because the effects of this acquisition were not material to the Company’s financial results. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2019 2018 2017 Net loss $ (4,054 ) $ (33,842 ) $ (61,335 ) Weighted-average shares of common stock outstanding 60,086 58,159 57,262 Net loss per share — basic and diluted $ (0.07 ) $ (0.58 ) $ (1.07 ) 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. 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): December 31, 2019 2018 2017 Options to purchase common stock, restricted stock units and performance-based restricted stock units 8,359 9,869 10,143 Shares issuable pursuant to employee stock purchase plan 94 97 114 Convertible notes 7,143 7,143 11,825 Common stock warrants — 936 4,682 Total shares excluded from net loss per share 15,596 18,045 26,764 |
Investments
Investments | 12 Months Ended |
Dec. 31, 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 sufficient to meet cash flow requirements. The following is a summary of investments, including those that meet the definition of a cash equivalent, as of December 31, 2019 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current assets: Cash $ 67,818 $ — $ — $ 67,818 Cash equivalents: Money market funds 126,075 — — 126,075 Corporate bonds 1,000 — — 1,000 Agency bonds 6,485 1 — 6,486 Commercial paper 9,609 — (1 ) 9,608 Certificates of deposit 171 — — 171 US treasury securities 4,749 — — 4,749 Total cash equivalents 148,089 1 (1 ) 148,089 Total cash and cash equivalents 215,907 1 (1 ) 215,907 Short-term investments: Corporate bonds 103,130 110 (7 ) 103,233 Agency bonds 3,966 2 — 3,968 US treasury securities 50,703 62 (1 ) 50,764 Commercial paper 23,827 1 — 23,828 Certificates of deposit 3,936 2 (1 ) 3,937 Asset-backed securities 15,837 12 — 15,849 Total short-term investments 201,399 189 (9 ) 201,579 Long-term investments: Corporate bonds 19,407 12 (4 ) 19,415 US treasury securities 19,300 25 — 19,325 Asset-backed securities 11,693 10 (1 ) 11,702 Strategic investments 9,750 — — 9,750 Total long-term investments $ 60,150 $ 47 $ (5 ) $ 60,192 The following is a summary of investments, including those that meet the definition of a cash equivalent, as of December 31, 2018 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current assets: Cash $ 54,275 $ — $ — $ 54,275 Cash equivalents: Money market funds 129,321 — — 129,321 Total cash equivalents 129,321 — — 129,321 Total cash and cash equivalents 183,596 — — 183,596 Short-term investments: Corporate bonds 58,115 — (82 ) 58,033 US treasury securities 138,826 — (100 ) 138,726 Commercial paper 7,973 — — 7,973 Total short-term investments 204,914 — (182 ) 204,732 Long-term investments: Strategic investments 1,250 — — 1,250 Total long-term investments $ 1,250 $ — $ — $ 1,250 As of December 31, 2019 , the Company’s investment in corporate bonds and US treasury securities had a weighted-average maturity date of approximately five months . Unrealized gains and losses on investments were not significant individually or in aggregate, and the Company does not believe the unrealized losses represent other-than-temporary impairments as of December 31, 2019 . Strategic Investments In December 2019, the Company made a minority investment in a privately-held company, Talespin, Inc., for $8.0 million , representing approximately 13% equity ownership. The investment is accounted for using the equity method of accounting due to the Company’s ability to exercise significant influence. The Company’s non-marketable investments are composed of the following (in thousands): December 31, 2019 2018 Accounted for at cost, adjusted for observable price changes $ 1,750 $ 1,250 Accounted for using the equity method 8,000 — Total non-marketable investments $ 9,750 $ 1,250 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 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 (in thousands): December 31, 2019 December 31, 2018 Weighted Average Useful Life (years) Gross Accumulated Net Gross Accumulated Net Developed technology 3.1 $ 39,984 $ (34,268 ) $ 5,716 $ 39,984 $ (30,817 ) $ 9,167 Content library 5.5 4,700 (976 ) 3,724 4,700 — 4,700 Total $ 44,684 $ (35,244 ) $ 9,440 $ 44,684 $ (30,817 ) $ 13,867 Total amortization expense from finite-lived intangible assets was $4.4 million , $0.8 million , and $7.4 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. The amortization expense recognized was related to developed technology and was recorded in cost of revenue. The following table presents the Company’s estimate of remaining amortization expense for finite-lived intangible assets that existed as of December 31, 2019 (in thousands): 2020 $ 4,188 2021 3,236 2022 855 2023 855 2024 306 Estimated remaining amortization expense $ 9,440 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. There were no impairment charges related to identifiable intangible assets in the years ended December 31, 2019 , 2018 , and 2017 . Goodwill The carrying amount of goodwill as of December 31, 2019 was $47.5 million . There were no additions to goodwill during the year ended December 31, 2019 . Based on the results of the annual impairment test, no impairment of goodwill existed at December 31, 2019 or 2018 . |
Other Balance Sheet Amounts
Other Balance Sheet Amounts | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Other Balance Sheet Amounts | OTHER BALANCE SHEET AMOUNTS The components of property and equipment, net is as follows (in thousands): Useful Life December 31, 2019 2018 Computer equipment and software 3 – 5 years $ 57,474 $ 52,055 Furniture and fixtures 7 years 6,096 4,367 Leasehold improvements 2 – 6 years 22,800 9,987 Renovation in progress n/a 8 1,984 Build-to-suit property 25 years — 51,058 Total property and equipment, gross 86,378 119,451 Less: accumulated depreciation and amortization (49,852 ) (42,197 ) Total property and equipment, net $ 36,526 $ 77,254 Depreciation expense for the years ended December 31, 2019 , 2018 , and 2017 was $11.8 million , $10.2 million , and $10.3 million , respectively. Accrued Expenses The balance of accrued expenses is as follows (in thousands): December 31, 2019 2018 Accrued compensation $ 33,626 $ 31,799 Accrued commissions 18,834 15,590 Other accrued expenses 16,990 14,051 Accrued interest 8,625 8,625 Total accrued expenses $ 78,075 $ 70,065 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 customer agreements that gave rise to the commissions. During the years ended December 31, 2019 , 2018 , and 2017 , the Company recognized $36.3 million , $37.9 million , and $38.1 million in commissions expense to sales and marketing expense, respectively. Capitalized Software Development Costs During the years ended December 31, 2019 , 2018 , and 2017 , the Company capitalized $29.8 million , $31.6 million , and $24.3 million , respectively, of software development costs to the consolidated balance sheets. During the years ended December 31, 2019 , 2018 , and 2017 , the Company amortized $25.2 million , $23.5 million , and $17.6 million to cost of revenue, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS Assets and liabilities measured at fair value on a recurring basis included the following (in thousands): December 31, 2019 December 31, 2018 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 148,089 $ 148,089 $ — $ — $ 129,321 $ 129,321 $ — $ — Certificate of deposit 3,937 3,937 — — — — — — Corporate bonds 122,648 — 122,648 — 58,033 — 58,033 — Agency bonds 3,968 — 3,968 — — — — — US treasury securities 70,089 — 70,089 — 138,726 — 138,726 — Commercial paper 23,828 — 23,828 — 7,973 — 7,973 — Asset-backed securities 27,551 — 27,551 — — — — — $ 400,110 $ 152,026 $ 248,084 $ — $ 334,053 $ 129,321 $ 204,732 $ — At December 31, 2019 and 2018 , cash equivalents of $148.1 million and $129.3 million , respectively, consisted of money market funds with original maturity dates of three months or less backed by US Treasury bills, as well as corporate bonds, agency bonds, commercial paper, certificates of deposit, and US treasury securities. As of December 31, 2019 , agency bonds, asset-backed securities, corporate bonds, US treasury securities, and commercial paper were classified within Level 2 of the fair value hierarchy. The bonds were valued using information obtained from pricing services, which obtained quoted market prices from a variety of industry data providers, security master files from large financial institutions, and other third-party sources. The Company performed supplemental analysis to validate information obtained from its pricing services. As of December 31, 2019 , no adjustments were made to such pricing information. Convertible Notes The Company’s 2021 Notes, described below, are presented in the accompanying 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 December 31, 2019 was $452 million |
Debt and Other Financing Arrang
Debt and Other Financing Arrangements | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt and Other Financing Arrangements | DEBT AND OTHER FINANCING ARRANGEMENTS 2021 Senior Convertible Notes In 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. The Company received net proceeds of $284.9 million , net of a discount of $6.0 million and issuance costs of $9.1 million . The debt discount is being accreted to interest expense over the term of the 2021 Notes using the interest method. The issuance costs were deferred and are being amortized to interest expense over the same term. The 2021 Notes are governed by an Indenture, dated December 8, 2017 between the Company and US Bank National Association, as trustee (the “2017 Indenture”). The 2021 Notes mature on July 1, 2021, unless earlier repurchased or converted. Interest is payable semi-annually in arrears on January 1 and July 1, commencing January 1, 2018. The 2021 Notes are convertible at an initial conversion rate of 23.8095 shares of the Company’s common stock per $1,000 principal amount of the 2021 Notes, which represents an initial conversion price of $42.00 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 2021 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 net carrying amounts of the liability components of the 2021 Notes consist of the following (in thousands): December 31, 2019 December 31, 2018 Principal amount $ 300,000 $ 300,000 Unamortized debt discount (2,691 ) (4,348 ) Net carrying amount before unamortized debt issuance costs 297,309 295,652 Unamortized debt issuance costs (4,135 ) (6,685 ) Net carrying value $ 293,174 $ 288,967 The effective interest rate of the liability component is 6.4% for the 2021 Notes. The following table presents the interest expense recognized related to the 2018 Notes and the 2021 Notes (in thousands): Year Ended December 31, 2019 2018 2017 Contractual interest expense $ 17,250 $ 19,147 $ 4,897 Amortization of debt issuance costs 2,550 3,086 1,472 Accretion of debt discount 1,657 5,843 8,360 Total $ 21,457 $ 28,076 $ 14,729 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS ’ EQUITY Capitalization As of December 31, 2019 , the Company’s authorized stock consists of 1,000,000,000 shares of common stock, par value of $0.0001 per share, and 50,000,000 shares of preferred stock, par value of $0.0001 per share. No shares of preferred stock were issued or outstanding at December 31, 2019 and 2018 . Share Repurchase Programs In August 2019, the Company’s board of directors authorized a $150.0 million share repurchase program of its common stock. The 2019 Share Repurchase Program is set to terminate when the aggregate cost of shares repurchased under the 2019 Share Repurchase Program reaches $150.0 million . Share repurchases may be executed through various means, including, without limitation, open market transactions, privately negotiated transactions or otherwise. The timing and amount of any share repurchase will depend on share price, corporate and regulatory requirements, economic and market conditions, and other factors. At January 1, 2020, shares representing $127.6 million remained available for repurchase under the 2019 Share Repurchase Program. The following is a summary of activity under all of the Company’s repurchase programs (in thousands): Period 2019 2018 2017 Total shares repurchased 417 1,651 635 Total cost of repurchased shares 1 $ 22,356 $ 77,401 $ 22,599 1 52,551 shares were repurchased and settled in the fourth quarter of 2017. Cash of $1.9 million owed for these shares was not paid until the first quarter of 2018. |
Stock-Based Awards
