COVER PAGE
COVER PAGE - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 05, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35098 | |
Entity Registrant Name | Cornerstone OnDemand, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-4068197 | |
Entity Address, Address Line One | 1601 Cloverfield Blvd. | |
Entity Address, Address Line Two | Suite 620 South | |
Entity Address, City or Town | Santa Monica | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90404 | |
City Area Code | (310) | |
Local Phone Number | 752-0200 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | CSOD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 64,341,208 | |
Amendment Flag | false | |
Entity Central Index Key | 0001401680 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 136,492 | $ 215,907 |
Short-term investments | 0 | 201,579 |
Accounts receivable, net | 166,644 | 131,105 |
Deferred commissions, current portion | 36,299 | 33,215 |
Prepaid expenses and other current assets | 36,464 | 30,512 |
Total current assets | 375,899 | 612,318 |
Capitalized software development costs, net | 51,088 | 50,023 |
Property and equipment, net | 38,562 | 36,526 |
Operating right-of-use assets | 83,527 | 72,944 |
Deferred commissions, net of current portion | 71,826 | 74,563 |
Long-term investments | 9,170 | 60,192 |
Intangible assets, net | 480,572 | 9,440 |
Goodwill | 961,602 | 47,453 |
Deferred tax assets | 6,865 | 1,045 |
Other assets | 10,183 | 1,597 |
Total assets | 2,089,294 | 966,101 |
Current liabilities: | ||
Accounts payable | 19,955 | 3,803 |
Accrued expenses | 94,265 | 78,075 |
Deferred revenue, current portion | 362,356 | 339,522 |
Operating lease liabilities, current portion | 15,051 | 7,235 |
Debt, current portion | 7,535 | 0 |
Other liabilities | 15,824 | 11,015 |
Total current liabilities | 514,986 | 439,650 |
Debt, net of current portion | 1,224,818 | 293,174 |
Deferred revenue, net of current portion | 7,639 | 6,945 |
Operating lease liabilities, net of current portion | 72,266 | 67,195 |
Deferred tax liabilities | 22,785 | 0 |
Other liabilities, non-current | 5,260 | 655 |
Total liabilities | 1,847,754 | 807,619 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value | 6 | 6 |
Additional paid-in capital | 788,150 | 682,717 |
Accumulated deficit | (550,442) | (524,680) |
Accumulated other comprehensive income | 3,826 | 439 |
Total stockholders’ equity | 241,540 | 158,482 |
Total liabilities and stockholders’ equity | $ 2,089,294 | $ 966,101 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 184,358 | $ 141,860 | $ 334,494 | $ 281,977 |
Cost of revenue | 58,000 | 40,187 | 99,924 | 73,882 |
Gross profit | 126,358 | 101,673 | 234,570 | 208,095 |
Operating expenses: | ||||
Sales and marketing | 64,942 | 58,691 | 120,272 | 113,196 |
Research and development | 28,338 | 24,337 | 52,423 | 52,083 |
General and administrative | 25,620 | 22,239 | 50,345 | 45,179 |
Acquisition-related costs | 20,093 | 0 | 26,904 | 0 |
Restructuring | 9,733 | 0 | 9,733 | 0 |
Total operating expenses | 148,726 | 105,267 | 259,677 | 210,458 |
Loss from operations | (22,368) | (3,594) | (25,107) | (2,363) |
Other expense: | ||||
Interest expense | (18,219) | (5,378) | (23,720) | (10,744) |
Other, net | (514) | 1,081 | (5,878) | 2,474 |
Other expense, net | (18,733) | (4,297) | (29,598) | (8,270) |
Loss before income tax provision | (41,101) | (7,891) | (54,705) | (10,633) |
Income tax benefit (provision) | 29,114 | (914) | 28,943 | (1,636) |
Net loss | $ (11,987) | $ (8,805) | $ (25,762) | $ (12,269) |
Net loss per share, basic and diluted (USD per share) | $ (0.19) | $ (0.15) | $ (0.41) | $ (0.21) |
Weighted average common shares outstanding, basic and diluted (in shares) | 63,593 | 59,715 | 62,612 | 59,430 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (11,987) | $ (8,805) | $ (25,762) | $ (12,269) |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustment | 277 | 1,022 | 3,610 | 1,191 |
Net change in unrealized gains (losses) on investments | 0 | 13 | (223) | 185 |
Other comprehensive income, net of tax | 277 | 1,035 | 3,387 | 1,376 |
Total comprehensive loss | $ (11,710) | $ (7,770) | $ (22,375) | $ (10,893) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Dec. 31, 2018 | 58,886,000 | ||||
Beginning 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) | 270,000 | ||||
Issuance of common stock upon the exercise of options | 10,147 | 10,147 | |||
Vesting of restricted stock units (in shares) | 731,000 | ||||
Shares issued under employee stock purchase plan (in shares) | 90,000 | ||||
Shares issued under employee stock purchase plan | 3,927 | 3,927 | |||
Stock-based compensation | 38,309 | 38,309 | |||
Net loss | (12,269) | (12,269) | |||
Other comprehensive income, net of tax | 1,376 | 1,376 | |||
Ending balance (in shares) at Jun. 30, 2019 | 59,977,000 | ||||
Ending balance at Jun. 30, 2019 | 106,733 | $ 6 | 637,770 | (532,895) | 1,852 |
Beginning balance (in shares) at Mar. 31, 2019 | 59,407,000 | ||||
Beginning balance at Mar. 31, 2019 | 84,901 | $ 6 | 608,168 | (524,090) | 817 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon the exercise of options (in shares) | 141,000 | ||||
Issuance of common stock upon the exercise of options | 5,163 | 5,163 | |||
Vesting of restricted stock units (in shares) | 339,000 | ||||
Shares issued under employee stock purchase plan (in shares) | 90,000 | ||||
Shares issued under employee stock purchase plan | 3,927 | 3,927 | |||
Stock-based compensation | 20,512 | 20,512 | |||
Net loss | (8,805) | (8,805) | |||
Other comprehensive income, net of tax | 1,035 | 1,035 | |||
Ending balance (in shares) at Jun. 30, 2019 | 59,977,000 | ||||
Ending balance at Jun. 30, 2019 | 106,733 | $ 6 | 637,770 | (532,895) | 1,852 |
Beginning balance (in shares) at Dec. 31, 2019 | 61,038,000 | ||||
Beginning balance at Dec. 31, 2019 | $ 158,482 | $ 6 | 682,717 | (524,680) | 439 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon the exercise of options (in shares) | 704,000 | 704,000 | |||
Issuance of common stock upon the exercise of options | $ 8,188 | 8,188 | |||
Vesting of restricted stock units (in shares) | 1,078,000 | ||||
Vesting of restricted stock units | 0 | ||||
Shares issued under employee stock purchase plan (in shares) | 130,000 | ||||
Shares issued under employee stock purchase plan | 4,370 | 4,370 | |||
Stock-based compensation | 41,388 | 41,388 | |||
Common stock issued in acquisition (in shares) | 1,110,000 | ||||
Common stock issued in acquisition | 32,889 | 32,889 | |||
Modification of Convertible Notes | 18,598 | 18,598 | |||
Net loss | (25,762) | (25,762) | |||
Other comprehensive income, net of tax | 3,387 | 3,387 | |||
Ending balance (in shares) at Jun. 30, 2020 | 64,060,000 | ||||
Ending balance at Jun. 30, 2020 | 241,540 | $ 6 | 788,150 | (550,442) | 3,826 |
Beginning balance (in shares) at Mar. 31, 2020 | 62,512,000 | ||||
Beginning balance at Mar. 31, 2020 | 181,258 | $ 6 | 716,158 | (538,455) | 3,549 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon the exercise of options (in shares) | 5,000 | ||||
Issuance of common stock upon the exercise of options | 107 | 107 | |||
Vesting of restricted stock units (in shares) | 303,000 | ||||
Vesting of restricted stock units | $ 0 | ||||
Shares issued under employee stock purchase plan (in shares) | 130,177 | 130,000 | |||
Shares issued under employee stock purchase plan | $ 4,370 | 4,370 | |||
Stock-based compensation | 16,028 | 16,028 | |||
Common stock issued in acquisition (in shares) | 1,110,000 | ||||
Common stock issued in acquisition | 32,889 | 32,889 | |||
Modification of Convertible Notes | 18,598 | 18,598 | |||
Net loss | (11,987) | (11,987) | |||
Other comprehensive income, net of tax | 277 | 277 | |||
Ending balance (in shares) at Jun. 30, 2020 | 64,060,000 | ||||
Ending balance at Jun. 30, 2020 | $ 241,540 | $ 6 | $ 788,150 | $ (550,442) | $ 3,826 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (25,762) | $ (12,269) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 43,159 | 20,034 |
Accretion of debt discount and amortization of debt issuance costs | 4,687 | 2,543 |
Amortization (accretion) of purchased investment premium or discount, net | 41 | (725) |
Net foreign currency and other loss | 7,990 | 1,115 |
Stock-based compensation expense | 37,273 | 36,196 |
Deferred income taxes | (30,636) | 0 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 21,334 | 21,874 |
Deferred commissions | (3,204) | (8,730) |
Prepaid expenses and other assets | 9,320 | 6,954 |
Accounts payable | 3,798 | 1,606 |
Accrued expenses | 2,493 | (9,719) |
Deferred revenue | (42,911) | (32,574) |
Other liabilities | 1,180 | 2,172 |
Net cash provided by operating activities | 28,762 | 28,477 |
Cash flows from investing activities | ||
Purchases of marketable investments | (20,419) | (82) |
Maturities and sales of investments | 272,173 | 197,774 |
Capital expenditures | (2,275) | (9,274) |
Capitalized software costs | (13,524) | (14,127) |
Cash paid for acquisitions, net of cash acquired | (1,298,172) | 0 |
Net cash (used in) provided by investing activities | (1,062,217) | 174,291 |
Cash flows from financing activities | ||
Proceeds from term loan debt, net of discount | 979,582 | 0 |
Payments of debt issuance and modification costs | (30,268) | 0 |
Proceeds from employee stock plans | 12,627 | 14,211 |
Payment of tax withholdings for employee stock plans | 0 | (5,469) |
Net cash provided by financing activities | 961,941 | 8,742 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (2,788) | 0 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (74,302) | 211,510 |
Cash, cash equivalents, and restricted cash at beginning of period | 215,907 | 183,596 |
Cash, cash equivalents, and restricted cash at end of period | 141,605 | 395,106 |
Supplemental cash flow data | ||
Cash paid for interest | 8,684 | 8,731 |
Cash paid for income taxes | 2,543 | 970 |
Non-cash investing and financing activities: | ||
Assets acquired under capital leases and other financing arrangements | 0 | 1,702 |
Capitalized assets financed by accounts payable and accrued expenses | 275 | 2,728 |
Capitalized stock-based compensation | 4,115 | 2,113 |
Issuance of common stock for partial consideration for acquisition | 32,889 | 0 |
Increase in debt discount as a result of modification of Convertible Notes | 18,598 | 0 |
Reconciliation of cash, cash equivalents, and restricted cash | ||
