Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 01, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CSOD | |
Entity Registrant Name | CORNERSTONE ONDEMAND INC | |
Entity Central Index Key | 1,401,680 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 56,820,822 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents | $ 59,860 | $ 83,300 |
Short-term investments | 230,582 | 218,791 |
Accounts receivable, net | 98,929 | 136,657 |
Deferred commissions | 34,702 | 36,298 |
Prepaid expenses and other current assets | 26,305 | 18,467 |
Total current assets | 450,378 | 493,513 |
Capitalized software development costs, net | 32,716 | 30,683 |
Property and equipment, net | 22,061 | 23,962 |
Long-term investments | 40,129 | 41,046 |
Intangible assets, net | 5,203 | 7,421 |
Goodwill | 25,894 | 25,894 |
Other assets, net | 1,450 | 1,110 |
Total Assets | 577,831 | 623,629 |
Liabilities: | ||
Accounts payable | 9,489 | 24,392 |
Accrued expenses | 33,403 | 47,619 |
Deferred revenue, current portion | 252,711 | 272,206 |
Other liabilities | 2,659 | 2,094 |
Total current liabilities | 298,262 | 346,311 |
Convertible notes, net | 240,788 | 238,435 |
Other liabilities, non-current | 1,451 | 1,794 |
Deferred revenue, net of current portion | 7,775 | 10,126 |
Total liabilities | 548,276 | 596,666 |
Commitments and contingencies (Note 9) | ||
Stockholders’ Equity: | ||
Common stock, $0.0001 par value; 1,000,000 shares authorized, 56,730 and 56,516 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 6 | 6 |
Additional paid-in capital | 495,294 | 476,230 |
Accumulated deficit | (469,930) | (453,719) |
Accumulated other comprehensive income | 4,185 | 4,446 |
Total stockholders’ equity | 29,555 | 26,963 |
Total Liabilities and Stockholders’ Equity | $ 577,831 | $ 623,629 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 56,730,000 | 56,516,000 |
Common stock, shares outstanding (in shares) | 56,730,000 | 56,516,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 111,582 | $ 99,324 |
Cost of revenue | 33,949 | 31,650 |
Gross profit | 77,633 | 67,674 |
Operating expenses: | ||
Sales and marketing | 56,894 | 56,701 |
Research and development | 13,411 | 11,015 |
General and administrative | 20,476 | 16,465 |
Amortization of certain acquired intangible assets | 0 | 150 |
Total operating expenses | 90,781 | 84,331 |
Loss from operations | (13,148) | (16,657) |
Other income (expense): | ||
Interest income | 613 | 346 |
Interest expense | (3,302) | (3,190) |
Other, net | 197 | 1,793 |
Other income (expense), net | (2,492) | (1,051) |
Loss before income tax provision | (15,640) | (17,708) |
Income tax provision | (571) | (535) |
Net loss | $ (16,211) | $ (18,243) |
Net loss per share, basic and diluted (USD per share) | $ (0.29) | $ (0.33) |
Weighted average common shares outstanding, basic and diluted (in shares) | 56,642 | 54,827 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (16,211) | $ (18,243) |
Other comprehensive (loss) income, net of tax: | ||
Foreign currency translation adjustment | (174) | 510 |
Net change in unrealized (losses) gains on investments | (87) | 339 |
Other comprehensive (loss) income, net of tax | (261) | 849 |
Total comprehensive loss | $ (16,472) | $ (17,394) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (16,211) | $ (18,243) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 9,328 | 7,558 |
Accretion of debt discount and amortization of debt issuance costs | 2,353 | 2,241 |
Purchased investment premium, net of amortization | 155 | 210 |
Net foreign currency gain | (530) | (986) |
Stock-based compensation expense | 15,849 | 12,996 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 38,257 | 15,389 |
Deferred commissions | 1,718 | 1,955 |
Prepaid expenses and other assets | (7,433) | (3,330) |
Accounts payable | (14,485) | (6,318) |
Accrued expenses | (13,776) | (12,924) |
Deferred revenue | (22,637) | (13,191) |
Other liabilities | 177 | (211) |
Net cash used in operating activities | (7,235) | (14,854) |
Cash flows from investing activities: | ||
Purchases of investments | (77,281) | (16,543) |
Maturities of investments | 65,487 | 20,186 |
Capital expenditures | (2,698) | (1,460) |
Capitalized software costs | (5,756) | (4,642) |
Net cash used in investing activities | (20,248) | (2,459) |
Cash flows from financing activities: | ||
Principal payments under capital lease obligations | 0 | (33) |
Proceeds from employee stock plans | 3,473 | 4,084 |
Net cash provided by financing activities | 3,473 | 4,051 |
Effect of exchange rate changes on cash and cash equivalents | 570 | 98 |
Net decrease in cash and cash equivalents | (23,440) | (13,164) |
Cash and cash equivalents at beginning of period | 83,300 | 107,691 |
Cash and cash equivalents at end of period | 59,860 | 94,527 |
Supplemental cash flow information: | ||
Cash paid for interest | 1,898 | 1,898 |
Cash paid for income taxes | 648 | 720 |
Proceeds from employee stock plans received in advance of stock issuance | 1,393 | 1,166 |
Non-cash investing and financing activities: | ||
Capitalized assets financed by accounts payable and accrued expenses | 623 | 1,278 |
Capitalized stock-based compensation | $ 1,135 | $ 944 |
Organization And Summary Of Sig