Stock-Based Awards | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Awards | STOCK-BASED AWARDS 1999 and 2009 Plans In November 1999, the Company adopted the 1999 Stock Plan (“1999 Plan”) as amended. In January 2009, the Company adopted the 2009 Plan (“2009 Plan”) as amended. Stock options granted under the 1999 and 2009 Plans may be incentive stock options or non-statutory stock options. At December 31, 2019 , no new shares are issuable under the 1999 and 2009 Plans. 2010 Plan In March 2011, the Company adopted the 2010 Stock Plan (“2010 Plan”) and ceased granting awards under the 1999 and 2009 Plans. The 1999 and 2009 Plans continue to govern the terms and conditions of the outstanding awards previously granted under each respective plan. The maximum number of shares of common stock to be added to the 2010 Plan from the 1999 and 2009 Plans is 5,614,369 . The 2010 Plan was amended and restated in 2019. The amended and restated 2010 Plan removed the provision which allowed for an annual increase of shares available for issuance on the first day of each fiscal year beginning with 2012 and ending with 2019, by an amount equal to the lesser of 5,500,000 shares, 4.5% of the outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year, or such other amount as the Company’s board of directors determined. Shares issued pursuant to awards under the 2010 Plan that are repurchased by the Company or that expire or are forfeited, as well as shares used to pay the exercise price of an award or to satisfy the minimum tax withholding obligations related to an award, will become available for future grant or sale under the 2010 Plan. In addition, to the extent that an award is paid out in cash rather than shares, such cash payment will not reduce the number of shares available for issuance under the 2010 Plan. The 2010 Plan permits the grant of incentive stock options to employees and the grant of non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance units, and performance shares to the Company’s employees, directors, and consultants. Under the 2010 Plan, 5,492,602 shares remained available for issuance at December 31, 2019 . Stock Options Stock options vest upon achievement of service conditions. The exercise price of stock options granted under the 2010 Plan must equal at least the fair market value of the Company’s common stock on the date of grant. The term of an incentive stock option may not exceed ten years . The fair value of each option grant is estimated on the date of grant using a Black-Scholes option pricing model. Stock option activity is summarized as follows (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 (947 ) 36.21 Forfeited (30 ) 49.43 Outstanding, December 31, 2019 2,851 $ 30.97 3.1 78,580 Exercisable at December 31, 2019 2,844 $ 30.97 3.1 $ 78,453 Vested and expected to vest at December 31, 2019 2,849 $ 30.97 3.1 $ 78,575 1 Based on the Company’s closing stock price of $58.55 on December 31, 2019 and $50.43 on December 31, 2018. The total intrinsic value of options exercised during the years ended December 31, 2019 , 2018 , and 2017 was $20.4 million , $25.8 million , and $9.2 million , respectively. The total fair value of stock options vested during the years ended December 31, 2019 , 2018 , and 2017 was $0.7 million , $5.5 million , and $15.4 million , respectively. Unrecognized compensation expense relating to stock options was $0.1 million at December 31, 2019 which is expected to be recognized over a weighted-average period of 0.3 years . There were no stock options granted for the years ended December 31, 2019 , 2018 , and 2017 . Restricted Stock Units RSU activity is summarized as follows (shares in thousands): Number of Shares Weighted- Average Grant Date Fair Value Unvested shares at December 31, 2018 4,117 $ 41.94 Granted 1,589 55.69 Forfeited (510 ) 45.72 Vested (1,440 ) 40.61 Unvested shares at December 31, 2019 3,756 $ 47.76 The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2019 , 2018 , and 2017 was $55.69 , $46.17 , and $37.99 , respectively. The total fair value of RSUs vested as of the vesting dates during the years ended December 31, 2019 , 2018 , and 2017 was $58.4 million , $49.9 million , and $37.2 million , respectively. Unrecognized compensation expense related to unvested RSUs was $127.2 million at December 31, 2019 , which is expected to be recognized over a weighted-average period of 2.6 years . Performance-Based Restricted Stock Units PRSU activity is summarized as follows (shares in thousands): Number of Shares Weighted- Average Grant Date Fair Value Unvested shares at December 31, 2018 1,924 $ 40.81 Granted 390 56.74 Forfeited (562 ) 41.29 Vested — — Unvested shares at December 31, 2019 1 1,752 $ 44.21 1 Assumes maximum achievement of the specified financial targets. The weighted-average grant date fair value of PRSUs granted during the years ended December 31, 2019 , 2018 , and 2017 was $56.74 , $40.53 , and $41.73 , respectively. Unrecognized compensation expense related to unvested PRSUs was $16.9 million at December 31, 2019 , which is expected to be recognized over a weighted-average period of 1.7 years . Employee Stock Purchase Plan Under the Company’s 2010 ESPP, eligible employees are granted the right to purchase shares at the lower of 85% of the fair value of the stock at the time of grant or 85% of the fair value at the time of exercise. The right to purchase shares is granted semi-annually for six month offering periods each June and December. Under the ESPP, 3,846,143 shares remained available for issuance at December 31, 2019 . During the year ended December 31, 2019 , approximately 181,648 shares were purchased under the ESPP at a weighted-average price of $44.47 per share, resulting in cash proceeds of $8.1 million . The fair value of stock purchase rights granted under the ESPP was estimated using a Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2019 2018 2017 Dividend yield None None None Expected volatility 25.2 % - 34.4 % 30.0% - 37.9 % 25.6 % - 37.9 % Risk-free interest rate 1.6 % - 2.5 % 1.5 % - 2.5 % 0.6 % - 1.5 % Expected term (in years) 0.5 0.5 0.5 Grant date fair value per share $12.33 - $13.07 $9.19 - $12.33 $8.28 - $9.73 Stock-Based Compensation The following tables show stock-based compensation expense by award type and where the expense was recorded in the accompanying consolidated statements of operations (in thousands): Year Ended December 31, 2019 2018 2017 Options $ 608 $ 4,839 $ 13,946 RSUs 66,880 53,164 44,149 PRSUs 7,468 5,512 11,229 ESPP 2,321 1,857 1,598 Restructuring — 6,227 — Less: capitalized stock-based compensation (4,847 ) (5,042 ) (4,998 ) Total $ 72,430 $ 66,557 $ 65,924 Year Ended December 31, 2019 2018 2017 Cost of revenue $ 6,282 $ 4,218 $ 4,904 Sales and marketing 27,780 24,440 28,521 Research and development 16,003 11,800 9,630 General and administrative 22,365 19,872 22,869 Restructuring — 6,227 — Total $ 72,430 $ 66,557 $ 65,924 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The components of the Company’s loss before provision for income taxes are as follows (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 3,188 $ (21,174 ) $ (32,853 ) Foreign (4,552 ) (10,073 ) (26,736 ) Loss before provision for income taxes $ (1,364 ) $ (31,247 ) $ (59,589 ) The components of the provision for income taxes attributable to continuing operations are as follows (in thousands): Year Ended December 31, 2019 2018 2017 Current income tax provision: Federal $ — $ — $ — State 225 204 114 Foreign 2,467 2,514 1,580 Total current income tax provision 2,692 2,718 1,694 Deferred income tax benefit: Federal $ — — $ — State — — — Foreign (2 ) (123 ) 52 Total deferred income tax benefit (2 ) (123 ) 52 Total income tax provision $ 2,690 $ 2,595 $ 1,746 On a consolidated basis, the Company has incurred operating losses and has recorded a full valuation allowance against its US, UK, New Zealand, Hong Kong, and Brazil deferred tax assets for all periods to date and, accordingly, has not recorded a provision (benefit) for income taxes for any of the periods presented other than a provision (benefit) for certain foreign and state income taxes. Certain foreign subsidiaries and branches of the Company provide intercompany services and are compensated on a cost-plus basis, and therefore, have incurred liabilities for foreign income taxes in their respective jurisdictions. The differences in the total provision for income taxes that would result from applying the 21% federal statutory rate beginning in 2018 and 34% federal statutory rate in 2017 to loss before provision for income taxes and the reported provision for income taxes are as follows (in thousands): Year Ended December 31, 2019 2018 2017 US Federal tax benefit at statutory rates $ (286 ) $ (6,562 ) $ (20,260 ) State income taxes, net of federal tax benefit 240 (248 ) (806 ) Foreign rate differential 2,883 2,764 5,220 Stock based compensation (1,261 ) 3,029 3,182 Other permanent differences 479 280 (494 ) Deferred adjustments / US rate change (442 ) 1,430 7,811 Other (190 ) 130 262 Valuation allowance 1,267 1,772 6,831 Total income tax provision $ 2,690 $ 2,595 $ 1,746 Major components of the Company’s deferred tax assets (liabilities) are as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Accrued expenses $ 2,427 $ 2,353 Long-lived intangible assets and fixed assets - basis difference 25,178 22,947 Net operating loss carryforwards 81,575 82,017 Stock-based compensation 15,398 15,172 Operating lease liabilities 17,281 — Deferred revenue 3,258 2,861 Other 5,100 4,557 Total deferred tax assets 150,217 129,907 Valuation allowance (116,915 ) (117,058 ) Deferred tax assets, net of valuation allowance 33,302 12,849 Deferred tax liabilities: Prepaid expenses and deferred commissions (14,502 ) (10,831 ) Operating right-of-use assets (16,960 ) — Other (795 ) (976 ) Total deferred tax liabilities (32,257 ) (11,807 ) Net deferred tax assets $ 1,045 $ 1,042 At December 31, 2019 , the Company had federal, state, and foreign net operating losses of approximately $256.8 million , $275.5 million , and $89.7 million , respectively. The federal net operating loss carryforward will begin expiring in 2022, the state net operating loss carryforward will begin expiring in 2020, and the foreign net operating loss has an unlimited carryforward period. The Internal Revenue Code of 1986, as amended, imposes substantial restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Due to the effects of historical equity issuances, the Company has determined that the future utilization of a portion of its net operating losses is limited annually pursuant to IRC Section 382. The Company has determined that none of its net operating losses will expire because of the annual limitation. The Company has recorded a full valuation allowance against its otherwise recognizable US, UK, New Zealand, Hong Kong, and Brazil deferred income tax assets as of December 31, 2019 . Management has determined, after evaluating all positive and negative historical and prospective evidence, that it is more likely than not that these assets will not be realized. The net (decrease) increase to the valuation allowance of $(0.1) million , $(1.5) million , and $6.8 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively, was primarily due to additional net operating losses generated by the Company. Deferred income taxes have not been provided on the undistributed earnings of the Company’s foreign subsidiaries because the Company’s practice and intent is to permanently reinvest these earnings. The cumulative amount of such undistributed earnings was $5.3 million and $3.1 million at December 31, 2019 and December 31, 2018 , respectively. Any future distribution of these non-US earnings may subject the Company to state income taxes, as adjusted for tax credits, and foreign withholding taxes that the Company estimates would be $0.1 million and $0.1 million at December 31, 2019 and 2018 , respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2019 2018 2017 Balance at January 1 $ 1,402 $ 1,271 $ 276 Increases for tax positions related to the current year — 131 995 Decreases for tax positions related to the current year (1,402 ) — — Balance at December 31 $ — $ 1,402 $ 1,271 The provision for uncertain tax positions relates to business in territories outside of the US. The Company’s policy is to classify interest and penalties on uncertain tax positions as a component of tax expense. The Company does not expect the change in uncertain tax positions to have a material impact on its financial position, results of operations, or liquidity. The Company is subject to US federal income tax as well as to income tax in multiple state and foreign jurisdictions, including the UK. Federal income tax returns of the Company are subject to IRS examination for the 2016 through 2019 tax years. State income tax returns are subject to examination for the 2015 through 2019 tax years. Currently, an audit is occurring in the United Kingdom for the year ended December 31, 2017. There are no ongoing audits in any other significant foreign tax jurisdictions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Letters of Credit The Company maintains standby letters of credit in association with other contractual arrangements. Total letters of credit outstanding at December 31, 2019 and December 31, 2018 was $8.3 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 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 any liabilities that are reasonably possibly related to any legal proceedings or claims that would individually or in the aggregate materially adversely affect its financial condition or operating results. Taxes From time to time, various federal, state, and other jurisdictional tax authorities undertake review of the Company and its filings. In evaluating the exposure associated with various tax filing positions, the Company accrues charges for possible exposures. The Company believes any adjustments that may ultimately be required as a result of any of these reviews will not be material to its consolidated financial statements. |
Leases
Leases | 12 Months Ended |