Total cash, cash equivalents, and restricted cash | $ 141,605 | $ 395,106 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Company Overview Cornerstone OnDemand, Inc. (“Cornerstone” or the “Company”) 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 empower employees to realize their potential and drive success. On April 22, 2020, the Company acquired Saba Software, Inc. (“Saba”), a provider of talent experience solutions. The Company works with customers across all geographies, vertical markets, and market segments. Its Learning, Performance, Recruiting, 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 aggregated and consolidated basis to the Company’s chief executive officer, who is the Company’s chief operating decision maker. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements. These unaudited condensed financial statements are presented in accordance with (i) accounting standards generally accepted in the United States of America (“GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements include all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim periods presented. Results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, for any other interim period, or for any other future year. Certain prior period balances have been reclassified to conform to the current period presentation. Recently Adopted Accounting Pronouncements Effective January 1, 2020, the Company adopted the requirements of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using a modified retrospective method of adoption. All amounts and disclosures set forth in this Quarterly Report on Form 10-Q have been updated to comply with this new standard with results for reporting periods beginning after January 1, 2020 presented under ASU 2016-13, while prior period amounts and disclosures were not adjusted and continue to be reported under the accounting standards in effect for the prior period. ASU 2016-13 replaces the incurred loss methodology with an expected loss methodology, referred to as current expected credit loss (“CECL”), for financial instruments, including accounts receivables. The cumulative effect of adopting ASU 2016-13 did not have a material impact on the Company's accumulated deficit as of January 1, 2020. The Company's expected loss allowance methodology for accounts receivable is developed using historical collection experience, current receivables aging, consideration of current conditions, and other relevant data. On January 1, 2020, the Company adopted the requirements of Accounting Standards Update No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement (“ASU 2018-15”), using a prospective method of adoption. ASU 2018-15 aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset and which costs to expense. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. Accounting Pronouncements Pending Adoption In December 2019, the Financial Accounting Standards Board (“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 Accounting Policies |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Saba On April 22, 2020, the Company acquired 100% of the equity interests of the direct and indirect subsidiaries of Vector Talent Holdings, L.P., including Saba Software, Inc. (such subsidiaries, collectively, “Saba”), to expand its cloud-based learning, talent management, and talent experience software offerings. The Company acquired Saba for an aggregate purchase price of $1.313 billion, consisting of $1.280 billion in cash (net of cash acquired) and 1,110,352 shares of the Company's common stock with an aggregate value of $32.9 million. The acquisition was financed with a combination of cash on hand and proceeds from new borrowings (refer to Note 3 – Debt for further details). Under the terms of the purchase agreement, the final consideration is subject to certain adjustments based on a determination of closing net working capital and net indebtedness (as defined in the purchase agreement). The purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated 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 is primarily attributable to the acquired workforce and synergies expected to arise after the acquisition, including future technologies and customers of the combined business. The final allocation of purchase consideration to assets and liabilities, remains in process as the Company continues to evaluate certain balances, estimates, and assumptions during the measurement period (up to one year from the acquisition date). The results of operations and the provisional fair values of the assets acquired and liabilities assumed have been included in the condensed consolidated financial statements as of the date of acquisition. During the three months ended June 30, 2020, Saba contributed $29.4 million to revenue. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as a result of the acquisition of Saba (in thousands): Cash and cash equivalents $ 49,471 Accounts receivable 58,764 Prepaid expenses and other current assets 13,020 Property and equipment 9,446 Operating right-of-use assets 16,700 Intangible assets 481,000 Goodwill 905,498 Other assets 2,698 Total assets 1,536,597 Accounts payable and accrued expenses 28,978 Deferred revenue 69,940 Operating lease liabilities 16,532 Deferred tax liabilities, net 46,472 Other liabilities 12,782 Total liabilities 174,704 Total purchase consideration $ 1,361,893 Identifiable Intangible Assets The following table provides the preliminary valuation of the Saba intangible assets, along with their estimated useful lives: Estimated Fair Value Estimated Useful Life Customer relationships $ 294,800 11 Customer contracts 58,500 2 Developed technology 120,500 3 – 5 Trade names, trademarks, and domain names 7,200 3 Total $ 481,000 The identifiable intangible assets are amortized on a straight-line basis over their respective estimated useful lives to sales and marketing for customer-related intangible assets, cost of revenue for developed technology intangible assets, and general and administrative expense for all other intangible assets. Management applied significant judgment in determining the fair value of intangible assets, which involved the use of estimates and assumptions with respect to estimated future subscription revenue and related profit margins; costs anticipated to fulfill remaining acquired performance obligations and related profit margins; customer retention rates; technology migration curves; royalty rates; discount rates; and economic lives assigned to acquired intangible assets. Unaudited Pro Forma Financial Information The following table presents the unaudited pro forma results for the three and six months ended June 30, 2020 and 2019. The unaudited pro forma financial information combines the results of operations of Cornerstone OnDemand and Saba as though the companies had been combined as of January 1, 2019. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at such time. The unaudited pro forma results presented below include adjustments for amortization of identifiable intangible assets, interest expense related to debt financing, and related tax effects (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Revenue $ 220,574 $ 206,703 $ 439,538 $ 409,300 Net loss (22,947) (32,911) (60,193) (59,671) Clustree On January 24, 2020, the Company purchase d all of the outstanding shares of Clustree SAS (“Clustree”), a developer of a skills engine and skills ontology. The Company paid cash consideration of approximately $18.6 million. The purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated 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 this transaction is primarily attributable to the ability to enhance the Company's product portfolio. The final allocation of purchase consideration to certain assets and liabilities, primarily related to taxes and assumed liabilities, remains in process as the Company continues to evaluate certain estimates and assumptions during the measurement period (up to one year from the acquisition date). The Company's preliminary allocation of the total purchase consideration as of January 24, 2020 is summarized below: Fair Value Tangible assets $ 1,275 Intangible assets – developed technology 9,800 Intangible assets – customer relationships 800 Goodwill 8,875 Deferred tax liabilities (1,020) Accounts payable and accrued expenses (755) Deferred revenue (336) Net assets acquired $ 18,639 The intangible assets related to developed technology and customer relationships are amortized on a straight-line basis over three years to cost of revenue and two years to sales and marketing expense, respectively. Pro forma results of operations related to the acquisition of Clustree have not been presented as the impact of the acquisition is not material to the Company’s financial results. Acquisition-related costs for both Saba and Clustree primarily consisted of external fees for advisory, legal, and other professional services, and totaled approximately $20.1 million and $26.9 million, for the three and six months ended June 30, 2020, respectively. These costs were expensed as incurred and recorded in acquisition-related costs in the condensed consolidated statements of operations. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Term Loan B and Revolving Credit Facility On April 22, 2020, the Company entered into a credit agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (“Agent”), which provided for a seven-year senior secured term loan B facility (the “Term Loan Facility”) in an aggregate principal amount of $1.0047 billion for a purchase price equal to 97.5% of the principal amount. Principal payments are due quarterly, beginning in the fourth quarter of 2020, at a rate of 0.25% of the principal amount; the remaining outstanding principal balance is due in April 2027. In addition, the Company entered into a five-year senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of up to $150.0 million, of which $43.8 million remained available at June 30, 2020. The available borrowings under the Revolving Credit Facility are limited by indebtedness covenants with the holders of the Convertible Notes (as defined below) and letters of credit issued under the Credit Agreement. The Revolving Credit Facility includes a letter of credit sub-facility of up to $30.0 million. Borrowings under the Credit Agreement bear interest at a rate per annum equal to LIBOR for an interest period of one month, plus an applicable margin of 4.25%, with a 0.00% LIBOR floor. Interest is payable on a quarterly basis. The net carrying amounts of the components of the Term Loan Facility consist of the following (in thousands): June 30, 2020 Principal amount $ 1,004,700 Unamortized debt discount (24,419) Unamortized debt issuance costs (22,661) Net carrying value $ 957,620 The effective interest rate is 6.1% for the Term Loan Facility as of June 30, 2020. The following table presents the interest expense recognized related to the Term Loan Facility (in thousands): Three Months Ended June 30, 2020 Contractual interest expense $ 10,298 Accretion of debt discount 699 Amortization of debt issuance costs 663 Total $ 11,660 Undrawn amounts under the Revolving Credit Facility accrue a commitment fee at an initial per annum rate of 0.50% subject to certain adjustments, beginning July 1, 2020. In addition to the unused commitment fee, the Company is required to pay certain letter of credit and related fronting fees and other administrative fees. The Company did not draw any amounts under the Revolving Credit Facility as of June 30, 2020. The Term Loan Facility, Revolving Credit Facility, and Convertible Notes (as discussed below) contain customary covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens, make certain investments (including acquisitions), dispose of certain assets, and make certain payments, including share repurchases and dividends. As of June 30, 2020, the Company was in compliance with all financial covenants. Convertible Notes In 2017, the Company issued $300.0 million principal amount of 5.75% senior convertible notes (the “Convertible 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 Convertible Notes using the effective interest method. The issuance costs were deferred and are being amortized to interest expense over the term of the Convertible Notes using the effective interest method. Interest is payable semi-annually in arrears on January 1 and July 1, commencing January 1, 2018. The Convertible 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 Convertible 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 Convertible