Organization And Summary Of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization And Summary Of Significant Accounting Policies | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Company Overview Cornerstone OnDemand, Inc. (“Cornerstone” or the “Company”) was incorporated on May 24, 1999 in the state of Delaware and began its principal operations in November 1999 . The Company is a leading global provider of learning and human capital management software, delivered as Software-as-a-Service (“SaaS”). The Company helps organizations around the globe recruit, train and manage their employees. It is one of the world’s largest cloud computing companies. The Company’s human capital management platform combines the world’s leading unified talent management solutions with state-of-the-art analytics and HR administration solutions to enable organizations to manage the entire employee lifecycle. Its focus on continuous learning and development helps organizations to empower employees to realize their potential and drive success. The Company works with clients across all geographies, verticals and market segments. Its Recruiting, Learning, Performance and HR Administration suites help with sourcing, recruiting, and onboarding new hires; managing training and development requirements; nurturing knowledge sharing and collaboration among employees; goal setting reviews, competency management and continuous feedback; linking compensation to performance; identifying development plans based on performance gaps; streamlining employee data management, self-service and compliance reporting; and then utilizing state-of-the-art analytics capabilities to make smarter, more-informed decisions using data from across the platform for talent mobility, engagement and development so that HR and leadership can focus on strategic initiatives to help their organization succeed. The Company’s management has determined that the Company operates in one segment as it only reports financial information on an aggregate and consolidated basis to the Company’s chief executive officer, who is the Company’s chief operating decision maker. Office Locations The Company is headquartered in Santa Monica, California and has offices in Amsterdam, Netherlands; Auckland, New Zealand; Bangalore, India; Düsseldorf, Germany; Hong Kong; London, United Kingdom; Madrid, Spain; Mumbai, India; Munich, Germany; New Delhi, India; Paris, France; São Paulo, Brazil; Stockholm, Sweden; Sunnyvale, United States; Sydney, Australia; Tel Aviv, Israel; and Tokyo, Japan. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with (i) United States generally accepted accounting principles (“GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, such financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. 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 for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 , for any other interim period or for any other future year. The condensed consolidated balance sheet at December 31, 2016 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The Company’s significant accounting policies are described in “Note 2. Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . The Company follows the same accounting policies for interim reporting. The financial information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . Recently Adopted Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued a new accounting standards update (“ASU”) which amends the reporting requirement in regard to new accounting pronouncements or existing pronouncements that have not yet been adopted. The guidance requires registrants to disclose the effect that recently issued accounting standards will have on their financial statements when adopted in a future period. The Company implemented this requirement as of the beginning of the first quarter of 2017. In March 2016, the FASB issued a new ASU to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The Company adopted this ASU as of the beginning of the first quarter of 2017 and has elected to continue to estimate expected forfeitures over the course of a vesting period. Further, the ASU eliminates the requirement to delay the recognition of excess tax benefits until they reduce current taxes payable. However, as of January 1, 2017, the previously unrecognized excess tax benefits of $39.4 million had no impact on our accumulated deficit balance as the related U.S. deferred tax assets were fully offset by a valuation allowance. The adoption did not have any other material impacts on the Company’s financial statements. Recent Accounting Pronouncements In August 2016, the FASB issued a new ASU to clarify how companies present and classify certain cash receipts and cash payments in the statement of cash flows. This guidance is effective for our interim and annual reporting period beginning January 1, 2018. The Company does not expect the adoption of this ASU to have a material impact on its financial statements. In February 2016, the FASB issued a new ASU, which amends a number of aspects of lease accounting, including requiring lessees to recognize operating leases with a term greater than one year on their balance sheet as a right-of-use asset and corresponding lease liability, measured at the present value of the lease payments. This guidance is effective for the Company’s interim and annual reporting periods beginning January 1, 2019. Upon adoption, the Company expects additional lease liability to be recognized on the consolidated balance sheets. The Company is currently evaluating the impact of the adoption of this ASU on its financial statements. In January 2016, the FASB issued a new ASU that provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. This guidance is effective for the Company’s interim and annual reporting periods beginning January 1, 2018. The Company does not expect the adoption