Dec. 31, 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 year 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 1 year to 5 years or more. The components of lease cost related to the Company’s operating leases were as follows (in thousands): Year Ended December 31, 2019 Operating lease cost $ 15,209 Sublease income (3,744 ) Net lease cost $ 11,465 Supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2019 Cash paid for operating leases $ 19,524 Right-of-use assets obtained in exchange for lease obligations 86,120 Supplemental balance sheet information related to the Company’s operating leases was as follows (in thousands, except lease term and discount rate): December 31 2019 Operating lease right-of-use assets $ 72,944 Operating lease liabilities (current and non-current) $ 74,430 Weighted-average remaining lease term 6 years Weighted-average incremental borrowing rate 3.3 % Maturities of the Company’s operating lease liabilities at December 31, 2019 were as follows (in thousands): 2020 $ 9,434 2021 16,054 2022 15,680 2023 15,676 2024 7,937 Thereafter 18,114 Total lease payments 82,895 Less: Imputed interest 1 (8,465 ) Present value of operating lease liabilities $ 74,430 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 |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
401(k) Savings Plan | 401(K) SAVINGS PLAN The Company has a defined contribution savings plan (the “Plan”) under Section 401(k) of the Internal Revenue Code. The Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the Plan may be made at the discretion of the Board of Directors. The Plan provides for a Company matching contribution in an amount equal to 50% of an employee’s contributions up to $2,400 per year, which vests fully after the four th year of employment. The Company incurred approximately $2.2 million , $2.0 million , and $2.0 million of matching contribution expenses related to the Plan during the years ended December 31, 2019 , 2018 , and 2017 , respectively. |
Deferred Revenue and Remaining
Deferred Revenue and Remaining Performance Obligations | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue and Remaining Performance Obligations | DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS The Company recognized $311.8 million and $301.9 million of revenue during the twelve months ended December 31, 2019 and 2018 , respectively, that was included in the deferred revenue balances as of December 31, 2018 and January 1, 2018, respectively. Transaction Price Allocated to Remaining Performance Obligations As of December 31, 2019 , approximately $962.4 million of revenue is expected to be recognized from remaining performance obligations. This amount mainly comprises subscription revenue, with less than 2% 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 customer without significant penalty, (ii) future billings for time and material contracts, and (iii) amounts associated with optional renewal periods. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | SEGMENT AND GEOGRAPHIC INFORMATION The Company’s management has determined that the Company operates in one segment as it only reports financial information on an aggregate and consolidated basis to its chief executive officer, who is the chief operating decision maker. The Company presents its entity-wide information in the tables below. The following table sets forth the Company’s sources of revenue (dollars in thousands): Year Ended December 31, 2019 2018 2017 Subscription revenue $ 542,968 $ 473,052 $ 396,764 Professional services revenue 33,555 64,839 85,221 Total revenue $ 576,523 $ 537,891 $ 481,985 Revenue by geographic region, which is generally based on the address of the Company’s customers as defined in their master subscription agreements, is set forth below (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 375,713 $ 343,205 $ 313,729 All other countries 200,810 194,686 168,256 Total revenue $ 576,523 $ 537,891 $ 481,985 Property and equipment by region is set forth below (in thousands): December 31, 2019 2018 United States $ 26,479 $ 69,550 United Kingdom 4,287 3,558 All other countries 5,760 4,146 Total property and equipment, net $ 36,526 $ 77,254 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS The Cornerstone OnDemand Foundation (the “Foundation”) empowers communities in the US and internationally by increasing the impact of the non-profit sector through the utilization of people development technology including the Company’s products. The Company’s founder and 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 years ended December 31, 2019 , 2018 , and 2017 , the Company provided at no charge certain resources to the Foundation, with approximate values of $3.5 million , $3.7 million , and $3.4 million |
Selected Quarterly Data (Unaudi
Selected Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Data (Unaudited) | SELECTED QUARTERLY DATA (UNAUDITED) The following figures from our unaudited quarterly consolidated statements of operations have been prepared on a basis consistent with the Company’s audited annual consolidated financial statements and include, in the opinion of management, all normal recurring adjustments necessary for the fair presentation of the financial information contained in these statements. Quarter Ended (in thousands, except per share data) Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31, Revenue $ 133,113 $ 132,517 $ 134,014 $ 138,247 $ 140,117 $ 141,860 $ 144,952 $ 149,594 Gross profit 96,093 96,152 97,843 103,454 106,422 101,673 107,785 111,428 (Loss) income from operations (8,846 ) (3,095 ) 1,574 2,598 1,231 (3,594 ) 3,713 10,583 Net (loss) income $ (16,216 ) $ (12,007 ) $ (2,447 ) $ (3,173 ) $ (3,464 ) $ (8,805 ) $ (1,217 ) $ 9,432 Net (loss) income per share, basic $ (0.28 ) $ (0.21 ) $ (0.04 ) $ (0.05 ) $ (0.06 ) $ (0.15 ) $ (0.02 ) $ 0.16 Net (loss) income per share, diluted $ (0.28 ) $ (0.21 ) $ (0.04 ) $ (0.05 ) $ (0.06 ) $ (0.15 ) $ (0.02 ) $ 0.15 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On February 24, 2020, the Company entered into a definitive agreement to acquire Saba Software, Inc. (“Saba”) for an aggregate purchase price of approximately $1.395 billion , consisting of $1.33 billion in cash, subject to certain adjustments, and 1,110,352 shares of common stock of the Company. The acquisition is expected to close in the second quarter of 2020 and is subject to customary closing conditions, including regulatory approval. In connection with the acquisition, on February 24, 2020, the Company obtained a debt commitment letter with Morgan Stanley Senior Funding, Inc., Credit Suisse AG, Cayman Island Branch, Bank of America, N.A., Deutsche Bank AG New York Branch and Jefferies Finance LLC (the “Banks”), whereby the Banks have committed to provide $985.0 million of a senior secured first lien term loan B facility. The Banks have also agreed to provide a senior secured first lien revolving credit facility in an aggregate amount of up to $150.0 million . Additionally, the Company entered into an amendment of its investment agreement (the “Amendment”) with certain affiliates of Silver Lake Group, L.L.C. (“Silver Lake”) relating to the 2021 Notes. In the Amendment, Silver Lake agreed to support, and consent to, an amendment to the indenture governing the 2021 Notes to permit the incurrence of certain indebtedness to finance the acquisition of Saba, in exchange for and conditioned on, among other things, extending the maturity of the 2021 Notes to March 2023 and a $3.0 million consent fee to be paid by the Company to Silver Lake. In connection with the foregoing, the Company expects to conduct a consent solicitation in respect of the 2021 Notes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in accordance with accounting standards generally accepted in the United States of America (“GAAP”), and include the accounts of Cornerstone OnDemand, Inc. and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Certain prior period balances have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management evaluates its estimates, including but not limited to those related to: (i) the realization of tax assets and estimates of tax liabilities and reserves, (ii) the recognition and disclosure of contingent liabilities, (iii) the evaluation of revenue recognition criteria, including the determination of standalone value and estimates of the selling price of multiple-deliverables in the Company’s revenue arrangements, (iv) fair values of investments in marketable securities and strategic investments carried at fair value, (v) the fair values of acquired assets and assumed liabilities in business combinations, (vi) the useful lives of property and equipment, capitalized software, and intangible assets, (vii) impairment of long-lived assets, (viii) the period of amortization of the commission payments to record to expense and (ix) determination of the number of shares that are probable of vesting for performance-based restricted stock unit awards (“PRSUs”). These estimates are based on historical data and experience, future expectations, and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. |
Business Combinations | Business Combinations The results of operations of entities acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. The Company determines the estimated fair value of assets acquired and liabilities assumed for an acquisition and allocates the purchase price to its respective net tangible and intangible assets on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. |
Revenue Recognition and Cost of Revenue | Revenue Recognition Effective January 1, 2018, the Company adopted the guidance under Topic 606 using a modified retrospective approach. The Company derives its revenue from the following sources: Subscriptions to the Company’s products and other offerings on a recurring basis Customers pay subscription fees for access to the Company’s enterprise people development solution, other products, and support on a recurring basis. Fees are based on a number of factors, including the number of products purchased, which may include e-learning content, and the number of users having access to a product. The Company generally recognizes revenue from subscriptions ratably over the term of the agreements beginning on the date the subscription service is made available to the customer. Subscription agreements are typically three years, billed annually in advance, and non-cancelable, with payment due within 30 days of the invoice date. Professional services and other The Company offers its customers and implementation partners assistance in implementing its products and optimizing their use. Professional services include application configuration, system integration, business process re-engineering, change management and training services. Services are generally billed up-front on a fixed fee basis and to a lesser degree on a time-and-material basis. These services are generally purchased as part of a subscription arrangement and are typically performed within the first several months of the arrangement. Customers may also purchase professional services at any other time. The Company generally recognizes revenue from fixed fee professional services contracts as services are performed based on the proportion performed to date, relative to the total expected services to be performed. Revenue associated with time-and-material contracts are recorded as such time-and-materials are incurred. Out-of-pocket travel costs related to the delivery of professional services are typically reimbursed by the customer and are accounted for as revenue in the period in which the cost is incurred. The Company recognizes revenue from contracts with customers based on the five steps below. The application of these steps may require the use of certain estimates and judgments, particularly in identifying and evaluating complex or unusual contract terms and conditions that may impact revenue recognition. 1) Identification of the contract, or contracts, with a customer 2) Identification of all performance obligations in the contract 3) Determination of the transaction price 4) Allocation of the transaction price to the performance obligations in the contract 5) Recognition of revenue as the Company satisfies a performance obligation The Company identifies enforceable contracts with a customer when the agreement is signed. Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts, the products sold, customer demographics, geographic locations, and the number and types of users within the Company’s contracts. For arrangements in which the Company resells third-party e-learning training content to customers, revenue is recognized at the gross amount invoiced to customers as (i) the Company is primarily responsible for hosting the content on the Company’s solution for the term of the agreement, (ii) the Company controls the content before access is provided to the customer, and (iii) the Company typically has discretion to establish the price charged. Deferred Revenue The Company records amounts that have been invoiced to its customers in accounts receivable and deferred revenue. The Company records revenue once the revenue recognition criteria described above have been met. Deferred revenue that will be recognized during the succeeding twelve-month period from the respective balance sheet date is recorded as current deferred revenue and the remaining portion is recorded as non-current. Sales 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 customer agreements that gave rise to the commissions. Separate periods of benefit are determined for commissions related to initial contracts and commissions related to renewal contracts. Commissions for initial contracts are deferred on the consolidated balance sheets and amortized on a straight-line basis over a six year benefit period. The Company takes into consideration technology and other factors in estimating the benefit period. Commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contract renewal period. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of operations. Cost of Revenue Cost of revenue consists primarily of costs related to hosting the Company’s products and delivery of professional services, and includes the following: • personnel and related expenses, including stock-based compensation; • expenses for network-related infrastructure and IT support; • delivery of contracted professional services and ongoing customer support staff; • payments to external service providers contracted to perform implementation services; • depreciation of data centers and amortization of capitalized software costs, developed technology software license rights, content and licensing fees, and referral fees. In addition, the Company allocates a portion of overhead, such as rent, IT costs, depreciation and amortization, and employee benefits costs, to cost of revenue based on headcount. Costs associated with providing professional services are recognized as incurred when the services are performed. Out-of-pocket travel costs related to the delivery of professional services are typically reimbursed by the customer and are accounted for as cost of revenue in the period in which the cost is incurred. Cost of revenue also includes fees paid to third-party content providers. |