Notes may convert their Convertible Notes at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date. The holders of the Convertible Notes may require the Company to repurchase all or a portion of their Convertible Notes at a cash repurchase price equal to 100% of the principal amount of the notes being repurchased, plus the remaining scheduled interest through and including the maturity date, upon a fundamental change and events of default, including non-payment of interest or principal and other obligations. On April 20, 2020, the Company amended the indenture to the Convertible Notes with US Bank National Association, as trustee (the “Supplemental Indenture”). Upon the completion of the acquisition of Saba on April 22, 2020, the Supplemental Indenture became effective, which permitted the Company to incur additional indebtedness and extended the maturity date of the Convertible Notes from July 1, 2021 to March 17, 2023. In connection with this amendment, the Company paid approximately $3.4 million in consent and other fees to the holders of the Convertible Notes which were capitalized as debt issuance costs. As part of the amendment, the Company applied modification accounting as the criteria requiring extinguishment accounting were not met. As a result of the modification accounting, the fair value of the conversion feature increased by $18.6 million. This increase in fair value was recorded as a debt discount with a corresponding increase to additional paid-in capital. The Company will accrete the debt discount related to the conversion feature and amortize the debt issuance costs related to consent and other fees, including the previously unaccreted and unamortized amounts, to interest expense over the remaining term of the Convertible Notes. The net carrying amounts of the liability components of the Convertible Notes consist of the following (in thousands): June 30, 2020 December 31, 2019 Principal amount $ 300,000 $ 300,000 Unaccreted debt discount (19,358) (2,691) Unamortized debt issuance costs (6,282) (4,135) Net carrying value $ 274,360 $ 293,174 The effective interest rate of the liability component is 9.5% for the Convertible Notes. The following table presents the interest expense recognized related to the Convertible Notes (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Contractual interest expense $ 4,313 $ 4,313 $ 8,626 $ 8,626 Accretion of debt discount 1,499 411 1,930 815 Amortization of debt issuance costs 593 632 1,256 1,255 Total $ 6,405 $ 5,356 $ 11,812 $ 10,696 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table presents the Company’s basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Net loss $ (11,987) $ (8,805) $ (25,762) $ (12,269) Net loss per share, basic and diluted $ (0.19) $ (0.15) $ (0.41) $ (0.21) Weighted-average shares of common stock outstanding, 63,593 59,715 62,612 59,430 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): June 30, 2020 2019 Options to purchase common stock, restricted stock units, and performance-based restricted stock units 8,947 10,199 Shares issuable pursuant to employee stock purchase plan 152 103 Convertible notes 7,143 7,143 Total shares excluded from net loss per share 16,242 17,445 |
CASH AND INVESTMENTS
CASH AND INVESTMENTS | 6 Months Ended |
Jun. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
CASH AND INVESTMENTS | CASH AND INVESTMENTS The Company’s investments in marketable and non-marketable securities are made pursuant to its investment policy, which has established guidelines relative to the diversification of the Company’s investments and their maturities, with the principal objective of capital preservation and maintaining liquidity that is sufficient to meet cash flow requirements. As of June 30, 2020, the Company did not have any marketable investments. The following is a summary of cash and marketable 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 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 marketable 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 Total long-term marketable investments $ 50,400 $ 47 $ (5) $ 50,442 Unrealized gains and losses on investments were not significant individually or in aggregate as of June 30, 2020 and December 31, 2019. Realized gains and losses for sales of investments during the three months ended June 30, 2020 and 2019 were not significant. During the six months ended June 30, 2020, the Company recognized a $1.9 million loss on the sale of available-for-sale securities. Realized gains and losses for sales of investments during the six months ended June 30, 2019 were not significant. The Company’s long-term investments are composed of the following (in thousands): June 30, 2020 December 31, 2019 Long-term marketable investments $ — $ 50,442 Non-marketable investments 9,170 9,750 Total long-term investments $ 9,170 $ 60,192 The Company’s non-marketable investments are composed of the following (in thousands): June 30, 2020 December 31, 2019 Accounted for at cost, adjusted for observable price changes $ 1,750 $ 1,750 Accounted for using the equity method 7,420 8,000 Total non-marketable investments $ 9,170 $ 9,750 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended |
Jun. 30, 2020 | |
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 (dollars in thousands): June 30, 2020 December 31, 2019 Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 3.2 $ 140,153 $ (12,899) $ 127,254 $ 39,984 $ (34,268) $ 5,716 Content library 3.8 4,700 (1,405) 3,295 4,700 (976) 3,724 Customer relationships 10.7 295,545 (5,235) 290,310 — — — Customer contracts 1.8 58,491 (5,524) 52,967 — — — Trade names, trademarks, and domain names 2.8 7,199 (453) 6,746 — — — Total $ 506,088 $ (25,516) $ 480,572 $ 44,684 $ (35,244) $ 9,440 During the first quarter of 2020, the gross carrying amount and accumulated amortization of fully amortized intangible assets were written off. Amortization of customer relationships and customer contracts is recorded in sales and marketing expense in the accompanying condensed consolidated statements of operations; amortization of trade names, trademarks, and domain names is recorded in general and administration expense; amortization for all other finite-lived intangibles is recorded in cost of revenue. Total amortization expense was $18.5 million and $20.2 million for the three and six months ended June 30, 2020, respectively. Total amortization expense was $1.0 million and $2.3 million for the three and six months ended June 30, 2019, respectively. The following table presents the Company's estimate of remaining amortization expense for finite-lived intangible assets that existed as of June 30, 2020 (in thousands): 2020 - remaining period $ 48,311 2021 94,942 2022 71,866 2023 50,016 2024 42,224 Thereafter 173,213 Estimated remaining amortization expense $ 480,572 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. The Company does not believe an impairment trigger occurred which would impact the recoverability of the carrying values as of June 30, 2020. There were no impairment charges related to identifiable intangible assets for the six months ended June 30, 2020 and 2019. Goodwill The following table presents the carrying amount of goodwill (in thousands): Balance as of December 31, 2019 $ 47,453 Goodwill resulting from acquisitions 914,373 Effect of foreign currency translation (224) Balance as of June 30, 2020 $ 961,602 |
RESTRUCTURING COSTS
RESTRUCTURING COSTS | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING COSTS | RESTRUCTURING COSTS On June 2, 2020, the Company announced workforce reductions as part of the Company’s integration plan to achieve its synergy targets associated with the acquisition of Saba. The cost of this workforce reduction is primarily composed of severance payments and termination benefits and the workforce reduction is expected to be substantially complete by the fourth quarter of 2020. All liabilities for severance and related benefits are included in accrued expenses in the condensed consolidated balance sheets. The following tables present activity for the Company's restructuring plan: Severance and Related Benefits (in thousands) Restructuring charges $ 9,525 Non-cash charges 208 Total restructuring expense $ 9,733 Restructuring liability balance as of December 31, 2019 $ — Restructuring charges 9,525 Cash payments (3,296) Effect of foreign currency translation (13) Restructuring liability balance as of June 30, 2020 $ 6,216 |
OTHER BALANCE SHEET AMOUNTS
OTHER BALANCE SHEET AMOUNTS | 6 Months Ended |
Jun. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
OTHER BALANCE SHEET AMOUNTS | OTHER BALANCE SHEET AMOUNTS Property and Equipment, net The balance of property and equipment, net is as follows (in thousands): Useful Life June 30, 2020 December 31, 2019 Computer equipment and software 1 – 5 years $ 64,651 $ 57,482 Furniture and fixtures 7 years 6,791 6,096 Leasehold improvements 1 – 6 years 25,019 22,800 Total property and equipment 96,461 86,378 Less: accumulated depreciation and amortization (57,899) (49,852) Total property and equipment, net $ 38,562 $ 36,526 Depreciation expense was $5.8 million and $3.0 million for the three months ended June 30, 2020 and 2019 and $8.9 million and $5.7 million for the six months ended June 30, 2020 and 2019, respectively. Accrued Expenses The balance of accrued expenses is as follows (in thousands): June 30, 2020 December 31, 2019 Accrued compensation $ 42,877 $ 33,626 Accrued commissions 11,603 18,834 Accrued interest 18,923 8,625 Other accrued expenses 20,862 16,990 Total accrued expenses $ 94,265 $ 78,075 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (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. Observable inputs are based on market data obtained from independent sources. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last one is considered unobservable: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that 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 Assets and liabilities measured at fair value on a recurring basis included the following (in thousands): June 30, 2020 December 31, 2019 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Cash equivalents $ — $ — $ — $ — $ 148,089 $ 148,089 $ — $ — Corporate bonds — — — — 122,648 — 122,648 — Agency bonds — — — — 3,968 — 3,968 — US treasury securities — — — — 70,089 — 70,089 — Commercial paper — — — — 23,828 — 23,828 — Certificate of deposit — — — — 3,937 3,937 — — Asset-backed securities — — — — 27,551 — 27,551 — Foreign currency forward contracts 256 — 256 — — — — — Total $ 256 $ — $ 256 $ — $ 400,110 $ 152,026 $ 248,084 $ — At June 30, 2020, the Company had no cash equivalents measured at fair value on a recurring basis. At December 31, 2019, cash equivalents of $148.1 million 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. At June 30, 2020, foreign currency forward contracts were classified within Level 2 of the fair value hierarchy and were valued based on quoted foreign exchange rates. The aggregate notional value of these contracts outstanding at June 30, 2020 was $11.0 million. The forward contracts are to exchange US dollars for Canadian dollars, have a maturity of less than one year, and are not used for speculative purposes. These contracts are used to manage the Company's exposure to foreign exchange rate risk related to operating expenses incurred in Canadian dollars. The contracts are re-measured to fair value at the end of each reporting period and are not designated as hedging instruments under applicable accounting guidance; therefore, changes in fair value of these contracts are recorded in other, net in the condensed consolidated statements of operations. At 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 instruments 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 Convertible Notes, as described in Note 3 – Debt , are presented in the accompanying condensed consolidated balance sheets at their original issuance value, net of unaccreted debt discount and unamortized debt issuance costs, and are not remeasured to fair value each period. The approximate fair value of the Company’s Convertible Notes as of June 30, 2020 was $365.9 million. The fair value of the Convertible Notes, which are classified as Level 2 financial instruments, was estimated on the basis of the current equity value implicit in the instrument. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS ’ EQUITY Common Stock As of June 30, 2020 and December 31, 2019 there were 1,000,000,000 shares of common stock authorized. As of June 30, 2020 and December 31, 2019 there were 64,059,877 and 61,037,517 shares issued and outstanding, respectively. 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”). 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 July 1, 2020, $127.6 million remained available for repurchase of shares under the 2019 Share Repurchase Program. There were no share repurchases under the 2019 Share Repurchase Program during the three and six months ended June 30, 2020. |