of this ASU to have a material impact on its financial statements. In May 2014, the FASB issued a new ASU that provides guidance for a model for recognizing revenue from contracts with customers. Under the new standard, the Company is required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the expected consideration entitled in exchange for those goods or services. The standard permits the use of the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company has evaluated the transition methods and elected to use the cumulative effect method and plans to adopt this standard beginning January 1, 2018. The Company anticipates that this standard will have a material impact on its consolidated financial statements but is still evaluating the accounting, transition and disclosure requirements of the standard. The Company estimates that the most significant impact will result from how it recognizes revenue for professional services, which will be based on the relative selling price without limitation to its contractual value. This change is expected to result in an increase in the aggregate amount allocated to professional services when allocating total contract values using the relative selling price method under the new standard. Additionally, the Company expects to recognize a portion of commission expense associated with new business over the expected customer life as opposed to over the term of the arrangement. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 Net loss $ (16,211 ) $ (18,243 ) Weighted-average shares of common stock outstanding 56,642 54,827 Net loss per share – basic and diluted $ (0.29 ) $ (0.33 ) At March 31, 2017 and 2016 , the following shares were excluded from the computation of diluted net loss per share because the effect of these shares would have been anti-dilutive (in thousands): March 31, 2017 2016 Options to purchase common stock, restricted stock units and performance-based restricted stock units 11,324 10,504 Shares issuable pursuant to employee stock purchase plan 89 81 Convertible notes 4,682 4,682 Common stock warrants 4,682 4,682 Total shares excluded from net loss per share 20,777 19,949 Under the treasury stock method, the convertible notes and common stock warrants will have a dilutive impact on net earnings per share when the average stock price for the period exceeds the respective conversion prices and the Company has net income. The Company also entered into note hedge transactions (“Note Hedges”) in connection with the convertible notes with respect to its common stock to minimize the impact of potential economic dilution upon conversion of the convertible notes. The Note Hedges were outstanding as of March 31, 2017 . Since the beneficial impact of the Note Hedges is anti-dilutive, they are excluded from the calculation of diluted net income (loss) per share. See Note 6 of the Notes to Condensed Consolidated Financial Statements . |
Investments
Investments | 3 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | INVESTMENTS Investments in Marketable Securities The Company’s investments in available-for-sale marketable securities are made pursuant to its investment policy, which has established guidelines relative to the diversification of the Company’s investments and their maturities, with the principal objective of capital preservation and maintaining liquidity that is sufficient to meet cash flow requirements. The following is a summary of investments in marketable securities, including money market funds, which meet the definition of a cash equivalent, as of March 31, 2017 (in thousands): March 31, 2017 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Money market funds $ 35,961 $ — $ — $ 35,961 Corporate bonds 66,823 9 (71 ) 66,761 Agency bonds 16,032 — (31 ) 16,001 U.S. treasury securities 173,735 — (210 ) 173,525 Commercial paper 12,452 — — 12,452 $ 305,003 $ 9 $ (312 ) $ 304,700 The following is a summary of investments in marketable securities, including money market funds, which meet the definition of a cash equivalent, as of December 31, 2016 (in thousands): December 31, 2016 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Money market funds $ 48,136 $ — $ — $ 48,136 Corporate bonds 60,725 1 (50 ) 60,676 Agency bonds 28,954 2 (26 ) 28,930 U.S. treasury securities 157,829 17 (160 ) 157,686 Commercial paper 10,473 — — 10,473 $ 306,117 $ 20 $ (236 ) $ 305,901 As of March 31, 2017 , the Company’s investment in corporate bonds, agency bonds, U.S. treasury securities and commercial paper had a weighted-average maturity date of approximately seven months . Unrealized gains and losses on investments were not significant, and the Company does not believe the unrealized losses represent other-than-temporary impairments as of March 31, 2017 and December 31, 2016 . No marketable securities held have been in a continuous unrealized loss position for more than 12 months as of March 31, 2017 and December 31, 2016 . Strategic Investments As of March 31, 2017 , the Company had net aggregate strategic investments of $2.0 million . The Company accounted for each of these investments using the cost method of accounting, as the Company does not have significant influence or a controlling financial interest over these entities. During the three months ended March 31, 2017 , the Company made $0.5 million in strategic investments. These investments are subject to periodic impairment reviews and are considered to be impaired when a decline in fair value is judged to be other-than-temporary. During the three months ended March 31, 2017 , the Company recognized $0.6 million of impairment losses. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS The Company has finite-lived intangible assets which are amortized over the estimated useful lives on a straight-line basis. The following table presents the gross carrying amount and accumulated amortization of finite-lived intangible assets as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 29,984 $ (24,893 ) $ 5,091 $ 29,984 $ (22,711 ) $ 7,273 Software license rights 1,654 (1,542 ) 112 1,654 (1,506 ) 148 Total $ 31,638 $ (26,435 ) $ 5,203 $ 31,638 $ (24,217 ) $ 7,421 Total amortization expense from finite-lived intangible assets was $2.2 million for the three months ended March 31, 2017 , and $2.6 million for the three months ended March 31, 2016 . Amortization expense of $2.2 million for the three months ended March 31, 2017 , and $2.5 million for the three months ended March 31, 2016 , related to developed technology and software license rights was recorded in cost of revenue and the remainder was recorded in “Amortization of certain acquired intangible assets” in the accompanying Condensed Consolidated Statements of Operations. The following table presents the Company’s estimate of remaining amortization expense, which will be recorded in cost of revenue, for each of the succeeding fiscal years ending December 31 for finite-lived intangible assets that existed at March 31, 2017 (in thousands): Remainder of 2017 $ 5,203 Total $ 5,203 The Company evaluates the recoverability of its long-lived assets with finite useful lives, including intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Based on the assessment of various factors in connection with the preparation of the Company’s financial statements for the quarter ended March 31, 2017 , the Company does not believe there were any negative qualitative factors impacting the recoverability of the carrying values. There were no impairment charges related to identifiable intangible assets in the three months ended March 31, 2017 and the year ended December 31, 2016 . |
Fair Value Of Financial Instrum
Fair Value Of Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
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 the Company has the ability to access at the measurement date. • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – Unobservable inputs. Assets and liabilities measured at fair value on a recurring basis included the following as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 35,961 $ 35,961 $ — $ — $ 48,136 $ 48,136 $ — $ — Corporate bonds 66,761 — 66,761 — 60,676 — 60,676 — Agency bonds 16,001 — 16,001 — 28,930 — 28,930 — U.S. treasury securities 173,525 — 173,525 — 157,686 — 157,686 — Commercial paper 12,452 — 12,452 — 10,473 — 10,473 — $ 304,700 $ 35,961 $ 268,739 $ — $ 305,901 $ 48,136 $ 257,765 $ — At March 31, 2017 and December 31, 2016 , cash equivalents of $36.0 million and $48.1 million , respectively, consisted of money market funds with original maturity dates of three months or less backed by U.S. Treasury bills. As of March 31, 2017 , corporate bonds, agency bonds, U.S. treasury securities and commercial paper were classified within Level 2 of the fair value hierarchy. The bonds were valued using information obtained from pricing services, which obtained quoted market prices from a variety of industry data providers, security master files from large financial institutions, and other third-party sources. The Company performed supplemental analysis to validate information obtained from its pricing services. As of March 31, 2017 , no adjustments were made to such pricing information. Senior Convertible Notes The Company’s senior convertible notes are shown in the accompanying Condensed Consolidated Balance Sheets at their original issuance value, net of unamortized discount and debt issuance costs, and are not re-measured to fair value each period. The approximate fair value of the Company’s convertible notes as of March 31, 2017 was $258.6 million . The fair value of the convertible notes was estimated on the basis of quoted market prices, which, due to limited trading activity, are considered Level 2 in the fair value hierarchy. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Senior Convertible Notes In 2013, the Company issued senior convertible notes (the “Notes”) raising gross proceeds of $253.0 million . The Notes are governed by an Indenture, dated June 17, 2013 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The Notes mature on July 1, 2018, unless earlier repurchased or converted, and bear interest at a rate of 1.50% per year payable semi-annually in arrears on January 1 and July 1 of each year, commencing January 1, 2014. The Notes are convertible at an initial conversion rate of 18.5046 shares of the Company’s common stock per $1,000 principal amount of the Notes, which represents an initial conversion price of approximately $54.04 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 cash for the principal amount, and the Company has the right to settle any amounts in excess of the principal in cash or shares. Prior to April 1, 2018, the Notes are only convertible upon satisfaction of certain conditions as follows: • during any calendar quarter after September 30, 2013, if the last reported sale price of common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each trading day of that five consecutive trading day period was less than 98% of the product of the last reported sale price of common stock and the conversion rate on