Research and Development | Research and Development Research and development expenses consist primarily of personnel and related expenses for the Company’s research and development staff, including salaries, benefits, bonuses, and stock-based compensation; the cost of certain third-party service providers; and allocated overhead. Research and development expenses are expensed as incurred except for certain software development costs which are capitalized when the following criteria are met: the preliminary project stage is completed, management has decided to make the project a part of its future offering and the software will be used to perform the function intended incurred. |
Advertising | Advertising Advertising expenses for 2019 , 2018 , and 2017 were $10.8 million , $7.1 million , and $9.0 million , respectively, and are expensed as incurred and recorded within sales and marketing in the accompanying consolidated statements of operations. |
Stock-based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for stock-based awards granted to employees and directors using a fair value method, including restricted stock units (“RSUs”), PRSUs, stock options, and purchases under the 2010 Employee Stock Purchase Plan (“ESPP”). For RSUs, and PRSUs with service and performance conditions, fair value is based on the closing price of the Company’s common stock on the date of grant. For PRSUs with service and market conditions, fair value is estimated using a Monte-Carlo simulation. The Company recognizes compensation expense for PRSUs only if it is probable the performance or market conditions will be met, which is dependent upon its expectations of whether future specified financial targets will be achieved. The likelihood of achievement of these targets is assessed at each balance sheet date. Previously recognized compensation expense may be prospectively adjusted if current expectations differ from assessments made in previous periods. Compensation expense, net of estimated forfeitures, is recognized over the requisite service period (which is generally the vesting period) on a straight-line basis for awards with only service conditions and using the accelerated attribution method for awards with both performance or market and service conditions. The Company estimates forfeitures based on its historical experience and regularly reviews the estimated forfeiture rate and makes changes as factors affecting the forfeiture rate calculations and assumptions change. For stock options and ESPP, fair value is estimated using the Black-Scholes option pricing model. The risk-free interest rate is based on the US Treasury yield in effect during the period the award was granted. The expected term for stock options is determined using a simplified approach in which the expected term of an option is presumed to be the mid-point between the vesting date and the expiration date of the option. The expected term for ESPP approximates the term of the offering period. The computation of the expected volatility assumption is based on the historical volatility of the Company’s common stock. The dividend yield is assumed to be zero as the Company has not paid and does not expect to pay dividends for the foreseeable future. Compensation expense is recognized on a straight-line basis over the requisite service period. |
Capitalized Software Costs | Capitalized Software Costs The Company capitalizes the costs associated with software developed or obtained for internal use, including costs incurred in connection with the development of its products, when the preliminary project stage is completed, management has decided to make the project a part of its future offering and the software will be used to perform the function intended. These capitalized costs include external direct costs of materials and services consumed in developing or obtaining internal-use software, personnel, and related expenses for employees who are directly associated with internal-use software projects, and, when material, interest costs incurred during the development. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for upgrades to the products are also capitalized. Post-configuration training and maintenance costs are expensed as incurred. Capitalized software costs are amortized to cost of revenue using the straight-line method over an estimated useful life of the software, which is typically three years , commencing when the software is ready for its intended use. The Company does not transfer ownership of or lease its software to its customers. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities, using tax rates expected to be in effect during the years in which the bases differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In determining the need for valuation allowances, the Company considers projected future taxable income and future reversals of existing taxable differences. The Company has recorded a full valuation allowance to reduce its US, UK, New Zealand, Hong Kong, and Brazil net deferred tax assets to zero, as it has determined that it is not more likely than not that any of these net deferred tax assets will be realized based on a history of losses in these jurisdictions. The Company has assessed its income tax positions and recorded tax benefits for all years subject to examination, based upon its evaluation of the facts, circumstances, and information available at each period end. For those tax positions where the Company has determined there is a greater than 50% likelihood that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is determined there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less on the date of purchase to be cash equivalents. |
Investments in Marketable Securities | Investments in Marketable Securities |
Strategic Investments | Strategic Investments The Company invests in equity securities of various privately-held companies. When the fair value of an investment is not readily determinable, the Company accounts for the investment using the measurement alternative, which is defined as cost, plus or minus changes resulting from observable price changes. If the Company has significant influence or a controlling financial interest over the entity, the investment is accounted for using the equity method. Under the equity method, the Company records its proportionate share of the equity method investee’s income or loss, net of the effects of any basis differences, to other income (expense) on a one-quarter lag in the accompanying consolidated statements of operations. These investments are included in long-term investments on the consolidated balance sheets. Strategic investments are subject to periodic impairment reviews; impairment losses are recorded in other income (expense) in the accompanying consolidated statements of operations. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company bases its allowance for doubtful accounts on its historical collection experience and a review in each period of the status of the then-outstanding accounts receivable. |
Property and Equipment | Property and Equipment Property and equipment are recorded at historical cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, generally two years to seven years (refer to Note 7). Leasehold improvements are depreciated on a straight-line basis over their estimated useful lives or the term of the lease. Repair and maintenance costs are charged to expense as incurred, while renewals and improvements are capitalized. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets 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. Such triggering events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse change in the extent or manner in which a long-lived asset is being used, a significant adverse change in legal factors or in the business climate, the impact of competition or other factors that could affect the value of a long-lived asset, a significant adverse deterioration in the amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying amount of the asset group, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based upon estimated undiscounted future cash flows. |
Intangible Assets | Intangible Assets Identifiable intangible assets primarily consist of acquisition-related intangibles. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives ranging from three to six years , generally using the straight-line method which approximates the pattern in which the economic benefits are consumed. |
Goodwill | Goodwill Goodwill is not amortized; it is tested for impairment annually, and more frequently upon the occurrence of certain events. The Company performs such testing of goodwill in the fourth quarter of each year, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. |
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 (an exit price) 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. 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 management 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. Observable inputs are based on market data obtained from independent sources. |
Concentration of Risk | Concentration of Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, debt securities, and accounts receivable. The Company’s deposits exceed federally insured limits. The Company performs ongoing credit evaluations of its customers. |
Foreign Currency Transactions and Translation | Foreign Currency Transactions and Translation Transactions in foreign currencies are translated into US dollars at the rates of exchange in effect at the date of the transaction. Unrealized transaction losses were approximately $(1.2) million , $(0.4) million , and $(3.1) million for the years ended December 31, 2019 , 2018 , and 2017 , respectively, and are included in other, net within other income (expense), in the accompanying consolidated statements of operations. The Company has entities in various countries. For entities where the local currency is different than the functional currency, the local currency financial statements have been remeasured from the local currency into the functional currency using the current exchange rate for monetary accounts and historical exchange rates for non-monetary accounts, with exchange differences on remeasurement included in other income (expense). To the extent that the functional currency of the Company’s subsidiaries is different than the US dollar, the financial statements have then been translated into US dollars using period-end exchanges rates for assets and liabilities and average exchanges rates for the results of operations. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income in the consolidated balance sheets. |
Leases | 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 significant residual value guarantees, significant 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 right-of-use (“ROU”) assets and operating lease liabilities in the accompanying consolidated balance sheets. Operating ROU assets represent the Company’s right to use the underlying asset for the lease term. 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 an estimated incremental borrowing rate. Lease payments are typically discounted at an estimated 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. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements 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 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 consolidated balance sheets. There was no impact upon adoption to the 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 12 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 was complete and the Company was leasing the constructed asset but previously did not qualify for sale accounting. The lease for this facility was treated as an operating lease upon the adoption of ASU 2016-02 and was included in the operating lease liabilities and ROU assets recorded on adoption. Accounting Pronouncements Pending Adoption In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments,” (“ASU 2016-13”). The ASU requires recognition of an estimate of lifetime expected credit losses as an allowance. Adoption of the standard will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of January 1, 2020, the effective date, to align the Company’s credit loss methodology with the new standard. The Company does not expect the adoption of this standard to have a significant impact on the consolidated financial statements. 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”). The ASU 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 in order to adopt the new standard in the first quarter of 2020. In December 2019, the FASB issued Accounting Standards Update No. 2019-12, “Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which enhances and simplifies various aspects of income tax accounting guidance. The guidance is effective for the Company in the first quarter of 2021, although early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2019-12 on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Revision of Prior Period Financial Statements | The Company has revised the December 31, 2018 consolidated balance sheet and the statements of changes in stockholders’ equity for all periods after January 1, 2018 to correct the misstatement as follows (in thousands): December 31, 2018 As Previously Reported Adjustment As Revised Deferred commissions, current portion $ 24,467 $ 1,064 $ 25,531 Total current assets 573,035 1,064 574,099 Deferred commissions, net of current portion 45,444 10,006 55,450 Total assets 807,156 11,070 818,226 Accrued expenses 68,331 1,734 70,065 Total current liabilities 400,423 1,734 402,157 Accumulated deficit (529,962 ) 9,336 (520,626 ) Total stockholders’ equity 55,907 9,336 65,243 Total liabilities and stockholders’ equity 807,156 11,070 818,226 |