STOCK-BASED AWARDS
STOCK-BASED AWARDS | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED AWARDS | STOCK-BASED AWARDS Stock Options Stock option activity is summarized as follows (in thousands, except per share and term information): Number of Shares Weighted- Weighted- Aggregate Intrinsic Value 1 Outstanding, December 31, 2019 2,851 $ 30.97 3.1 $ 78,580 Exercised (704) 11.58 Forfeited (162) 41.94 Outstanding, June 30, 2020 1,985 $ 36.96 3.1 $ 12,688 Exercisable at June 30, 2020 1,985 $ 36.96 3.1 $ 12,688 Vested and expected to vest at June 30, 2020 1,985 $ 36.96 3.1 $ 12,688 1 Based on the Company’s closing stock price of $38.56 on June 30, 2020 and $58.55 on December 31, 2019. There were no stock options granted during the three and six months ended June 30, 2020 and 2019. Restricted Stock Units Restricted stock unit (“RSU”) activity is summarized as follows (shares in thousands): Number of Shares Weighted- Unvested shares at December 31, 2019 3,756 $ 47.76 Granted 1,943 34.29 Forfeited (131) 50.02 Vested (1,078) 43.80 Unvested shares at June 30, 2020 4,490 $ 42.81 Unrecognized compensation expense related to unvested RSUs was $145.8 million at June 30, 2020, which is expected to be recognized over a weighted-average period of 2.7 years. Performance-Based Restricted Stock Units Performance-based restricted stock unit (“PRSU”) activity is summarized as follows (shares in thousands): Number of Shares Weighted- Unvested shares at December 31, 2019 1 1,752 $ 44.21 Granted 720 36.06 Unvested shares at June 30, 2020 1 2,472 $ 41.83 1 Assumes maximum achievement of the specified financial targets. Unrecognized compensation expense related to unvested PRSUs was $18.6 million at June 30, 2020, which is expected to be recognized over a weighted-average period of 1.8 years. Employee Stock Purchase Plan Under the Company’s 2010 Employee Stock Purchase Plan (“ESPP”), eligible employees are granted the right to purchase shares at the lower of 85% of the fair 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, 4,326,341 shares remained available for issuance at June 30, 2020. During the three months ended June 30, 2020, 130,177 shares were purchased under the ESPP. Stock-Based Compensation Stock-based compensation expense is reflected in the accompanying condensed consolidated statements of operations as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Cost of revenue $ 2,122 $ 1,786 $ 4,823 $ 2,922 Sales and marketing 5,628 6,809 14,212 12,856 Research and development 2,724 4,319 7,524 8,515 General and administrative 3,421 6,237 10,506 11,903 Restructuring 208 — 208 — Total $ 14,103 $ 19,151 $ 37,273 $ 36,196 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s income tax benefit was approximately $29.1 million and $28.9 million with an effective income tax rate of 70.8% and 52.9% for the three and six months ended June 30, 2020. The Company’s income tax provision was approximately $0.9 million and $1.6 million with an effective income tax rate of (11.6)% and (15.4)% for the three and six months ended June 30, 2019, respectively. The Company’s effective tax rate differs from the US statutory rate of 21% primarily due to the change in the valuation allowance on the Company’s deferred tax assets and income taxes in foreign jurisdictions with no valuation allowances. In connection with the acquisition of Saba, the Company recorded excess deferred tax liabilities that provided a source of future income. This resulted in a partial change in judgment as to the realizability of the Company's US federal and state deferred tax assets. Consequently, the Company determined that a portion of its existing deferred tax assets were more likely than not to be realized and recognized a discrete income tax benefit of approximately $26.7 million during the three months ended June 30, 2020. The income tax provision is related to domestic income, certain foreign income, and withholding taxes. The Company does not have a material tax provision in significant jurisdictions in which it operates, such as the United States and United Kingdom, as it has historically generated losses. The Company has recorded a full valuation allowance against its net deferred tax assets and the Company does not currently anticipate recording an income tax benefit related to these deferred tax assets or current year losses other than the amount stated above. The Company computed income taxes for the quarter ended June 30, 2020 using the discrete method, applying the actual year-to date effective tax rate to pre-tax income or loss. The Company believes this method yields a more reliable income tax calculation for the period than the estimated annual effective tax rate method. The estimated annual effective tax rate method is not reasonable for the Company due to its sensitivity to small changes in forecasted annual income or loss before income taxes, which would result in significant variations in the customary relationship between income tax expense and pre-tax income or loss for interim periods. The Company is subject to United States federal income tax as well as to income tax in multiple state and foreign jurisdictions, including the United Kingdom. Federal income tax returns of the Company are subject to IRS examination for the 2016 through 2019 tax years. State income tax returns are subject to examination for the 2015 through 2019 tax years. Currently, an audit is ongoing in the UK for the year ended December 31, 2017. There are no ongoing audits in any other significant foreign tax jurisdictions. As of June 30, 2020, the Company recorded an increase in its uncertain tax positions in the amount of $5.5 million, including interest and penalties, related to the acquisition of Saba. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Commitments In March 2020, the Company entered into an agreement with a provider of cloud computing services under which the Company will pay $84.6 million over approximately seven years. Letters of Credit The Company maintains standby letters of credit in association with other contractual arrangements. Total letters of credit outstanding at June 30, 2020 and December 31, 2019 were $9.3 million and $8.3 million, respectively. Guarantees and Indemnifications The Company has made guarantees and indemnities under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions, including revenue transactions in the ordinary course of business. The Company is obligated to indemnify its directors and officers to the maximum extent permitted under the laws of the State of Delaware. However, the Company has a directors and officers insurance policy that may reduce its exposure in certain circumstances and may enable it to recover a portion of future amounts that may be payable, if any. The duration of the guarantees and indemnities varies and, in many cases, is indefinite but subject to statutes of limitations. To date, the Company has made no payments related to these guarantees and indemnities. The Company estimates the fair value of its indemnification obligations as insignificant based on this history and the Company’s insurance coverage and, therefore, has not recorded any liability for these guarantees and indemnities in the accompanying condensed consolidated balance sheets. Litigation The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. If the Company determines that it is probable that a loss has been incurred and the amount is reasonably estimable, the Company will record a liability. The Company has determined that it does not have a potential liability related to any legal proceedings or claims that would individually, or in the aggregate, have a significant adverse effect on its financial condition or operating results. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
LEASES | LEASES The Company has various non-cancelable operating leases for its offices and data centers. These arrangements have remaining lease terms ranging from one one The components of lease cost related to the Company's operating leases is as follows: Six Months Ended June 30, 2020 2019 (in thousands) Operating lease cost $ 8,843 $ 7,632 Sublease income (2,044) (1,685) Net lease cost $ 6,799 $ 5,947 Supplemental cash flow information related to leases, including leases acquired in business combinations, is as follows: Six Months Ended June 30, 2020 2019 (in thousands) Cash paid for operating leases $ 6,402 $ 5,700 Right-of-use assets obtained in exchange for lease obligations 17,762 5,452 Supplemental balance sheet information related to the Company's operating leases is as follows: June 30, 2020 December 31, 2019 Weighted-average remaining lease term 4.5 years 6.0 years Weighted-average incremental borrowing rate 3.5 % 3.3 % Maturities of the Company’s operating lease liabilities at June 30, 2020 are as follows (in thousands): 2020 – remaining period $ 11,889 2021 20,502 2022 19,585 2023 18,503 2024 9,195 Thereafter 22,595 Total lease payments 102,269 Less: Imputed interest 1 (14,952) Present value of operating lease liabilities $ 87,317 1 Calculated using the incremental borrowing rate for each lease. |
REVENUE, DEFERRED REVENUE, AND