each such trading day; or • upon the occurrence of specified corporate events as defined in the Indenture. Holders of the Notes may convert their Notes at any time on or after April 1, 2018, until the close of business on the second scheduled trading day immediately preceding the maturity date. The holders of the Notes may require the Company to repurchase all or a portion of their Notes at a cash repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest, upon a fundamental change and events of default, including non-payment of interest or principal and other obligations under the Indenture. In accounting for the Notes at issuance, the Company separated the Notes into debt and equity components pursuant to the accounting standards for convertible debt instruments that may be fully or partially settled in cash upon conversion. The fair value of the debt component was estimated using an interest rate for nonconvertible debt, with terms similar to the Notes, excluding the conversion feature. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The excess of the principal amount of the Notes over the fair value of the debt component was recorded as a debt discount and a corresponding increase in additional paid-in capital. The debt discount is accreted to interest expense over the term of the Notes using the interest method. The amount recorded to additional paid-in capital is not to be remeasured as long as it continues to meet the conditions for equity classification. Upon issuance of the $253.0 million of Notes, the Company recorded $214.3 million to debt and $38.7 million to additional paid-in capital for the debt discount. The Company incurred transaction costs of approximately $7.3 million related to the issuance of the Notes. In accounting for these costs, the Company allocated the costs to the debt and equity components in proportion to the allocation of proceeds from the issuance of the Notes to such components. Transaction costs allocated to the debt component of $6.2 million are deferred and amortized to interest expense over the term of the Notes. The transaction costs allocated to the equity component of $1.1 million were recorded to additional paid-in capital. The net carrying amount of the liability component of the Notes as of March 31, 2017 and December 31, 2016 consists of the following (in thousands): March 31, 2017 December 31, 2016 Principal amount $ 253,000 $ 253,000 Unamortized debt discount (10,523 ) (12,550 ) Net carrying amount before unamortized debt issuance costs 242,477 240,450 Unamortized debt issuance costs (1,689 ) (2,015 ) Net carrying value $ 240,788 $ 238,435 The effective interest rate of the liability component of the Notes is 5.4% . This interest rate was based on the interest rates of similar liabilities at the time of issuance that did not have associated convertible features. The following table presents the interest expense recognized related to the Notes for the three months ended March 31, 2017 and 2016 (in thousands): Three Months Ended March 31, 2017 2016 Contractual interest expense at 1.5% per annum $ 949 $ 949 Amortization of debt issuance costs 326 310 Accretion of debt discount 2,028 1,931 Total $ 3,303 $ 3,190 The net proceeds from the Notes were approximately $246.0 million after payment of the initial purchasers’ offering expenses. The Company used approximately $49.5 million of the net proceeds of the Notes offering to pay the cost of the Note Hedges described below, which was partially offset by $23.2 million of the proceeds from the Company’s sale of the Warrants also described below. Note Hedges Concurrent with the issuance of the Notes, the Company entered into note hedges (the “Note Hedges”) with certain bank counterparties, with respect to its common stock. The Company paid $49.5 million for the Note Hedges. The Note Hedges cover approximately 4.7 million shares of the Company’s common stock at a strike price of $54.04 per share, and are exercisable by the Company upon conversion of the Notes. The Note Hedges will expire upon the maturity of the Notes. The Note Hedges are intended to reduce the potential economic dilution upon conversion of the Notes in the event that the fair value per share of the Company’s common stock at the time of exercise is greater than the conversion price of the Notes. Warrants Separately and concurrently with the entry by the Company into the Note Hedges, the Company entered into warrant transactions, whereby it sold warrants to the same bank counterparties as the Note Hedges to acquire up to 4.7 million shares of the Company’s common stock at a strike price of $80.06 per share (the “Warrants”), subject to anti-dilution adjustments. The Company received proceeds of $23.2 million from the sale of the Warrants. The Warrants expire at various dates during 2018 and 2019. If the fair value per share of the Company’s common stock exceeds the strike price of the Warrants, the Warrants will reduce diluted earnings per share to the extent that the calculation does not have an anti-dilutive effect. The amounts paid and received for the Note Hedges and the Warrants have been recorded in additional paid-in capital. The fair value of the Note Hedges and the Warrants are not remeasured through earnings each reporting period. |
Stock-Based Awards