Reconciliation of beginning and ending amount of allowance for doubtful accounts | A reconciliation of the beginning and ending amount of allowance for doubtful accounts is as follows (in thousands): 2019 2018 2017 Beginning balance, January 1 $ 2,429 $ 7,478 $ 3,532 Additions and adjustments 1,074 1,691 7,680 Write-offs (2,128 ) (6,740 ) (3,734 ) Ending balance, December 31 $ 1,375 $ 2,429 $ 7,478 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Allocation of total purchase consideration | 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 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 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
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): Year Ended December 31, 2019 2018 2017 Net loss $ (4,054 ) $ (33,842 ) $ (61,335 ) Weighted-average shares of common stock outstanding 60,086 58,159 57,262 Net loss per share — basic and diluted $ (0.07 ) $ (0.58 ) $ (1.07 ) |
Anti-dilutive shares excluded from calculation of net loss per share | 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): December 31, 2019 2018 2017 Options to purchase common stock, restricted stock units and performance-based restricted stock units 8,359 9,869 10,143 Shares issuable pursuant to employee stock purchase plan 94 97 114 Convertible notes 7,143 7,143 11,825 Common stock warrants — 936 4,682 Total shares excluded from net loss per share 15,596 18,045 26,764 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cash, Cash Equivalents and Investments | The following is a summary of investments, including those that meet the definition of a cash equivalent, as of December 31, 2019 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current assets: Cash $ 67,818 $ — $ — $ 67,818 Cash equivalents: Money market funds 126,075 — — 126,075 Corporate bonds 1,000 — — 1,000 Agency bonds 6,485 1 — 6,486 Commercial paper 9,609 — (1 ) 9,608 Certificates of deposit 171 — — 171 US treasury securities 4,749 — — 4,749 Total cash equivalents 148,089 1 (1 ) 148,089 Total cash and cash equivalents 215,907 1 (1 ) 215,907 Short-term investments: Corporate bonds 103,130 110 (7 ) 103,233 Agency bonds 3,966 2 — 3,968 US treasury securities 50,703 62 (1 ) 50,764 Commercial paper 23,827 1 — 23,828 Certificates of deposit 3,936 2 (1 ) 3,937 Asset-backed securities 15,837 12 — 15,849 Total short-term investments 201,399 189 (9 ) 201,579 Long-term investments: Corporate bonds 19,407 12 (4 ) 19,415 US treasury securities 19,300 25 — 19,325 Asset-backed securities 11,693 10 (1 ) 11,702 Strategic investments 9,750 — — 9,750 Total long-term investments $ 60,150 $ 47 $ (5 ) $ 60,192 The following is a summary of investments, including those that meet the definition of a cash equivalent, as of December 31, 2018 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current assets: Cash $ 54,275 $ — $ — $ 54,275 Cash equivalents: Money market funds 129,321 — — 129,321 Total cash equivalents 129,321 — — 129,321 Total cash and cash equivalents 183,596 — — 183,596 Short-term investments: Corporate bonds 58,115 — (82 ) 58,033 US treasury securities 138,826 — (100 ) 138,726 Commercial paper 7,973 — — 7,973 Total short-term investments 204,914 — (182 ) 204,732 Long-term investments: Strategic investments 1,250 — — 1,250 Total long-term investments $ 1,250 $ — $ — $ 1,250 |
Non-Marketable Investments | The Company’s non-marketable investments are composed of the following (in thousands): December 31, 2019 2018 Accounted for at cost, adjusted for observable price changes $ 1,750 $ 1,250 Accounted for using the equity method 8,000 — Total non-marketable investments $ 9,750 $ 1,250 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets | The following table presents the gross carrying amount and accumulated amortization of finite-lived intangible assets (in thousands): December 31, 2019 December 31, 2018 Weighted Average Useful Life (years) Gross Accumulated Net Gross Accumulated Net Developed technology 3.1 $ 39,984 $ (34,268 ) $ 5,716 $ 39,984 $ (30,817 ) $ 9,167 Content library 5.5 4,700 (976 ) 3,724 4,700 — 4,700 Total $ 44,684 $ (35,244 ) $ 9,440 $ 44,684 $ (30,817 ) $ 13,867 |
Estimate of remaining amortization expense | The following table presents the Company’s estimate of remaining amortization expense for finite-lived intangible assets that existed as of December 31, 2019 (in thousands): 2020 $ 4,188 2021 3,236 2022 855 2023 855 2024 306 Estimated remaining amortization expense $ 9,440 |
Other Balance Sheet Amounts (Ta
Other Balance Sheet Amounts (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of property and equipment, net | The components of property and equipment, net is as follows (in thousands): Useful Life December 31, 2019 2018 Computer equipment and software 3 – 5 years $ 57,474 $ 52,055 Furniture and fixtures 7 years 6,096 4,367 Leasehold improvements 2 – 6 years 22,800 9,987 Renovation in progress n/a 8 1,984 Build-to-suit property 25 years — 51,058 Total property and equipment, gross 86,378 119,451 Less: accumulated depreciation and amortization (49,852 ) (42,197 ) Total property and equipment, net $ 36,526 $ 77,254 |
Schedule of accrued expenses | The balance of accrued expenses is as follows (in thousands): December 31, 2019 2018 Accrued compensation $ 33,626 $ 31,799 Accrued commissions 18,834 15,590 Other accrued expenses 16,990 14,051 Accrued interest 8,625 8,625 Total accrued expenses $ 78,075 $ 70,065 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities measured at fair value | Assets and liabilities measured at fair value on a recurring basis included the following (in thousands): December 31, 2019 December 31, 2018 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 148,089 $ 148,089 $ — $ — $ 129,321 $ 129,321 $ — $ — Certificate of deposit 3,937 3,937 — — — — — — Corporate bonds 122,648 — 122,648 — 58,033 — 58,033 — Agency bonds 3,968 — 3,968 — — — — — US treasury securities 70,089 — 70,089 — 138,726 — 138,726 — Commercial paper 23,828 — 23,828 — 7,973 — 7,973 — Asset-backed securities 27,551 — 27,551 — — — — — $ 400,110 $ 152,026 $ 248,084 $ — $ 334,053 $ 129,321 $ 204,732 $ — |
Debt and Other Financing Arra_2
Debt and Other Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of the net carrying amount of debt | The net carrying amounts of the liability components of the 2021 Notes consist of the following (in thousands): December 31, 2019 December 31, 2018 Principal amount $ 300,000 $ 300,000 Unamortized debt discount (2,691 ) (4,348 ) Net carrying amount before unamortized debt issuance costs 297,309 295,652 Unamortized debt issuance costs (4,135 ) (6,685 ) Net carrying value $ 293,174 $ 288,967 |
Schedule of note interest expense | The following table presents the interest expense recognized related to the 2018 Notes and the 2021 Notes (in thousands): Year Ended December 31, 2019 2018 2017 Contractual interest expense $ 17,250 $ 19,147 $ 4,897 Amortization of debt issuance costs 2,550 3,086 1,472 Accretion of debt discount 1,657 5,843 8,360 Total $ 21,457 $ 28,076 $ 14,729 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of stock repurchases under program | The following is a summary of activity under all of the Company’s repurchase programs (in thousands): Period 2019 2018 2017 Total shares repurchased 417 1,651 635 Total cost of repurchased shares 1 $ 22,356 $ 77,401 $ 22,599 1 52,551 shares were repurchased and settled in the fourth quarter of 2017. Cash of $1.9 million owed for these shares was not paid until the first quarter of 2018. |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock option activity | Stock option activity is summarized as follows (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 (947 ) 36.21 Forfeited (30 ) 49.43 Outstanding, December 31, 2019 2,851 $ 30.97 3.1 78,580 Exercisable at December 31, 2019 2,844 $ 30.97 3.1 $ 78,453 Vested and expected to vest at December 31, 2019 2,849 $ 30.97 3.1 $ 78,575 1 Based on the Company’s closing stock price of $58.55 on December 31, 2019 and $50.43 on December 31, 2018. |
Schedule of restricted stock unit activity | RSU activity is summarized as follows (shares in thousands): Number of Shares Weighted- Average Grant Date Fair Value Unvested shares at December 31, 2018 4,117 $ 41.94 Granted 1,589 55.69 Forfeited (510 ) 45.72 Vested (1,440 ) 40.61 Unvested shares at December 31, 2019 3,756 $ 47.76 |
Schedule of performance-based units activity | PRSU activity is summarized as follows (shares in thousands): Number of Shares Weighted- Average Grant Date Fair Value Unvested shares at December 31, 2018 1,924 $ 40.81 Granted 390 56.74 Forfeited (562 ) 41.29 Vested — — Unvested shares at December 31, 2019 1 1,752 $ 44.21 1 Assumes maximum achievement of the specified financial targets. |
Schedule of black-scholes option-pricing model assumptions | The fair value of stock purchase rights granted under the ESPP was estimated using a Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2019 2018 2017 Dividend yield None None None Expected volatility 25.2 % - 34.4 % 30.0% - 37.9 % 25.6 % - 37.9 % Risk-free interest rate 1.6 % - 2.5 % 1.5 % - 2.5 % 0.6 % - 1.5 % Expected term (in years) 0.5 0.5 0.5 Grant date fair value per share $12.33 - $13.07 $9.19 - $12.33 $8.28 - $9.73 |
Summary of stock-based compensation expense | The following tables show stock-based compensation expense by award type and where the expense was recorded in the accompanying consolidated statements of operations (in thousands): Year Ended December 31, 2019 2018 2017 Options $ 608 $ 4,839 $ 13,946 RSUs 66,880 53,164 44,149 PRSUs 7,468 5,512 11,229 ESPP 2,321 1,857 1,598 Restructuring — 6,227 — Less: capitalized stock-based compensation (4,847 ) (5,042 ) (4,998 ) Total $ 72,430 $ 66,557 $ 65,924 Year Ended December 31, 2019 2018 2017 Cost of revenue $ 6,282 $ 4,218 $ 4,904 Sales and marketing 27,780 24,440 28,521 Research and development 16,003 11,800 9,630 General and administrative 22,365 19,872 22,869 Restructuring — 6,227 — Total $ 72,430 $ 66,557 $ 65,924 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of income before income tax, domestic and foreign | The components of the Company’s loss before provision for income taxes are as follows (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 3,188 $ (21,174 ) $ (32,853 ) Foreign (4,552 ) (10,073 ) (26,736 ) Loss before provision for income taxes $ (1,364 ) $ (31,247 ) $ (59,589 ) |
Components of income tax provision (benefit) | The components of the provision for income taxes attributable to continuing operations are as follows (in thousands): Year Ended December 31, 2019 2018 2017 Current income tax provision: Federal $ — $ — $ — State 225 204 114 Foreign 2,467 2,514 1,580 Total current income tax provision 2,692 2,718 1,694 Deferred income tax benefit: Federal $ — — $ — State — — — Foreign (2 ) (123 ) 52 Total deferred income tax benefit (2 ) (123 ) 52 Total income tax provision $ 2,690 $ 2,595 $ 1,746 |
Schedule of effective income tax rate reconciliation | The differences in the total provision for income taxes that would result from applying the 21% federal statutory rate beginning in 2018 and 34% federal statutory rate in 2017 to loss before provision for income taxes and the reported provision for income taxes are as follows (in thousands): Year Ended December 31, 2019 2018 2017 US Federal tax benefit at statutory rates $ (286 ) $ (6,562 ) $ (20,260 ) State income taxes, net of federal tax benefit 240 (248 ) (806 ) Foreign rate differential 2,883 2,764 5,220 Stock based compensation (1,261 ) 3,029 3,182 Other permanent differences 479 280 (494 ) Deferred adjustments / US rate change (442 ) 1,430 7,811 Other (190 ) 130 262 Valuation allowance 1,267 1,772 6,831 Total income tax provision $ 2,690 $ 2,595 $ 1,746 |
Schedule of the components of deferred tax assets and liabilities | Major components of the Company’s deferred tax assets (liabilities) are as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Accrued expenses $ 2,427 $ 2,353 Long-lived intangible assets and fixed assets - basis difference 25,178 22,947 Net operating loss carryforwards 81,575 82,017 Stock-based compensation 15,398 15,172 Operating lease liabilities 17,281 — Deferred revenue 3,258 2,861 Other 5,100 4,557 Total deferred tax assets 150,217 129,907 Valuation allowance (116,915 ) (117,058 ) Deferred tax assets, net of valuation allowance 33,302 12,849 Deferred tax liabilities: Prepaid expenses and deferred commissions (14,502 ) (10,831 ) Operating right-of-use assets (16,960 ) — Other (795 ) (976 ) Total deferred tax liabilities (32,257 ) (11,807 ) Net deferred tax assets $ 1,045 $ 1,042 |