REVENUE, DEFERRED REVENUE, AND REMAINING PERFORMANCE OBLIGATIONS | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE, DEFERRED REVENUE, AND REMAINING PERFORMANCE OBLIGATIONS | REVENUE, DEFERRED REVENUE, AND REMAINING PERFORMANCE OBLIGATIONS Disaggregation of Revenue The following table sets forth the Company's sources of revenue (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Subscription revenue $ 177,217 $ 132,562 $ 321,638 $ 263,818 Professional services revenue 7,141 9,298 12,856 18,159 Total revenue $ 184,358 $ 141,860 $ 334,494 $ 281,977 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): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 United States $ 119,385 $ 92,681 $ 217,303 $ 183,278 All other countries 64,973 49,179 117,191 98,699 Total revenue $ 184,358 $ 141,860 $ 334,494 $ 281,977 Deferred Revenue The Company recognized $138.6 million and $126.0 million of revenue during the three months ended June 30, 2020 and 2019, respectively, that was included in the deferred revenue balances as of March 31, 2020 and 2019, respectively. The Company recognized $243.2 million and $221.5 million of revenue during the six months ended June 30, 2020 and 2019, respectively, that was included in the deferred revenue balances as of December 31, 2019 and 2018, respectively. Transaction Price Allocated to Remaining Performance Obligations As of June 30, 2020, approximately $1.101 billion of revenue is expected to be recognized from remaining performance obligations. This amount mainly comprises subscription revenue, with no material amounts attributable to professional services and other revenue. The Company expects to recognize revenue on approximately 70% of these remaining performance obligations over the next 18 months, with the balance recognized thereafter. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONSThe Cornerstone OnDemand Foundation (the “Foundation”) empowers communities in the United States and internationally by increasing the impact of the non-profit sector through the utilization of people development technology including the Company’s products. The Company’s founder and co-chairman of the board is on the board of directors of the Foundation. The Company does not direct the Foundation’s activities, and accordingly, the Company does not consolidate the Foundation’s statement of activities with its financial results. During the three months ended June 30, 2020 and 2019, the Company provided at no charge certain resources to the Foundation, with approximate values of $0.7 million and $0.8 million, respectively. During the six months ended June 30, 2020 and 2019, the Company provided at no charge certain resources to the Foundation, with approximate values of $1.8 million and $2.0 million, respectively. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements. These unaudited condensed financial statements are presented in accordance with (i) accounting standards generally accepted in the United States of America (“GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements include all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim periods presented. Results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, for any other interim period, or for any other future year. Certain prior period balances have been reclassified to conform to the current period presentation. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements Effective January 1, 2020, the Company adopted the requirements of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using a modified retrospective method of adoption. All amounts and disclosures set forth in this Quarterly Report on Form 10-Q have been updated to comply with this new standard with results for reporting periods beginning after January 1, 2020 presented under ASU 2016-13, while prior period amounts and disclosures were not adjusted and continue to be reported under the accounting standards in effect for the prior period. ASU 2016-13 replaces the incurred loss methodology with an expected loss methodology, referred to as current expected credit loss (“CECL”), for financial instruments, including accounts receivables. The cumulative effect of adopting ASU 2016-13 did not have a material impact on the Company's accumulated deficit as of January 1, 2020. The Company's expected loss allowance methodology for accounts receivable is developed using historical collection experience, current receivables aging, consideration of current conditions, and other relevant data. On January 1, 2020, the Company adopted the requirements of Accounting Standards Update No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement (“ASU 2018-15”), using a prospective method of adoption. ASU 2018-15 aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset and which costs to expense. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. Accounting Pronouncements Pending Adoption In December 2019, the Financial Accounting Standards Board (“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. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Preliminary Fair Value of Assets Acquired and Liabilities Assumed as a Result of the Saba Group Acquisition | The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as a result of the acquisition of Saba (in thousands): Cash and cash equivalents $ 49,471 Accounts receivable 58,764 Prepaid expenses and other current assets 13,020 Property and equipment 9,446 Operating right-of-use assets 16,700 Intangible assets 481,000 Goodwill 905,498 Other assets 2,698 Total assets 1,536,597 Accounts payable and accrued expenses 28,978 Deferred revenue 69,940 Operating lease liabilities 16,532 Deferred tax liabilities, net 46,472 Other liabilities 12,782 Total liabilities 174,704 Total purchase consideration $ 1,361,893 The Company's preliminary allocation of the total purchase consideration as of January 24, 2020 is summarized below: Fair Value Tangible assets $ 1,275 Intangible assets – developed technology 9,800 Intangible assets – customer relationships 800 Goodwill 8,875 Deferred tax liabilities (1,020) Accounts payable and accrued expenses (755) Deferred revenue (336) Net assets acquired $ 18,639 |
Schedule of Gross Carrying Amount and Accumulated Amortization of Finite-lived Intangible Assets | The following table provides the preliminary valuation of the Saba intangible assets, along with their estimated useful lives: Estimated Fair Value Estimated Useful Life Customer relationships $ 294,800 11 Customer contracts 58,500 2 Developed technology 120,500 3 – 5 Trade names, trademarks, and domain names 7,200 3 Total $ 481,000 |
Business Acquisition, Pro Forma Information | The unaudited pro forma results presented below include adjustments for amortization of identifiable intangible assets, interest expense related to debt financing, and related tax effects (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Revenue $ 220,574 $ 206,703 $ 439,538 $ 409,300 Net loss (22,947) (32,911) (60,193) (59,671) |
Schedule of Allocation of the Total Purchase Consideration | The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as a result of the acquisition of Saba (in thousands): Cash and cash equivalents $ 49,471 Accounts receivable 58,764 Prepaid expenses and other current assets 13,020 Property and equipment 9,446 Operating right-of-use assets 16,700 Intangible assets 481,000 Goodwill 905,498 Other assets 2,698 Total assets 1,536,597 Accounts payable and accrued expenses 28,978 Deferred revenue 69,940 Operating lease liabilities 16,532 Deferred tax liabilities, net 46,472 Other liabilities 12,782 Total liabilities 174,704 Total purchase consideration $ 1,361,893 The Company's preliminary allocation of the total purchase consideration as of January 24, 2020 is summarized below: Fair Value Tangible assets $ 1,275 Intangible assets – developed technology 9,800 Intangible assets – customer relationships 800 Goodwill 8,875 Deferred tax liabilities (1,020) Accounts payable and accrued expenses (755) Deferred revenue (336) Net assets acquired $ 18,639 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Net Carrying Amount of Debt | The net carrying amounts of the components of the Term Loan Facility consist of the following (in thousands): June 30, 2020 Principal amount $ 1,004,700 Unamortized debt discount (24,419) Unamortized debt issuance costs (22,661) Net carrying value $ 957,620 The net carrying amounts of the liability components of the Convertible Notes consist of the following (in thousands): June 30, 2020 December 31, 2019 Principal amount $ 300,000 $ 300,000 Unaccreted debt discount (19,358) (2,691) Unamortized debt issuance costs (6,282) (4,135) Net carrying value $ 274,360 $ 293,174 |
Schedule of Interest Expense Recognized | The following table presents the interest expense recognized related to the Term Loan Facility (in thousands): Three Months Ended June 30, 2020 Contractual interest expense $ 10,298 Accretion of debt discount 699 Amortization of debt issuance costs 663 Total $ 11,660 The following table presents the interest expense recognized related to the Convertible Notes (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Contractual interest expense $ 4,313 $ 4,313 $ 8,626 $ 8,626 Accretion of debt discount 1,499 411 1,930 815 Amortization of debt issuance costs 593 632 1,256 1,255 Total $ 6,405 $ 5,356 $ 11,812 $ 10,696 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | The following table presents the Company’s basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Net loss $ (11,987) $ (8,805) $ (25,762) $ (12,269) Net loss per share, basic and diluted $ (0.19) $ (0.15) $ (0.41) $ (0.21) Weighted-average shares of common stock outstanding, 63,593 59,715 62,612 59,430 |
Anti-Dilutive Shares Excluded from Calculation of Diluted 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): June 30, 2020 2019 Options to purchase common stock, restricted stock units, and performance-based restricted stock units 8,947 10,199 Shares issuable pursuant to employee stock purchase plan 152 103 Convertible notes 7,143 7,143 Total shares excluded from net loss per share 16,242 17,445 |
CASH AND INVESTMENTS (Tables)
CASH AND INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cash, Cash Equivalents and Investments | The following is a summary of cash and marketable 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 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 marketable 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 Total long-term marketable investments $ 50,400 $ 47 $ (5) $ 50,442 |
Schedule of Long-Term Investments | The Company’s long-term investments are composed of the following (in thousands): June 30, 2020 December 31, 2019 Long-term marketable investments $ — $ 50,442 Non-marketable investments 9,170 9,750 Total long-term investments $ 9,170 $ 60,192 |
Non-Marketable Investments | The Company’s non-marketable investments are composed of the following (in thousands): June 30, 2020 December 31, 2019 Accounted for at cost, adjusted for observable price changes $ 1,750 $ 1,750 Accounted for using the equity method 7,420 8,000 Total non-marketable investments $ 9,170 $ 9,750 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Gross Carrying Amount and Accumulated Amortization of Finite-lived Intangible Assets | The following table presents the gross carrying amount and accumulated amortization of finite-lived intangible assets (dollars in thousands): June 30, 2020 December 31, 2019 Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 3.2 $ 140,153 $ (12,899) $ 127,254 $ 39,984 $ (34,268) $ 5,716 Content library 3.8 4,700 (1,405) 3,295 4,700 (976) 3,724 Customer relationships 10.7 295,545 (5,235) 290,310 — — — Customer contracts 1.8 58,491 (5,524) 52,967 — — — Trade names, trademarks, and domain names 2.8 7,199 (453) 6,746 — — — Total $ 506,088 $ (25,516) $ 480,572 $ 44,684 $ (35,244) $ 9,440 |
Schedule of Estimated Remaining Intangible Asset Amortization | The following table presents the Company's estimate of remaining amortization expense for finite-lived intangible assets that existed as of June 30, 2020 (in thousands): 2020 - remaining period $ 48,311 2021 94,942 2022 71,866 2023 50,016 2024 42,224 Thereafter 173,213 Estimated remaining amortization expense $ 480,572 |