Stock-Based Awards | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Awards | STOCK-BASED AWARDS Stock Options The following table summarizes the Company’s stock option activity for the three months ended March 31, 2017 (in thousands, except per share and term information): Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (1) Outstanding, December 31, 2016 6,041 $ 32.01 6.2 $ 74,989 Granted — — Exercised (83 ) 24.23 Forfeited (46 ) 45.58 Outstanding, March 31, 2017 5,912 $ 32.01 6.0 $ 60,869 Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (1) Exercisable at March 31, 2017 5,010 $ 30.36 5.7 $ 59,245 Vested and expected to vest at March 31, 2017 5,878 31.97 6.0 60,797 (1) Based on the Company’s closing stock price of $38.89 on March 31, 2017 and $42.31 on December 31, 2016. Unrecognized compensation expense relating to stock options was $14.9 million at March 31, 2017 , which is expected to be recognized over a weighted-average period of 1.3 years . Restricted Stock Units The Company granted restricted stock units covering 0.5 million shares of its common stock during the three months ended March 31, 2017 . At March 31, 2017 , there were 3.5 million shares of the Company’s common stock issuable upon the vesting of outstanding restricted stock units. Unrecognized compensation expense related to shares of the Company’s common stock subject to unvested restricted stock units was $98.9 million at March 31, 2017 , which is expected to be recognized as expense over the weighted-average period of 2.9 years . Performance-Based Restricted Stock Units In July 2014, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved the issuance of performance-based restricted stock units to an executive officer of the Company. The number of shares of the Company’s common stock issuable upon the vesting of this performance-based restricted stock award is based upon (a) the performance of the Company’s stock price relative to a certain independent market index and (b) the recipient continuing to provide service through the end of the three year term of the award. Achievement of target performance level would result in the issuance of 40,600 shares and achievement at the maximum performance level would result in the issuance of 60,900 shares. The Company used a Monte Carlo simulation to estimate the fair value of this award which factors in the probability of the award vesting. The grant date fair value of the award was $1.8 million , which will be recognized ratably over the three year term of the award. In December 2014, the Compensation Committee approved the issuance of a special award of performance-based restricted stock units to certain executives of the Company. The number of shares of the Company’s common stock issuable upon the vesting of these performance-based restricted stock unit awards is based upon (a) the performance of the Company’s stock price relative to a certain independent market index, (b) the achievement of the Company’s revenue guidance for each of fiscal year 2015 and 2016 and (c) the recipient continuing to provide services to the Company through the end of the three year term of the award. The Company finalizes its revenue guidance in February of each year, thus a grant date was established in February of 2015 and February of 2016 for each of the two tranches of the award related to that year’s revenue guidance. Each tranche is treated as a separate grant and recognized from the date the revenue guidance is determined over the remaining portion of the original three year term of the award. Achievement of the target performance level would result in the issuance of 535,000 shares and achievement at maximum performance level would result in the issuance of an aggregate of 1,070,000 shares. The Company used a Monte Carlo simulation to estimate the fair value of each tranche of the awards for which a grant date has been established. The valuation factors in the probability of achieving the performance of the Company’s stock price relative to the market index. (i) In the first quarter of 2015, the aggregate grant date fair value of the first half of the above awards was $9.9 million . (ii) In the fourth quarter of 2015, the fair value was subsequently decreased to $5.0 million based on the Company’s performance in relation to the revenue guidance for fiscal year 2015. The decrease in value was a result of the maximum level of shares decreasing from an aggregate of 1,070,000 shares to an aggregate of 802,500 shares, representing a decrease from 535,000 shares to 267,500 shares for the first half of the awards and the maximum level achievable of 535,000 shares remaining for the second half of the awards. (iii) In the second quarter of 2016, an aggregate of 30,000 shares were forfeited as a result of the retirement of an executive officer of the Company. (iv) In the first quarter of 2017, the Compensation Committee provided clarification on the use of constant currency adjustments to the Company’s performance in relation to the revenue guidance for fiscal year 2016. As a result, during the three months ended March 31, 2017 , the Company determined that the aggregate fair value of the awards was $9.5 million , which will be recognized over the remaining vesting period of the awards. In July 2016, the Compensation Committee approved the issuance of performance-based restricted stock units to certain executives of the Company. The number of shares of the Company’s common stock issuable upon the vesting of these performance-based restricted stock unit awards is based upon (a) the Company meeting certain revenue and cash flow targets through December 31, 2018 and (b) the recipient continuing to provide services to the Company through the end of June 2019. Achievement of the target performance level would result in the issuance