Summary of the reconciliation of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2019 2018 2017 Balance at January 1 $ 1,402 $ 1,271 $ 276 Increases for tax positions related to the current year — 131 995 Decreases for tax positions related to the current year (1,402 ) — — Balance at December 31 $ — $ 1,402 $ 1,271 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease cost related to the Company’s operating leases were as follows (in thousands): Year Ended December 31, 2019 Operating lease cost $ 15,209 Sublease income (3,744 ) Net lease cost $ 11,465 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2019 Cash paid for operating leases $ 19,524 Right-of-use assets obtained in exchange for lease obligations 86,120 |
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): December 31 2019 Operating lease right-of-use assets $ 72,944 Operating lease liabilities (current and non-current) $ 74,430 Weighted-average remaining lease term 6 years Weighted-average incremental borrowing rate 3.3 % |
Maturities of Operating Lease Liabilities | Maturities of the Company’s operating lease liabilities at December 31, 2019 were as follows (in thousands): 2020 $ 9,434 2021 16,054 2022 15,680 2023 15,676 2024 7,937 Thereafter 18,114 Total lease payments 82,895 Less: Imputed interest 1 (8,465 ) Present value of operating lease liabilities $ 74,430 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 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of revenue by source | The following table sets forth the Company’s sources of revenue (dollars in thousands): Year Ended December 31, 2019 2018 2017 Subscription revenue $ 542,968 $ 473,052 $ 396,764 Professional services revenue 33,555 64,839 85,221 Total revenue $ 576,523 $ 537,891 $ 481,985 |
Schedule of revenue from external customers and long-lived assets, by geographical areas | Revenue by geographic region, which is generally based on the address of the Company’s customers as defined in their master subscription agreements, is set forth below (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 375,713 $ 343,205 $ 313,729 All other countries 200,810 194,686 168,256 Total revenue $ 576,523 $ 537,891 $ 481,985 Property and equipment by region is set forth below (in thousands): December 31, 2019 2018 United States $ 26,479 $ 69,550 United Kingdom 4,287 3,558 All other countries 5,760 4,146 Total property and equipment, net $ 36,526 $ 77,254 |
Selected Quarterly Data (Unau_2
Selected Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly consolidated statements of operations | The following figures from our unaudited quarterly consolidated statements of operations have been prepared on a basis consistent with the Company’s audited annual consolidated financial statements and include, in the opinion of management, all normal recurring adjustments necessary for the fair presentation of the financial information contained in these statements. Quarter Ended (in thousands, except per share data) Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31, Revenue $ 133,113 $ 132,517 $ 134,014 $ 138,247 $ 140,117 $ 141,860 $ 144,952 $ 149,594 Gross profit 96,093 96,152 97,843 103,454 106,422 101,673 107,785 111,428 (Loss) income from operations (8,846 ) (3,095 ) 1,574 2,598 1,231 (3,594 ) 3,713 10,583 Net (loss) income $ (16,216 ) $ (12,007 ) $ (2,447 ) $ (3,173 ) $ (3,464 ) $ (8,805 ) $ (1,217 ) $ 9,432 Net (loss) income per share, basic $ (0.28 ) $ (0.21 ) $ (0.04 ) $ (0.05 ) $ (0.06 ) $ (0.15 ) $ (0.02 ) $ 0.16 Net (loss) income per share, diluted $ (0.28 ) $ (0.21 ) $ (0.04 ) $ (0.05 ) $ (0.06 ) $ (0.15 ) $ (0.02 ) $ 0.15 |
Organization (Details)
Organization (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Revision of Prior Period Financial Statements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Deferred commissions, current portion | $ 33,215 | $ 25,531 | ||
Total current assets | 612,318 | 574,099 | ||
Deferred commissions, net of current portion | 74,563 | 55,450 | ||
Total assets | 966,101 | 818,226 | ||
Accrued expenses | 78,075 | 70,065 | ||
Total current liabilities | 439,650 | 402,157 | ||
Accumulated deficit | (524,680) | (520,626) | ||
Total stockholders’ equity | 158,482 | 65,243 | $ 22,120 | $ 26,963 |
Total liabilities and stockholders’ equity | $ 966,101 | 818,226 | ||
As Previously Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Deferred commissions, current portion | 24,467 | |||
Total current assets | 573,035 | |||
Deferred commissions, net of current portion | 45,444 | |||
Total assets | 807,156 | |||
Accrued expenses | 68,331 | |||
Total current liabilities | 400,423 | |||
Accumulated deficit | (529,962) | |||
Total stockholders’ equity | 55,907 | |||
Total liabilities and stockholders’ equity | 807,156 | |||
Adjustment | Accounting Standards Update 2014-09 | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Deferred commissions, current portion | 1,064 | |||
Total current assets | 1,064 | |||
Deferred commissions, net of current portion | 10,006 | |||
Total assets | 11,070 | |||
Accrued expenses | 1,734 | |||
Total current liabilities | 1,734 | |||
Accumulated deficit | 9,336 | |||
Total stockholders’ equity | 9,336 | |||
Total liabilities and stockholders’ equity | $ 11,070 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Advertising (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 10.8 | $ 7.1 | $ 9 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Share-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Tax benefit from share based compensation | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Capitalized Software Costs (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Capitalized Software Costs | |
Capitalized software costs, estimated useful life | 3 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for Doubtful Accounts - Reconciliation: | |||
Accounts receivable allowance, Beginning balance | $ 2,429 | $ 7,478 | $ 3,532 |
Additions and adjustments | 1,074 | 1,691 | 7,680 |
Write-offs | (2,128) | (6,740) | (3,734) |
Accounts receivable allowance, Ending balance | 1,375 | 2,429 | 7,478 |
Bad debt expense recognized | $ 500 | $ 800 | $ 1,400 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 2 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Impairment, Intangible Assets, and Goodwill (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Identified intangible assets amortization period | 3 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Identified intangible assets amortization period | 6 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Convertible Notes (Details) - Convertible notes - USD ($) | Dec. 31, 2017 | Jun. 30, 2013 |
The 2018 Notes | ||
Debt Instrument [Line Items] | ||
Interest rate on convertible notes issued | 1.50% | |
Debt issued, senior convertible notes | $ 253,000,000 | |
The 2021 Notes | ||
Debt Instrument [Line Items] | ||
Interest rate on convertible notes issued | 5.75% | |
Debt issued, senior convertible notes | $ 300,000,000 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Foreign Currency Transactions and Translation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other income (expense), net | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign currency transactions and translation | $ (1.2) | $ (0.4) | $ (3.1) |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease liabilities (current and non-current) | $ 74,430 | ||
Operating lease right-of-use assets | 72,944 | ||
Facility financing obligation | $ 0 | $ 46,100 | |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease liabilities (current and non-current) | $ 82,500 | ||
Operating lease right-of-use assets | 80,500 | ||
Reclassification of other accrued liabilities and prepaid expenses | $ 2,000 | ||
Facility financing obligation | $ (46,100) |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | Nov. 09, 2018 | Sep. 10, 2018 | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Build-to-suit property capitalized | $ 5,000 | ||||
Facility financing obligation | $ 0 | $ 46,100 | |||
Workpop Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash consideration paid | $ 18,200 | ||||
Acquisition related costs | 500 | ||||
Cost basis investment | $ 500 | ||||
Grovo Learning, Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash consideration paid | $ 22,900 | ||||
Acquisition related costs | 600 | ||||
Facility financing obligation | $ 46,100 | ||||
Content library | |||||
Business Acquisition [Line Items] | |||||
Identified intangible assets amortization period | 5 years 6 months | ||||
Content library | Grovo Learning, Inc. | |||||
Business Acquisition [Line Items] | |||||
Identified intangible assets amortization period | 6 years | ||||
Developed technology | |||||
Business Acquisition [Line Items] | |||||
Identified intangible assets amortization period | 3 years 1 month 6 days | ||||
Developed technology | Workpop Inc. | |||||
Business Acquisition [Line Items] | |||||
Identified intangible assets amortization period | 3 years | ||||
Developed technology | Grovo Learning, Inc. | |||||
Business Acquisition [Line Items] | |||||
Identified intangible assets amortization period | 3 years | ||||
Build-to-suit property | Grovo Learning, Inc. | |||||
Business Acquisition [Line Items] | |||||
Build-to-suit property capitalized | $ 51,100 |
Business Combinations - Allocat
Business Combinations - Allocation of Total Purchase Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 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 - content library and 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 - content library and developed technology | 4,700 | |||
Developed technology | Grovo Learning, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets - content library and developed technology | $ 2,500 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss | $ 9,432 | $ (1,217) | $ (8,805) | $ (3,464) | $ (3,173) | $ (2,447) | $ (12,007) | $ (16,216) | $ (4,054) | $ (33,842) | $ (61,335) |
Weighted-average shares of common stock outstanding (in shares) | 60,086 | 58,159 | 57,262 | ||||||||
Net loss per share — basic and diluted (usd per share) | $ (0.07) | $ (0.58) | $ (1.07) |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive Shares Excluded From Calculation (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net loss per share (in shares) | 15,596 | 18,045 | 26,764 |
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) | 8,359 | 9,869 | 10,143 |
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) | 94 | 97 | 114 |
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 | 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 | 936 | 4,682 |
Investments - Schedule of Cash,
Investments - Schedule of Cash, Cash Equivalents, and Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | |||
Cash | $ 67,818 | $ 54,275 | |
Investments, weighted average maturity | 5 months | ||
Corporate bonds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Fair Value | 122,648 | 58,033 | |
Certificate of deposits | |||
Debt Securities, Available-for-sale [Line Items] | |||
Fair Value | 3,937 | 0 | |
U.S. treasury securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Fair Value | 70,089 | 138,726 | |
Asset-backed securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Fair Value | 27,551 | 0 | |
Cash equivalents | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 148,089 | 129,321 | |
Unrealized Gains | 1 | 0 | |
Unrealized Losses | (1) | 0 | |
Fair Value | 148,089 | 129,321 | |
Cash equivalents | Money market funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 126,075 | 129,321 | |
Unrealized Gains | 0 | 0 | |
Unrealized Losses | 0 | 0 | |
Fair Value | 126,075 | 129,321 | |
Cash equivalents | Corporate bonds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 1,000 | ||
Unrealized Gains | 0 | ||
Unrealized Losses | 0 | ||
Fair Value | 1,000 | ||
Cash equivalents | Agency bonds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 6,485 | ||
Unrealized Gains | 1 | ||
Unrealized Losses | 0 | ||
Fair Value | 6,486 | ||
Cash equivalents | Commercial paper | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 9,609 | ||
Unrealized Gains | 0 | ||
Unrealized Losses | (1) | ||
Fair Value | 9,608 | ||
Cash equivalents | Certificate of deposits | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 171 | ||
Unrealized Gains | 0 | ||
Unrealized Losses | 0 | ||
Fair Value | 171 | ||
Cash equivalents | U.S. treasury securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 4,749 | ||
Unrealized Gains | 0 | ||
Unrealized Losses | 0 | ||
Fair Value | 4,749 | ||
Cash and cash equivalents | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 215,907 | 183,596 | |
Unrealized Gains | 1 | 0 | |
Unrealized Losses | (1) | 0 | |
Fair Value | 215,907 | 183,596 | |
Short-term investments | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 201,399 | 204,914 | |
Unrealized Gains | 189 | 0 | |
Unrealized Losses | (9) | (182) | |
Fair Value | 201,579 | 204,732 | |
Short-term investments | Corporate bonds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 103,130 | 58,115 | |
Unrealized Gains | 110 | 0 | |
Unrealized Losses | (7) | (82) | |
Fair Value | 103,233 | 58,033 | |
Short-term investments | Agency bonds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 3,966 | ||