Carrying Amount of Goodwill | The following table presents the carrying amount of goodwill (in thousands): Balance as of December 31, 2019 $ 47,453 Goodwill resulting from acquisitions 914,373 Effect of foreign currency translation (224) Balance as of June 30, 2020 $ 961,602 |
RESTRUCTURING COSTS (Tables)
RESTRUCTURING COSTS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Activity | The following tables present activity for the Company's restructuring plan: Severance and Related Benefits (in thousands) Restructuring charges $ 9,525 Non-cash charges 208 Total restructuring expense $ 9,733 Restructuring liability balance as of December 31, 2019 $ — Restructuring charges 9,525 Cash payments (3,296) Effect of foreign currency translation (13) Restructuring liability balance as of June 30, 2020 $ 6,216 |
OTHER BALANCE SHEET AMOUNTS (Ta
OTHER BALANCE SHEET AMOUNTS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of property and equipment, net | The balance of property and equipment, net is as follows (in thousands): Useful Life June 30, 2020 December 31, 2019 Computer equipment and software 1 – 5 years $ 64,651 $ 57,482 Furniture and fixtures 7 years 6,791 6,096 Leasehold improvements 1 – 6 years 25,019 22,800 Total property and equipment 96,461 86,378 Less: accumulated depreciation and amortization (57,899) (49,852) Total property and equipment, net $ 38,562 $ 36,526 |
Schedule of accrued expenses | The balance of accrued expenses is as follows (in thousands): June 30, 2020 December 31, 2019 Accrued compensation $ 42,877 $ 33,626 Accrued commissions 11,603 18,834 Accrued interest 18,923 8,625 Other accrued expenses 20,862 16,990 Total accrued expenses $ 94,265 $ 78,075 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value | Assets and liabilities measured at fair value on a recurring basis included the following (in thousands): June 30, 2020 December 31, 2019 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Cash equivalents $ — $ — $ — $ — $ 148,089 $ 148,089 $ — $ — Corporate bonds — — — — 122,648 — 122,648 — Agency bonds — — — — 3,968 — 3,968 — US treasury securities — — — — 70,089 — 70,089 — Commercial paper — — — — 23,828 — 23,828 — Certificate of deposit — — — — 3,937 3,937 — — Asset-backed securities — — — — 27,551 — 27,551 — Foreign currency forward contracts 256 — 256 — — — — — Total $ 256 $ — $ 256 $ — $ 400,110 $ 152,026 $ 248,084 $ — |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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): Number of Shares Weighted- Weighted- Aggregate Intrinsic Value 1 Outstanding, December 31, 2019 2,851 $ 30.97 3.1 $ 78,580 Exercised (704) 11.58 Forfeited (162) 41.94 Outstanding, June 30, 2020 1,985 $ 36.96 3.1 $ 12,688 Exercisable at June 30, 2020 1,985 $ 36.96 3.1 $ 12,688 Vested and expected to vest at June 30, 2020 1,985 $ 36.96 3.1 $ 12,688 1 Based on the Company’s closing stock price of $38.56 on June 30, 2020 and $58.55 on December 31, 2019. |
Schedule of restricted stock unit activity | Restricted stock unit (“RSU”) activity is summarized as follows (shares in thousands): Number of Shares Weighted- Unvested shares at December 31, 2019 3,756 $ 47.76 Granted 1,943 34.29 Forfeited (131) 50.02 Vested (1,078) 43.80 Unvested shares at June 30, 2020 4,490 $ 42.81 |
Schedule of performance-based units activity | Performance-based restricted stock unit (“PRSU”) activity is summarized as follows (shares in thousands): Number of Shares Weighted- Unvested shares at December 31, 2019 1 1,752 $ 44.21 Granted 720 36.06 Unvested shares at June 30, 2020 1 2,472 $ 41.83 1 Assumes maximum achievement of the specified financial targets. |
Summary of stock-based compensation expense | Stock-based compensation expense is reflected in the accompanying condensed consolidated statements of operations as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Cost of revenue $ 2,122 $ 1,786 $ 4,823 $ 2,922 Sales and marketing 5,628 6,809 14,212 12,856 Research and development 2,724 4,319 7,524 8,515 General and administrative 3,421 6,237 10,506 11,903 Restructuring 208 — 208 — Total $ 14,103 $ 19,151 $ 37,273 $ 36,196 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease cost related to the Company's operating leases is as follows: Six Months Ended June 30, 2020 2019 (in thousands) Operating lease cost $ 8,843 $ 7,632 Sublease income (2,044) (1,685) Net lease cost $ 6,799 $ 5,947 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases, including leases acquired in business combinations, is as follows: Six Months Ended June 30, 2020 2019 (in thousands) Cash paid for operating leases $ 6,402 $ 5,700 Right-of-use assets obtained in exchange for lease obligations 17,762 5,452 |
Supplemental Balance Sheet Information of Operating Leases | Supplemental balance sheet information related to the Company's operating leases is as follows: June 30, 2020 December 31, 2019 Weighted-average remaining lease term 4.5 years 6.0 years Weighted-average incremental borrowing rate 3.5 % 3.3 % |
Maturities of Operating Lease Liabilities | Maturities of the Company’s operating lease liabilities at June 30, 2020 are as follows (in thousands): 2020 – remaining period $ 11,889 2021 20,502 2022 19,585 2023 18,503 2024 9,195 Thereafter 22,595 Total lease payments 102,269 Less: Imputed interest 1 (14,952) Present value of operating lease liabilities $ 87,317 1 Calculated using the incremental borrowing rate for each lease. |
REVENUE, DEFERRED REVENUE, AN_2
REVENUE, DEFERRED REVENUE, AND REMAINING PERFORMANCE OBLIGATIONS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue by source | The following table sets forth the Company's sources of revenue (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Subscription revenue $ 177,217 $ 132,562 $ 321,638 $ 263,818 Professional services revenue 7,141 9,298 12,856 18,159 Total revenue $ 184,358 $ 141,860 $ 334,494 $ 281,977 |
Schedule of revenue by geographic area | 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): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 United States $ 119,385 $ 92,681 $ 217,303 $ 183,278 All other countries 64,973 49,179 117,191 98,699 Total revenue $ 184,358 $ 141,860 $ 334,494 $ 281,977 |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail) | 6 Months Ended |
Jun. 30, 2020segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
BUSINESS COMBINATIONS - Additio
BUSINESS COMBINATIONS - Additional Information (Details) - USD ($) | Apr. 22, 2020 | Jan. 24, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Business Acquisition [Line Items] | ||||||
Acquisition-related costs | $ 20,093,000 | $ 0 | $ 26,904,000 | $ 0 | ||
Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life (in years) | 3 years 2 months 12 days | |||||
Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life (in years) | 10 years 8 months 12 days | |||||
Saba Software, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Equity interest acquired (in percent) | 100.00% | |||||
Purchase price | $ 1,313,000,000 | |||||
Cash paid in acquisition | $ 1,280,000,000 | |||||
Revenue | $ 29,400,000 | |||||
Saba Software, Inc. | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Equity interest transferred (in shares) | 1,110,352 | |||||
Equity interest transferred | $ 32,900,000 | |||||
Expected tax deductible amount of goodwill acquired | $ 0 | |||||
Clustree | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid in acquisition | $ 18,600,000 | |||||
Clustree | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life (in years) | 3 years | |||||
Clustree | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life (in years) | 2 years |
BUSINESS COMBINATIONS - Assets
BUSINESS COMBINATIONS - Assets Acquired and Liabilities assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Apr. 22, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 961,602 | $ 47,453 | |
Saba Software, Inc. | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 49,471 | ||
Accounts receivable | 58,764 | ||
Prepaid expenses and other current assets | 13,020 | ||
Property and equipment | 9,446 | ||
Operating right-of-use assets | 16,700 | ||
Intangible assets | 481,000 | ||
Goodwill | 905,498 | ||
Other assets | 2,698 | ||
Total assets | 1,536,597 | ||
Accounts payable and accrued expenses | 28,978 | ||
Deferred revenue | 69,940 | ||
Operating lease liabilities | 16,532 | ||
Deferred tax liabilities, net | 46,472 | ||
Other liabilities | 12,782 | ||
Total liabilities | 174,704 | ||
Net assets acquired | $ 1,361,893 |
BUSINESS COMBINATIONS - Identif
BUSINESS COMBINATIONS - Identifiable Intangible Assets (Details) - Saba Software, Inc. $ in Thousands | Apr. 22, 2020USD ($) |
Business Acquisition [Line Items] | |
Intangible assets | $ 481,000 |
Customer relationships | |
Business Acquisition [Line Items] | |
Intangible assets | $ 294,800 |
Estimated Useful Life (in years) | 11 years |
Customer contracts | |
Business Acquisition [Line Items] | |
Intangible assets | $ 58,500 |
Estimated Useful Life (in years) | 2 years |
Developed technology | |
Business Acquisition [Line Items] | |
Intangible assets | $ 120,500 |
Developed technology | Minimum | |
Business Acquisition [Line Items] | |
Estimated Useful Life (in years) | 3 years |
Developed technology | Maximum | |
Business Acquisition [Line Items] | |
Estimated Useful Life (in years) | 5 years |
Trade names, trademarks, and domain names | |
Business Acquisition [Line Items] | |
Intangible assets | $ 7,200 |
Estimated Useful Life (in years) | 3 years |
BUSINESS COMBINATIONS - Pro For
BUSINESS COMBINATIONS - Pro Forma Information (Details) - Saba Software, Inc. - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 220,574 | $ 206,703 | $ 439,538 | $ 409,300 |
Net loss | $ (22,947) | $ (32,911) | $ (60,193) | $ (59,671) |
BUSINESS COMBINATIONS - Allocat
BUSINESS COMBINATIONS - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jan. 24, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 961,602 | $ 47,453 | |
Clustree | |||
Business Acquisition [Line Items] | |||
Tangible assets | $ 1,275 | ||
Goodwill | 8,875 | ||
Deferred tax liabilities | (1,020) | ||
Accounts payable and accrued expenses | (755) | ||
Deferred revenue | (336) | ||
Net assets acquired | 18,639 | ||
Clustree | Developed technology | |||
Business Acquisition [Line Items] | |||
Intangible assets | 9,800 | ||
Clustree | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 800 |
DEBT - Additional Information (
DEBT - Additional Information (Detail) | Apr. 22, 2020USD ($) | Apr. 20, 2020USD ($) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Jun. 30, 2020USD ($) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||||
Increase in debt discount as a result of modification of Convertible Notes | $ 18,600,000 | ||||||
Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 30,000,000 | ||||||
Convertible notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt discount recorded | $ 19,358,000 | $ 2,691,000 | |||||
Transaction costs related to the issuance of Notes | 6,282,000 | $ 4,135,000 | |||||
Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Debt discount recorded | 24,419,000 | ||||||
Transaction costs related to the issuance of Notes | $ 22,661,000 | ||||||
Convertible Senior Notes At 5.75%, Maturing 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Consent fees related to indenture | $ 3,400,000 | ||||||
Convertible Senior Notes At 5.75%, Maturing 2021 | Convertible notes | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | ||||
Repurchase price of notes | 100.00% | ||||||
Effective interest rate | 9.50% | ||||||
Debt interest rate | 5.75% | 5.75% | 5.75% | ||||
Debt issuance discount | 98.00% | ||||||
Net proceeds from the Notes | $ 284,900,000 | ||||||
Debt discount recorded | 6,000,000 | $ 6,000,000 | $ 6,000,000 | ||||
Transaction costs related to the issuance of Notes | $ 9,100,000 | $ 9,100,000 | $ 9,100,000 | ||||
Conversion ratio | 0.0238095 | ||||||
Conversion price (USD per share) | $ / shares | $ 42 | $ 42 | $ 42 | ||||
Senior Secured First lien Term Loan B Facility | |||||||
Debt Instrument [Line Items] | |||||||
Term | 7 years | ||||||
Aggregate principal amount | $ 1,004,700,000 | ||||||
Repurchase price of notes | 97.50% | ||||||
Quarterly principal payment (in percent) | 0.25% | ||||||
Effective interest rate | 6.10% | ||||||
Line of Credit | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Term | 5 years | ||||||
Aggregate principal amount | $ 150,000,000 | ||||||
Available at closing | $ 43,800,000 | ||||||
Commitment fee on undrawn amounts (in percent) | 0.50% | ||||||
Line of Credit | Revolving Credit Facility | Maximum | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate (in percent) | 4.25% | ||||||
Line of Credit | Revolving Credit Facility | Minimum | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate (in percent) | 0.00% |
DEBT - Summary of Net Carrying
DEBT - Summary of Net Carrying Amount of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 300,000 | $ 300,000 |
Unaccreted debt discount | (19,358) | (2,691) |
Unamortized debt issuance costs | (6,282) | (4,135) |
Debt, net of current portion | 274,360 | $ 293,174 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Principal amount | 1,004,700 | |
Unaccreted debt discount | (24,419) | |
Unamortized debt issuance costs | (22,661) | |
Debt, net of current portion | $ 957,620 |
DEBT - Schedule of Interest Exp
DEBT - Schedule of Interest Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 4,313 | $ 4,313 | $ 8,626 | $ 8,626 |
Accretion of debt discount | 1,499 | 411 | 1,930 | 815 |
Amortization of debt issuance costs | 593 | 632 | 1,256 | 1,255 |
Total | 6,405 | $ 5,356 | $ 11,812 | $ 10,696 |
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 10,298 | |||
Accretion of debt discount | 699 | |||
Amortization of debt issuance costs | 663 | |||
Total | $ 11,660 |
NET LOSS PER SHARE - Basic and
NET LOSS PER SHARE - Basic and Diluted Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (11,987) | $ (8,805) | $ (25,762) | $ (12,269) |
Net loss per share, basic and diluted (USD per share) | $ (0.19) | $ (0.15) | $ (0.41) | $ (0.21) |
Weighted average common shares outstanding, basic and diluted (in shares) | 63,593 | 59,715 | 62,612 | 59,430 |
NET LOSS PER SHARE - Anti-dilut
NET LOSS PER SHARE - Anti-dilutive Shares Excluded From Calculation of Diluted Net Loss Per (Detail) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share | 16,242 | 17,445 |
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 | 8,947 | 10,199 |
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 | 152 | 103 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share | 7,143 | 7,143 |
CASH AND INVESTMENTS - Schedule
CASH AND INVESTMENTS - Schedule of Cash, Cash Equivalents, and Investments (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Securities, Available-for-sale [Line Items] | ||
Cash | $ 67,818 | |
Loss on sale of available-for-sale securities | $ 1,900 | |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 122,648 |
Agency bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 3,968 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 3,937 |
US treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 70,089 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 27,551 |
Cash equivalents: | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 148,089 | |
Unrealized Gains | 1 | |
Unrealized Losses | (1) | |
Fair Value | 148,089 | |
Cash equivalents: | Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 126,075 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 126,075 | |
Cash equivalents: | Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 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 | 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 | 9,609 | |
Unrealized Gains | 0 | |
Unrealized Losses | (1) | |
Fair Value | 9,608 | |
Cash equivalents: | Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 171 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 171 | |
Cash equivalents: | US treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 4,749 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 4,749 | |
Total cash and cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 215,907 | |
Unrealized Gains | 1 | |
Unrealized Losses | (1) | |
Fair Value | 215,907 | |
Short-term investments: | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 201,399 | |
Unrealized Gains | 189 | |
Unrealized Losses | (9) | |
Fair Value | 201,579 | |
Short-term investments: | Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 103,130 | |
Unrealized Gains | 110 | |
Unrealized Losses | (7) | |
Fair Value | 103,233 | |
Short-term investments: | Agency bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 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 | 23,827 | |
Unrealized Gains | 1 | |
Unrealized Losses | 0 | |
Fair Value | 23,828 | |
Short-term investments: | Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,936 | |
Unrealized Gains | 2 | |
Unrealized Losses | (1) | |
Fair Value | 3,937 | |
Short-term investments: | US treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 50,703 | |
Unrealized Gains | 62 | |
Unrealized Losses | (1) | |
Fair Value | 50,764 | |
Short-term investments: | Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 15,837 | |
Unrealized Gains | 12 | |
Unrealized Losses | 0 | |
Fair Value | 15,849 | |
Total long-term marketable investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 50,400 | |
Unrealized Gains | 47 | |
Unrealized Losses | (5) | |
Fair Value | $ 0 | 50,442 |
Total long-term marketable investments | Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 19,407 | |
Unrealized Gains | 12 | |
Unrealized Losses | (4) | |
Fair Value | 19,415 | |
Total long-term marketable investments | US treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 19,300 | |
Unrealized Gains | 25 | |
Unrealized Losses | 0 | |
Fair Value | 19,325 | |
Total long-term marketable investments | Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 11,693 | |
Unrealized Gains | 10 | |
Unrealized Losses | (1) | |
Fair Value | $ 11,702 |
CASH AND INVESTMENTS - Long-Ter
CASH AND INVESTMENTS - Long-Term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Total long-term marketable investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 0 | $ 50,442 |
Non-marketable investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 9,170 | 9,750 |
Long-term marketable investments: | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 9,170 | $ 60,192 |
CASH AND INVESTMENTS - Non-Mark
CASH AND INVESTMENTS - Non-Marketable Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Investments, Debt and Equity Securities [Abstract] | ||
Accounted for at cost, adjusted for observable price changes | $ 1,750 | $ 1,750 |
Accounted for using the equity method | 7,420 | 8,000 |
Total non-marketable investments | $ 9,170 | $ 9,750 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Gross Carrying Amount and Accumulated Amortization of Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 506,088 | $ 44,684 |
Accumulated Amortization | (25,516) | (35,244) |
Net Carrying Amount | $ 480,572 | 9,440 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 3 years 2 months 12 days | |
Gross Carrying Amount | $ 140,153 | 39,984 |
Accumulated Amortization | (12,899) | (34,268) |
Net Carrying Amount | $ 127,254 | 5,716 |
Content library | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 3 years 9 months 18 days | |
Gross Carrying Amount | $ 4,700 | 4,700 |
Accumulated Amortization | (1,405) | (976) |
Net Carrying Amount | $ 3,295 | 3,724 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 10 years 8 months 12 days | |
Gross Carrying Amount | $ 295,545 | 0 |
Accumulated Amortization | (5,235) | 0 |
Net Carrying Amount | $ 290,310 | 0 |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 1 year 9 months 18 days | |
Gross Carrying Amount | $ 58,491 | 0 |
Accumulated Amortization | (5,524) | 0 |
Net Carrying Amount | $ 52,967 | 0 |
Trade names, trademarks, and domain names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 2 years 9 months 18 days | |
Gross Carrying Amount | $ 7,199 | 0 |
Accumulated Amortization | (453) | 0 |
Net Carrying Amount | $ 6,746 | $ 0 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 18,500,000 | $ 1,000,000 | $ 20,200,000 | $ 2,300,000 |
Impairment charges | $ 0 | $ 0 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Estimated Remaining Intangible Asset Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 - remaining period | $ 48,311 | |
2021 | 94,942 | |
2022 | 71,866 | |
2023 | 50,016 | |
2024 | 42,224 | |
Thereafter | 173,213 | |
Net Carrying Amount | $ 480,572 | $ 9,440 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 47,453 |
Goodwill resulting from acquisitions | 914,373 |
Effect of foreign currency translation | (224) |
Ending balance | $ 961,602 |
RESTRUCTURING COSTS (Details)
RESTRUCTURING COSTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Restructuring Costs [Abstract] | ||||
Total restructuring expense | $ 9,733 | $ 0 | $ 9,733 | $ 0 |
Severance and related benefits | ||||
Restructuring Costs [Abstract] | ||||
Restructuring charges | 9,525 | |||
Non-cash charges | 208 | |||
Total restructuring expense | 9,733 | |||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 0 | |||
Restructuring charges | 9,525 | |||
Cash payments | (3,296) | |||
Effect of foreign currency translation | (13) | |||
Ending balance | $ 6,216 | $ 6,216 |
OTHER BALANCE SHEET AMOUNTS - P
OTHER BALANCE SHEET AMOUNTS - Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 96,461 | $ 96,461 | $ 86,378 | ||
Less: accumulated depreciation and amortization | (57,899) | (57,899) | (49,852) | ||
Total property and equipment, net | 38,562 | 38,562 | 36,526 | ||
Depreciation expense | 5,800 | $ 3,000 | 8,900 | $ 5,700 | |
Computer equipment and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 64,651 | $ 64,651 | 57,482 | ||
Computer equipment and software | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 1 year | ||||
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, useful life | 7 years | ||||
Property and equipment, gross | 6,791 | $ 6,791 | 6,096 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 25,019 | $ 25,019 | $ 22,800 | ||
Leasehold improvements | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 1 year | ||||
Leasehold improvements | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 6 years |
OTHER BALANCE SHEET AMOUNTS - A
OTHER BALANCE SHEET AMOUNTS - Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation | $ 42,877 | $ 33,626 |
Accrued commissions | 11,603 | 18,834 |
Accrued interest | 18,923 | 8,625 |
Other accrued expenses | 20,862 | 16,990 |
Total accrued expenses | $ 94,265 | $ 78,075 |
OTHER BALANCE SHEET AMOUNTS - N
OTHER BALANCE SHEET AMOUNTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Commissions expense | $ 9.9 | $ 8.7 | $ 19 | $ 17.4 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Asset and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 148,089 |
Foreign currency forward contracts | 256 | 0 |