Unrealized Gains | 2 | ||
Unrealized Losses | 0 | ||
Fair Value | 3,968 | ||
Short-term investments | Commercial paper | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 23,827 | 7,973 | |
Unrealized Gains | 1 | 0 | |
Unrealized Losses | 0 | 0 | |
Fair Value | 23,828 | 7,973 | |
Short-term investments | Certificate of deposits | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 3,936 | ||
Unrealized Gains | 2 | ||
Unrealized Losses | (1) | ||
Fair Value | 3,937 | ||
Short-term investments | U.S. treasury securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 50,703 | 138,826 | |
Unrealized Gains | 62 | 0 | |
Unrealized Losses | (1) | (100) | |
Fair Value | 50,764 | 138,726 | |
Short-term investments | Asset-backed securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 15,837 | ||
Unrealized Gains | 12 | ||
Unrealized Losses | 0 | ||
Fair Value | 15,849 | ||
Long-term investments | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 60,150 | 1,250 | |
Unrealized Gains | 47 | 0 | |
Unrealized Losses | (5) | 0 | |
Fair Value | 60,192 | 1,250 | |
Long-term investments | Corporate bonds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 19,407 | ||
Unrealized Gains | 12 | ||
Unrealized Losses | (4) | ||
Fair Value | 19,415 | ||
Long-term investments | U.S. treasury securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 19,300 | ||
Unrealized Gains | 25 | ||
Unrealized Losses | 0 | ||
Fair Value | 19,325 | ||
Long-term investments | Asset-backed securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 11,693 | ||
Unrealized Gains | 10 | ||
Unrealized Losses | (1) | ||
Fair Value | 11,702 | ||
Long-term investments | Strategic investments | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost Basis | 9,750 | 1,250 | |
Unrealized Gains | 0 | 0 | |
Unrealized Losses | 0 | 0 | |
Fair Value | $ 9,750 | $ 1,250 |
Investments - Strategic Investm
Investments - Strategic Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | ||
Accounted for at cost, adjusted for observable price changes | $ 1,750 | $ 1,250 |
Accounted for using the equity method | 8,000 | 0 |
Total non-marketable investments | 9,750 | $ 1,250 |
Talespin, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Accounted for using the equity method | $ 8,000 | |
Equity ownership percentage | 13.00% |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 44,684 | $ 44,684 |
Accumulated Amortization | (35,244) | (30,817) |
Net Carrying Amount | $ 9,440 | 13,867 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (years) | 3 years 1 month 6 days | |
Gross Carrying Amount | $ 39,984 | 39,984 |
Accumulated Amortization | (34,268) | (30,817) |
Net Carrying Amount | $ 5,716 | 9,167 |
Content library | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (years) | 5 years 6 months | |
Gross Carrying Amount | $ 4,700 | 4,700 |
Accumulated Amortization | (976) | 0 |
Net Carrying Amount | $ 3,724 | $ 4,700 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 4,400,000 | $ 800,000 | $ 7,400,000 |
Impairment charges | 0 | 0 | $ 0 |
Goodwill | 47,453,000 | 47,453,000 | |
Goodwill additions | 0 | ||
Goodwill, impairment loss | $ 0 | $ 0 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Estimated Remaining Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 4,188 | |
2021 | 3,236 | |
2022 | 855 | |
2023 | 855 | |
2024 | 306 | |
Net Carrying Amount | $ 9,440 | $ 13,867 |
Other Balance Sheet Amounts - P
Other Balance Sheet Amounts - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 86,378 | $ 119,451 | |
Less: accumulated depreciation and amortization | (49,852) | (42,197) | |
Total property and equipment, net | 36,526 | 77,254 | |
Depreciation expense | $ 11,800 | 10,200 | $ 10,300 |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 2 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 7 years | ||
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 57,474 | 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 | ||
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 6,096 | 4,367 | |
Property and equipment, useful life | 7 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 22,800 | 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] | |||
Property and equipment, gross | $ 8 | 1,984 | |
Build-to-suit property | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 0 | $ 51,058 | |
Property and equipment, useful life | 25 years |
Other Balance Sheet Amounts - A
Other Balance Sheet Amounts - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation | $ 33,626 | $ 31,799 |
Accrued commissions | 18,834 | 15,590 |
Other accrued expenses | 16,990 | 14,051 |
Accrued interest | 8,625 | 8,625 |
Total accrued expenses | $ 78,075 | $ 70,065 |
Other Balance Sheet Amounts - N
Other Balance Sheet Amounts - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |||
Commissions expense | $ 36.3 | $ 37.9 | $ 38.1 |
Capitalized software costs, amount capitalized during the period | 29.8 | 31.6 | 24.3 |
Amortization of capitalized software costs | $ 25.2 | $ 23.5 | $ 17.6 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 148,089 | $ 129,321 |
Assets at fair value | 400,110 | 334,053 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 148,089 | 129,321 |
Assets at fair value | 152,026 | 129,321 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Assets at fair value | 248,084 | 204,732 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Assets at fair value | 0 | 0 |
Certificate of deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 3,937 | 0 |
Certificate of deposits | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 3,937 | 0 |
Certificate of deposits | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Certificate of deposits | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 122,648 | 58,033 |
Corporate bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Corporate bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 122,648 | 58,033 |
Corporate bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 3,968 | 0 |
Agency bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Agency bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 3,968 | 0 |
Agency bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 70,089 | 138,726 |
U.S. treasury securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
U.S. treasury securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 70,089 | 138,726 |
U.S. treasury securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 23,828 | 7,973 |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 23,828 | 7,973 |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 27,551 | 0 |
Asset-backed securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Asset-backed securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 27,551 | 0 |
Asset-backed securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money Market Funds, at Carrying Value | $ 148,100 | $ 129,300 |
Cash equivalents | $ 148,089 | 129,321 |
Money Market Funds, Maturity Date | 3 months | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 148,089 | 129,321 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | $ 0 |
The 2021 Notes | Convertible Debt | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of convertible notes | $ 452,000 |
Debt and Other Financing Arra_3
Debt and Other Financing Arrangements - Additional Information (Details) - Convertible Debt | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | ||||
Unamortized debt discount | $ (2,691,000) | $ (4,348,000) | ||
Unamortized debt issuance costs | $ 4,135,000 | $ 6,685,000 | ||
The 2021 Notes | ||||
Debt Instrument [Line Items] | ||||
Debt issued, senior convertible notes | $ 300,000,000 | $ 300,000,000 | ||
Interest rate on convertible notes issued | 5.75% | 5.75% | ||
Discount rate at issuance | 98.00% | |||
Net proceeds | $ 284,900,000 | |||
Unamortized debt discount | $ (6,000,000) | (6,000,000) | ||
Unamortized debt issuance costs | $ 9,100,000 | $ 9,100,000 | ||
Conversion rate on convertible debt | 23.8095 | |||
Conversion price on convertible debt (usd per share) | $ / shares | $ 42 | $ 42 | ||
Repurchase price of notes | 100.00% | |||
Effective interest rate | 6.40% |
Debt and Other Financing Arra_4
Debt and Other Financing Arrangements - Summary of the Net Carrying Amount of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Net carrying value | $ 293,174 | $ 288,967 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal amount | 300,000 | 300,000 |
Unamortized debt discount | (2,691) | (4,348) |
Net carrying amount before unamortized debt issuance costs | 297,309 | 295,652 |
Unamortized debt issuance costs | (4,135) | (6,685) |
Net carrying value | $ 293,174 | $ 288,967 |
Debt and Other Financing Arra_5
Debt and Other Financing Arrangements - Schedule of Note Interest Expense (Details) - Convertible Debt - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 17,250 | $ 19,147 | $ 4,897 |
Amortization of debt issuance costs | 2,550 | 3,086 | 1,472 |
Accretion of debt discount | 1,657 | 5,843 | 8,360 |
Total | $ 21,457 | $ 28,076 | $ 14,729 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2020 | Aug. 31, 2019 | |
Class of Stock [Line Items] | ||||||
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||||
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock authorized (in shares) | 50,000,000 | |||||
Preferred stock, par value (usd per share) | $ 0.0001 | |||||
Preferred stock issued (in shares) | 0 | 0 | ||||
Preferred stock outstanding (in shares) | 0 | 0 | ||||
Share repurchase program, shares authorized to repurchase | $ 150,000,000 | |||||
Common stock repurchased (in shares) | 52,551 | 417,000 | 1,651,000 | 635,000 | ||
Subsequent Event | ||||||
Class of Stock [Line Items] | ||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 127,600,000 |
Stockholders' Equity - Repurcha
Stockholders' Equity - Repurchases under Program (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | |||||
Number of Shares Repurchased (in shares) | 52,551 | 417,000 | 1,651,000 | 635,000 | |
Total Expenditures | $ 22,356 | $ 77,401 | $ 22,599 | ||
Proceeds from (Repurchase of) Equity | $ 1,900 |
Stock-Based Awards - Plans Info
Stock-Based Awards - Plans Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted (in shares) | 0 | ||
Percentage of the fair market value at time of grant | 85.00% | ||
Percentage of the fair market value at the time of exercise | 85.00% | ||
Shares issued under employee stock purchase plan (in shares) | 181,648 | ||
Weighted average purchase price (in usd per share) | $ 44.47 | ||
Shares issued under employee stock purchase plan | $ 8,077,000 | $ 6,422,000 | $ 5,621,000 |
Incentive stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total intrinsic value of options exercised | 20,400,000 | 25,800,000 | 9,200,000 |
Total grant date fair value of stock options vested | 700,000 | $ 5,500,000 | $ 15,400,000 |
Unrecognized compensation expense related to options | $ 100,000 | ||
Unrecognized compensation expense, weighted-average period of recognition | 3 months 18 days | ||
Stock options granted (in shares) | 0 | 0 | 0 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense, weighted-average period of recognition | 2 years 7 months 6 days | ||
Weighted average grant date fair value, granted (in usd per share) | $ 55.69 | $ 46.17 | $ 37.99 |
Fair value of restricted stock units vested | $ 58,400,000 | $ 49,900,000 | $ 37,200,000 |
Unrecognized compensation expense related to nonvested restricted stock units | $ 127,200,000 | ||
Awards granted (in shares) | 1,589,000 | ||
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares issuable under plan (in shares) | 3,846,143 | ||
Performance-based awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense, weighted-average period of recognition | 1 year 8 months 12 days | ||
Weighted average grant date fair value, granted (in usd per share) | $ 56.74 | $ 40.53 | $ 41.73 |
Awards granted (in shares) | 390,000 | ||
Unrecognized compensation expense | $ 16,900,000 | ||
1999 and 2009 Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares issuable under plan (in shares) | 0 | ||
2010 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares issuable under plan (in shares) | 5,492,602 | ||
Additional issuable shares authorization, annual increase, maximum number of shares (in shares) | 5,500,000 | ||
Additional issuable shares authorization, annual increase, percentage of outstanding stock, maximum | 4.50% | ||
2010 Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares to be added from 1999 and 2009 Plans (in shares) | 5,614,369 | ||
2010 Plan | Maximum | Incentive stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award expiration period | 10 years |
Stock-Based Awards - Summary of
Stock-Based Awards - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Options Outstanding, Shares | ||
Shares outstanding, beginning of period (in shares) | 3,828 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (947) | |
Forfeited (in shares) | (30) | |
Shares outstanding, period end (in shares) | 2,851 | 3,828 |
Stock Options Outstanding, Weighted Average Exercise Price | ||
Weighted average exercise price, outstanding, beginning of period (in usd per share) | $ 32.41 | |
Weighted average exercise price, granted (in usd per share) | 0 | |
Weighted average exercise price, exercised (in usd per share) | 36.21 | |
Weighted average exercise price, forfeited (in usd per share) | 49.43 | |
Weighted average exercise price, outstanding, period end (in usd per share) | $ 30.97 | $ 32.41 |
Stock Options, Additional Disclosures | ||