Total | 256 | 400,110 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 148,089 |
Foreign currency forward contracts | 0 | 0 |
Total | 0 | 152,026 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Foreign currency forward contracts | 256 | 0 |
Total | 256 | 248,084 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Foreign currency forward contracts | 0 | 0 |
Total | 0 | 0 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 122,648 |
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 | 0 | 122,648 |
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 | 0 | 3,968 |
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 | 0 | 3,968 |
Agency bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
US treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 70,089 |
US treasury securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
US treasury securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 70,089 |
US 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 | 0 | 23,828 |
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 | 0 | 23,828 |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 3,937 |
Certificates of deposit | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 3,937 |
Certificates of deposit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Certificates of deposit | 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 | 0 | 27,551 |
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 | 0 | 27,551 |
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 (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Jun. 30, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, at carrying value | $ 148.1 | |
Money market fund maturity date (or less) | 3 months | |
Forward Contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notional amount | $ 11 | |
Convertible Senior Notes At 5.75%, Maturing 2021 | Convertible notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of convertible debt | $ 365.9 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Apr. 01, 2020 | Dec. 31, 2019 | Aug. 31, 2019 |
Equity [Abstract] | ||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||
Common stock, shares issued (in shares) | 64,059,877 | 61,037,517 | ||
Common stock, shares outstanding (in shares) | 64,059,877 | 61,037,517 | ||
Amount available for repurchase | $ 127.6 | $ 150 |
STOCK-BASED AWARDS - Stock Opti
STOCK-BASED AWARDS - Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Stock Options Outstanding, Shares | |||
Shares outstanding, beginning of period (in shares) | 2,851 | 2,851 | |
Exercised (in shares) | (704) | ||
Forfeited (in shares) | (162) | ||
Shares outstanding, period end (in shares) | 1,985 | ||
Stock Options Outstanding, Weighted Average Exercise Price | |||
Weighted-average exercise price, outstanding at beginning of period (USD per share) | $ 30.97 | $ 30.97 | |
Weighted average exercise price, exercised (USD per share) | 11.58 | ||
Weighted average exercise price, forfeited (USD per share) | 41.94 | ||
Weighted-average exercise price, outstanding at end of period (USD per share) | $ 36.96 | ||
Stock Options, Additional Disclosures | |||
Weighted-average remaining contractual term, outstanding | 3 years 1 month 6 days | 3 years 1 month 6 days | |
Aggregate intrinsic value, outstanding | $ 12,688 | $ 78,580 | |
Exercisable at end of period (in shares) | 1,985 | ||
Weighted average exercise price, exercisable at end of period (USD per share) | $ 36.96 | ||
Weighted-average remaining contractual term, exercisable | 3 years 1 month 6 days | ||
Aggregate intrinsic value, exercisable at end of period | $ 12,688 | ||
Stock Options Vested and Expected to Vest | |||
Vested and expected to vest at end of period (in shares) | 1,985 | ||
Weighted average exercise price, vested and expected to vest at end of period (USD per share) | $ 36.96 | ||
Weighted-average remaining contractual term, vested and expected to vest | 3 years 1 month 6 days | ||
Aggregate intrinsic value, vested and expected to vest at end of period | $ 12,688 | ||
Closing stock price (USD per share) | $ 38.56 | $ 58.55 |
STOCK-BASED AWARDS - Additional
STOCK-BASED AWARDS - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Percent purchase price, grant date, ESPP | 85.00% | |||
Percent purchase price, exercise date, ESPP | 85.00% | |||
Number of shares issuable under plan (in shares) | 4,326,341 | 4,326,341 | ||
Shares issued under employee stock purchase plan (in shares) | 130,177 | |||
Incentive stock options | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Stock options granted (in shares) | 0 | 0 | 0 | 0 |
Restricted Stock Units (RSUs) | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Unrecognized compensation expense related to non-vested restricted stock units | $ 145.8 | $ 145.8 | ||
Unrecognized compensation expense, expected recognition weighted average period | 2 years 8 months 12 days | |||
Performance Shares | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Unrecognized compensation expense, expected recognition weighted average period | 1 year 9 months 18 days | |||
Unrecognized compensation expense | $ 18.6 | $ 18.6 |
STOCK-BASED AWARDS - Restricted
STOCK-BASED AWARDS - Restricted Stock and Performance-Based Stock Units (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Restricted Stock Units (RSUs) | |
Number of Shares | |
Number of shares, unvested Shares at beginning of period (in shares) | shares | 3,756 |
Number of shares, granted (in shares) | shares | 1,943 |
Number of shares, forfeited (in shares) | shares | (131) |
Number of shares, vested (in shares) | shares | (1,078) |
Number of shares, unvested Shares at period end (in share) | shares | 4,490 |
Weighted- Average Grant Date Fair Value | |
Weighted average grant date fair value, unvested shares at beginning of period (in usd per share) | $ / shares | $ 47.76 |
Weighted average grant date fair value, granted (in usd per share) | $ / shares | 34.29 |
Weighted average grant date fair value, forfeited (in usd per share) | $ / shares | 50.02 |
Weighted average grant date fair value, vested (in usd per share) | $ / shares | 43.80 |
Weighted average grant date fair value, unvested shares at period end (in usd per share) | $ / shares | $ 42.81 |
Performance Shares | |
Number of Shares | |
Number of shares, unvested Shares at beginning of period (in shares) | shares | 1,752 |
Number of shares, granted (in shares) | shares | 720 |
Number of shares, unvested Shares at period end (in share) | shares | 2,472 |
Weighted- Average Grant Date Fair Value | |
Weighted average grant date fair value, unvested shares at beginning of period (in usd per share) | $ / shares | $ 44.21 |
Weighted average grant date fair value, granted (in usd per share) | $ / shares | 36.06 |
Weighted average grant date fair value, unvested shares at period end (in usd per share) | $ / shares | $ 41.83 |
STOCK-BASED AWARDS - Stock-Base
STOCK-BASED AWARDS - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Share based compensation expense | $ 14,103 | $ 19,151 | $ 37,273 | $ 36,196 |
Cost of revenue | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Share based compensation expense | 2,122 | 1,786 | 4,823 | 2,922 |
Sales and marketing | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Share based compensation expense | 5,628 | 6,809 | 14,212 | 12,856 |
Research and development | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Share based compensation expense | 2,724 | 4,319 | 7,524 | 8,515 |
General and administrative | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Share based compensation expense | 3,421 | 6,237 | 10,506 | 11,903 |
Restructuring | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Share based compensation expense | $ 208 | $ 0 | $ 208 | $ 0 |
INCOME TAXES (Detail)
INCOME TAXES (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Contingency [Line Items] | ||||
Income tax benefit | $ (29,114) | $ 914 | $ (28,943) | $ 1,636 |
Effective income tax (in percent) | 70.80% | (11.60%) | 52.90% | (15.40%) |
Saba Software, Inc. | ||||
Income Tax Contingency [Line Items] | ||||
Income tax benefit | $ (26,700) | |||
Increase in uncertain tax positions | $ 5,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Other Commitments [Line Items] | |||
Contractual obligation | $ 84.6 | ||
Term of contract obligation | 7 years | ||
Letter of Credit | Other Contractual Arrangements | |||
Other Commitments [Line Items] | |||
Letters of credit outstanding | $ 9.3 | $ 8.3 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | $ 8,843 | $ 7,632 |
Sublease income | (2,044) | (1,685) |
Net lease cost | $ 6,799 | $ 5,947 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 1 year | |
Optional extension period | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 12 years | |
Optional extension period | 5 years |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Cash paid for operating leases | $ 6,402 | $ 5,700 |
Right-of-use assets obtained in exchange for lease obligations | $ 17,762 | $ 5,452 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information of Operating Leases (Details) | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 4 years 6 months | 6 years |
Weighted-average incremental borrowing rate | 3.50% | 3.30% |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
2020 – remaining period | $ 11,889 |
2021 | 20,502 |
2022 | 19,585 |
2023 | 18,503 |
2024 | 9,195 |
Thereafter | 22,595 |
Total lease payments | 102,269 |
Less: Imputed interest | (14,952) |
Present value of operating lease liabilities | $ 87,317 |
REVENUE, DEFERRED REVENUE, AN_3
REVENUE, DEFERRED REVENUE, AND REMAINING PERFORMANCE OBLIGATIONS - Sources of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 184,358 | $ 141,860 | $ 334,494 | $ 281,977 |
Subscription revenue | Product Concentration Risk | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 177,217 | 132,562 | 321,638 | 263,818 |
Professional services revenue | Product Concentration Risk | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 7,141 | $ 9,298 | $ 12,856 | $ 18,159 |
REVENUE, DEFERRED REVENUE, AN_4
REVENUE, DEFERRED REVENUE, AND REMAINING PERFORMANCE OBLIGATIONS - Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 184,358 | $ 141,860 | $ 334,494 | $ 281,977 |
United States | Geographic Concentration Risk | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 119,385 | 92,681 | 217,303 | 183,278 |
All other countries | Geographic Concentration Risk | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 64,973 | $ 49,179 | $ 117,191 | $ 98,699 |
REVENUE, DEFERRED REVENUE, AN_5
REVENUE, DEFERRED REVENUE, AND REMAINING PERFORMANCE OBLIGATIONS - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue recognized | $ 138.6 | $ 126 | $ 243.2 | $ 221.5 |
Revenue expected to be recognized from remaining obligations | $ 1,101 | $ 1,101 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of revenue expected to be recognized. | 70.00% | 70.00% | ||
Period within obligations expected to be recognized (in months) | 18 months | 18 months |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Related Party Transactions [Abstract] | ||||
Services provided to related party at no charge | $ 0.7 | $ 0.8 | $ 1.8 | $ 2 |
Uncategorized Items - csod-2020
Label | Element | Value |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | $ 0 |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | 1,276,000 |
Restricted Cash, Noncurrent | us-gaap_RestrictedCashNoncurrent | 0 |
Restricted Cash, Noncurrent | us-gaap_RestrictedCashNoncurrent | $ 3,837,000 |