Weighted average remaining contractual term, outstanding | 3 years 1 month 6 days | 4 years 1 month 6 days |
Aggregate intrinsic value, outstanding | $ 78,580 | $ 70,436 |
Exercisable (in shares) | 2,844 | |
Weighted average exercise price, exercisable (in usd per share) | $ 30.97 | |
Weighted average remaining contractual term, exercisable | 3 years 1 month 6 days | |
Aggregate intrinsic value, exercisable | $ 78,453 | |
Stock Options Vested and Expected to Vest | ||
Shares vested and expected to vest (in shares) | 2,849 | |
Weighted average exercise price, vested and expected (in usd per share) | $ 30.97 | |
Weighted average remaining contractual term, vested and expected to vest | 3 years 1 month 6 days | |
Aggregate intrinsic value, vested and expected to vest | $ 78,575 | |
Closing stock price (usd per share) | $ 58.55 | $ 50.43 |
Stock-Based Awards - Restricted
Stock-Based Awards - Restricted Stock and Performance-Based Stock Units (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Performance-based awards | |||
Number of Shares | |||
Number of shares, unvested Shares at beginning of period (in shares) | 1,924 | ||
Number of shares, granted (in shares) | 390 | ||
Number of shares, forfeited (in shares) | (562) | ||
Number of shares, vested (in shares) | 0 | ||
Number of shares, unvested Shares at period end (in share) | 1,752 | 1,924 | |
Weighted- Average Grant Date Fair Value | |||
Weighted average grant date fair value, unvested shares at beginning of period (in usd per share) | $ 40.81 | ||
Weighted average grant date fair value, granted (in usd per share) | 56.74 | $ 40.53 | $ 41.73 |
Weighted average grant date fair value, forfeited (in usd per share) | 41.29 | ||
Weighted average grant date fair value, vested (in usd per share) | 0 | ||
Weighted average grant date fair value, unvested shares at period end (in usd per share) | $ 44.21 | $ 40.81 | |
Restricted stock units | |||
Number of Shares | |||
Number of shares, unvested Shares at beginning of period (in shares) | 4,117 | ||
Number of shares, granted (in shares) | 1,589 | ||
Number of shares, forfeited (in shares) | (510) | ||
Number of shares, vested (in shares) | (1,440) | ||
Number of shares, unvested Shares at period end (in share) | 3,756 | 4,117 | |
Weighted- Average Grant Date Fair Value | |||
Weighted average grant date fair value, unvested shares at beginning of period (in usd per share) | $ 41.94 | ||
Weighted average grant date fair value, granted (in usd per share) | 55.69 | $ 46.17 | $ 37.99 |
Weighted average grant date fair value, forfeited (in usd per share) | 45.72 | ||
Weighted average grant date fair value, vested (in usd per share) | 40.61 | ||
Weighted average grant date fair value, unvested shares at period end (in usd per share) | $ 47.76 | $ 41.94 |
Stock-Based Awards Stock-Based
Stock-Based Awards Stock-Based Awards - Stock Option Pricing Model (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | 6 months | 6 months |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility, minimum | 25.20% | 30.00% | 25.60% |
Expected volatility, maximum | 34.40% | 37.90% | 37.90% |
Risk-free interest rate, minimum | 1.60% | 1.50% | 0.60% |
Risk-free interest rate, maximum | 2.50% | 2.50% | 1.50% |
Grant date fair value per share, minimum | $ 12.33 | $ 9.19 | $ 8.28 |
Grant date fair value per share, maximum | $ 13.07 | $ 12.33 | $ 9.73 |
Stock-Based Awards - Schedule o
Stock-Based Awards - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Less: capitalized stock-based compensation | $ (4,847) | $ (5,042) | $ (4,998) |
Share-based compensation expense | 72,430 | 66,557 | 65,924 |
Cost of revenue | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 6,282 | 4,218 | 4,904 |
Sales and marketing | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 27,780 | 24,440 | 28,521 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 16,003 | 11,800 | 9,630 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 22,365 | 19,872 | 22,869 |
Restructuring | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 0 | 6,227 | 0 |
Options | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense and capitalized compensation | 608 | 4,839 | 13,946 |
Restricted stock units | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense and capitalized compensation | 66,880 | 53,164 | 44,149 |
Performance-based awards | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense and capitalized compensation | 7,468 | 5,512 | 11,229 |
ESPP | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense and capitalized compensation | 2,321 | 1,857 | 1,598 |
Restructuring | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense and capitalized compensation | $ 0 | $ 6,227 | $ 0 |
Income Taxes - Components of In
Income Taxes - Components of Income Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 3,188 | $ (21,174) | $ (32,853) |
Foreign | (4,552) | (10,073) | (26,736) |
Loss before income tax provision | $ (1,364) | $ (31,247) | $ (59,589) |
Income Taxes - Components of _2
Income Taxes - Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current income tax provision: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 225 | 204 | 114 |
Foreign | 2,467 | 2,514 | 1,580 |
Total current income tax provision | 2,692 | 2,718 | 1,694 |
Deferred income tax benefit: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | (2) | (123) | 52 |
Total deferred income tax benefit | (2) | (123) | 52 |
Total income tax provision | $ 2,690 | $ 2,595 | $ 1,746 |
Income Taxes - Components of Ef
Income Taxes - Components of Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation | |||
US Federal tax benefit at statutory rates | $ (286) | $ (6,562) | $ (20,260) |
State income taxes, net of federal tax benefit | 240 | (248) | (806) |
Foreign rate differential | 2,883 | 2,764 | 5,220 |
Stock based compensation | (1,261) | 3,029 | 3,182 |
Other permanent differences | 479 | 280 | (494) |
Deferred adjustments / US rate change | (442) | 1,430 | 7,811 |
Other | (190) | 130 | 262 |
Valuation allowance | 1,267 | 1,772 | 6,831 |
Total income tax provision | $ 2,690 | $ 2,595 | $ 1,746 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Accrued expenses | $ 2,427 | $ 2,353 |
Long-lived intangible assets and fixed assets - basis difference | 25,178 | 22,947 |
Net operating loss carryforwards | 81,575 | 82,017 |
Stock-based compensation | 15,398 | 15,172 |
Operating lease liabilities | 17,281 | |
Deferred revenue | 3,258 | 2,861 |
Other | 5,100 | 4,557 |
Total deferred tax assets | 150,217 | 129,907 |
Valuation allowance | (116,915) | (117,058) |
Deferred tax assets, net of valuation allowance | 33,302 | 12,849 |
Deferred tax liabilities: | ||
Prepaid expenses and deferred commissions | (14,502) | (10,831) |
Operating right-of-use assets | (16,960) | |
Other | (795) | (976) |
Total deferred tax liabilities | (32,257) | (11,807) |
Net deferred tax assets | $ 1,045 | $ 1,042 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||
Net increase (decrease) to valuation allowance primarily due to additional net operating losses | $ 0.1 | $ 1.5 | $ 6.8 |
Undistributed foreign earnings | 5.3 | 3.1 | |
Potential tax impact if undistributed foreign earnings were distributed | 0.1 | 0.1 | |
Federal Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Federal, state and foreign net operating losses | $ 256.8 | $ 275.5 | $ 89.7 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits | |||
Unrecognized tax benefit, beginning balance | $ 1,402 | $ 1,271 | $ 276 |
Increases for tax positions related to the current year | 0 | 131 | 995 |
Decreases for tax positions related to the current year | (1,402) | 0 | 0 |
Unrecognized tax benefit, ending balance | $ 0 | $ 1,402 | $ 1,271 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Other Contractual Arrangements | Letter of Credit | ||
Loss Contingencies [Line Items] | ||
Outstanding letters of credit | $ 8.3 | $ 7.7 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
Weighted-average remaining lease term | 6 years |
Operating lease cost | $ 15,209 |
Sublease income | (3,744) |
Net lease cost | $ 11,465 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Weighted-average remaining lease term | 1 year |
Remaining lease terms | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Weighted-average remaining lease term | 12 years |
Remaining lease terms | 5 years |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for operating leases | $ 19,524 |
Right-of-use assets obtained in exchange for lease obligations | $ 86,120 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information of Operating Leases (Details) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
Operating lease right-of-use assets | $ 72,944 |
Operating lease liabilities (current and non-current) | $ 74,430 |
Weighted-average remaining lease term | 6 years |
Weighted-average incremental borrowing rate | 3.30% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 9,434 |
2021 | 16,054 |
2022 | 15,680 |
2023 | 15,676 |
2024 | 7,937 |
Thereafter | 18,114 |
Total lease payments | 82,895 |
Less: Imputed interest | (8,465) |
Present value of operating lease liabilities | $ 74,430 |
Leases - Maturities of Leases U
Leases - Maturities of Leases Under Previous Standard (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
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 |
401(k) Savings Plan (Details)
401(k) Savings Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |||
401(k) employer matching percentage | 50.00% | ||
Maximum 401(k) annual contributions by employer per employee | $ 2,400 | ||
401(k) vesting period | 4 years | ||
401(k) matching contribution expenses | $ 2,200,000 | $ 2,000,000 | $ 2,000,000 |
Deferred Revenue and Remainin_2
Deferred Revenue and Remaining Performance Obligations - Deferred Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Revenue recognized | $ 311.8 | $ 301.9 |
Expected to be recognized from remaining performance obligations | $ 962.4 |
Deferred Revenue and Remainin_3
Deferred Revenue and Remaining Performance Obligations - Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | 12 Months Ended |
Dec. 31, 2019 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Amount of revenue expected to be recognized in next 18 months | 66.66667% |
Period within obligations expected to be recognized | 18 months |
Segment and Geographic Inform_3
Segment and Geographic Information (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information - Sources of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 149,594 | $ 144,952 | $ 141,860 | $ 140,117 | $ 138,247 | $ 134,014 | $ 132,517 | $ 133,113 | $ 576,523 | $ 537,891 | $ 481,985 |
Subscription revenue | Product Concentration Risk | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 542,968 | 473,052 | 396,764 | ||||||||
Professional services revenue | Product Concentration Risk | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 33,555 | $ 64,839 | $ 85,221 |
Segment and Geographic Inform_5
Segment and Geographic Information - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 149,594 | $ 144,952 | $ 141,860 | $ 140,117 | $ 138,247 | $ 134,014 | $ 132,517 | $ 133,113 | $ 576,523 | $ 537,891 | $ 481,985 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 375,713 | 343,205 | 313,729 | ||||||||
All other countries | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 200,810 | $ 194,686 | $ 168,256 |
Segment and Geographic Inform_6
Segment and Geographic Information - Property and Equipment by Geographic Region (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 36,526 | $ 77,254 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 26,479 | 69,550 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 4,287 | 3,558 |
All other countries | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 5,760 | $ 4,146 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |||
Value of resources donated to related parties | $ 3.5 | $ 3.7 | $ 3.4 |
Selected Quarterly Data (Unau_3
Selected Quarterly Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Unaudited Quarterly Consolidated Statements of Operations | |||||||||||
Revenue | $ 149,594 | $ 144,952 | $ 141,860 | $ 140,117 | $ 138,247 | $ 134,014 | $ 132,517 | $ 133,113 | $ 576,523 | $ 537,891 | $ 481,985 |
Gross profit | 111,428 | 107,785 | 101,673 | 106,422 | 103,454 | 97,843 | 96,152 | 96,093 | 427,308 | 393,542 | 339,118 |
(Loss) income from operations | 10,583 | 3,713 | (3,594) | 1,231 | 2,598 | 1,574 | (3,095) | (8,846) | 11,933 | (7,769) | (49,256) |
Net loss | $ 9,432 | $ (1,217) | $ (8,805) | $ (3,464) | $ (3,173) | $ (2,447) | $ (12,007) | $ (16,216) | $ (4,054) | $ (33,842) | $ (61,335) |
Net (loss) income per share, basic (usd per share) | $ 0.16 | $ (0.02) | $ (0.15) | $ (0.06) | $ (0.05) | $ (0.04) | $ (0.21) | $ (0.28) | |||
Net (loss) income per share, diluted (usd per share) | $ 0.15 | $ (0.02) | $ (0.15) | $ (0.06) | $ (0.05) | $ (0.04) | $ (0.21) | $ (0.28) |
Subsequent Events (Detail)
Subsequent Events (Detail) - Subsequent Event | Feb. 24, 2020USD ($) |
Saba Software, Inc. | |
Subsequent Event [Line Items] | |
Purchase Price | $ 1,395,000,000 |
Cash consideration paid | 1,330,000,000 |
Equity interest transfered | 1,110,352 |
Senior Loans | |
Subsequent Event [Line Items] | |
Face amount of debt issued | 985,000,000 |
Revolving Credit Facility | |
Subsequent Event [Line Items] | |
Face amount of debt issued | 150,000,000 |
The 2021 Notes | |
Subsequent Event [Line Items] | |
Consent Fee | $ 3,000,000 |
Uncategorized Items - a10-k2019
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 28,270,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 28,270,000 |