of 166,600 shares and achievement at maximum performance level would result in the issuance of 499,800 shares. The total amount of compensation expense recognized will be based on the number of estimated eligible shares, which will be evaluated each reporting period and determined by the Company’s actual and projected revenue and cash flow performance. These awards have a grant date fair value of $38.67 per share and the total compensation expense will be recognized over the three year vesting term of the awards. In March 2017, the Compensation Committee approved the issuance of additional performance-based restricted stock units to certain executives of the Company. The number of shares of the Company’s common stock issuable upon the vesting of these performance-based restricted stock unit awards is based upon (a) the Company meeting certain revenue and cash flow targets through December 31, 2019 and (b) the recipient continuing to provide services to the Company through the end of March 2020. Achievement of the target performance level would result in the issuance of 185,270 shares and achievement at maximum performance level would result in the issuance of 555,810 shares. The total amount of compensation expense recognized will be based on the number of estimated eligible shares, which will be evaluated each reporting period and determined by the Company’s actual and projected revenue and cash flow performance. These awards have a grant date fair value of $41.73 per share and the total compensation expense will be recognized over the three year vesting term of the awards. The Company recognized compensation expense related to all performance-based awards in the aggregate amount of $3.1 million for the three months ended March 31, 2017 . Unrecognized compensation expense related to unvested performance-based restricted stock units was $14.4 million at March 31, 2017 , based on the probable performance target at that date, which is expected to be recognized as expense over the 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 market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. The right to purchase shares is granted twice yearly for six month offering periods in June and December and exercisable on or about the succeeding December and June, respectively, on each year. Stock-Based Compensation Stock-based compensation expense related to stock options, restricted stock units, the ESPP and performance-based restricted stock units is included in the following line items in the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2017 and 2016 (in thousands): Three Months Ended March 31, 2017 2016 Cost of revenue $ 1,210 $ 1,092 Sales and marketing expense 6,754 6,179 Research and development expense 2,102 1,787 General and administrative expense 5,783 3,938 Total $ 15,849 $ 12,996 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company’s income tax provision was approximately $0.6 million with an effective income tax rate of (3.7)% for the three months ended March 31, 2017 . The Company’s effective tax rate differs from the statutory rate primarily due to the change in the valuation allowance on the Company’s deferred tax assets and foreign income taxes. The income tax provision is related domestic income, to certain foreign income and withholding taxes. We do not have a material tax provision in the significant jurisdictions we operate in, such as the United States and United Kingdom, as we have historically generated losses and we have recorded a full valuation allowance against the net deferred tax assets and we do not anticipate recording an income tax benefit related to these deferred tax assets. The Company will reassess the realization of deferred tax assets each reporting period and will be able to reduce the valuation allowance to the extent that the financial results of these operations improve and it becomes more likely than not that the deferred tax assets are realizable. The Company is subject to U.S. federal income tax, state income tax and various foreign income taxes. The Company is subject to examination for the 2013 through 2016 tax years for its U.S. federal income tax returns. State income tax returns are subject to examination for the 2012 through 2016 tax years. The Company is subject to examination by various foreign jurisdictions for years after 2008. The Company does not reasonably expect significant changes to its uncertain tax positions within the next twelve months. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | COMMITMENTS AND CONTINGENCIES 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. Lease Commitments During the three months ended March 31, 2017 , the Company entered into various operating lease agreements with remaining obligations of approximately $0.2 million in 2017 and $0.1 million in 2018 . Other Commitments During the three months ended March 31, 2017 , the Company entered into software subscription agreements with various service providers with remaining obligations of approximately $2.8 million in 2017 , $3.2 million in 2018 and $3.0 million in 2019 . Litigation The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. If the Company determines that it is probable that a loss has been incurred and the amount is reasonably estimable, the Company will record a liability. The Company has determined that it does not have a potential liability related to any legal proceedings or claims that would individually or in the aggregate materially adversely affect its financial condition or operating results. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS The Cornerstone OnDemand Foundation (the “Foundation”) empowers communities in the United States and internationally by increasing the impact of the non-profit sector through the utilization of human capital management technology including the Company’s products. The Company’s Chief Executive Officer is on the Board of Directors of the Foundation. The Company does not direct the Foundation’s activities, and accordingly, the Company does not consolidate the Foundation’s statement of activities with its financial results. During the three months ended March 31, 2017 and 2016 , the Company provided at no charge certain resources to the Foundation, with approximate values of $0.8 million and $0.8 million , respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS During April and May 2017, the Compensation Committee granted restricted stock units covering an aggregate of 322,270 shares of the Company’s common stock which generally vest annually over four years. During April 2017, the Company entered into software subscription agreements with various service providers with obligations of approximately $0.6 million in 2017, $0.4 million in 2018 and $0.1 million in 2019. During May 2017, the Company entered into an agreement to finance the purchase of software subscriptions with obligations of approximately $0.7 million in each of 2017, 2018 and 2019. The software subscription is with a company that one of the newly appointed Board of Directors is an executive officer. |
Organization And Summary Of S18
Organization And Summary Of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with (i) United States generally accepted accounting principles (“GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, such financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. 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 for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 , for any other interim period or for any other future year. The condensed consolidated balance sheet at December 31, 2016 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The Company’s significant accounting policies are described in “Note 2. Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . The Company follows the same accounting policies for interim reporting. The financial information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued a new accounting standards update (“ASU”) which amends the reporting requirement in regard to new accounting pronouncements or existing pronouncements that have not yet been adopted. The guidance requires registrants to disclose the effect that recently issued accounting standards will have on their financial statements when adopted in a future period. The Company implemented this requirement as of the beginning of the first quarter of 2017. In March 2016, the FASB issued a new ASU to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The Company adopted this ASU as of the beginning of the first quarter of 2017 and has elected to continue to estimate expected forfeitures over the course of a vesting period. Further, the ASU eliminates the requirement to delay the recognition of excess tax benefits until they reduce current taxes payable. However, as of January 1, 2017, the previously unrecognized excess tax benefits of $39.4 million had no impact on our accumulated deficit balance as the related U.S. deferred tax assets were fully offset by a valuation allowance. The adoption did not have any other material impacts on the Company’s financial statements. Recent Accounting Pronouncements In August 2016, the FASB issued a new ASU to clarify how companies present and classify certain cash receipts and cash payments in the statement of cash flows. This guidance is effective for our interim and annual reporting period beginning January 1, 2018. The Company does not expect the adoption of this ASU to have a material impact on its financial statements. In February 2016, the FASB issued a new ASU, which amends a number of aspects of lease accounting, including requiring lessees to recognize operating leases with a term greater than one year on their balance sheet as a right-of-use asset and corresponding lease liability, measured at the present value of the lease payments. This guidance is effective for the Company’s interim and annual reporting periods beginning January 1, 2019. Upon adoption, the Company expects additional lease liability to be recognized on the consolidated balance sheets. The Company is currently evaluating the impact of the adoption of this ASU on its financial statements. In January 2016, the FASB issued a new ASU that provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. This guidance is effective for the Company’s interim and annual reporting periods beginning January 1, 2018. The Company does not expect the adoption of this ASU to have a material impact on its financial statements. In May 2014, the FASB issued a new ASU that provides guidance for a model for recognizing revenue from contracts with customers. Under the new standard, the Company is required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the expected consideration entitled in exchange for those goods or services. The standard permits the use of the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company has evaluated the transition methods and elected to use the cumulative effect method and plans to adopt this standard beginning January 1, 2018. The Company anticipates that this standard will have a material impact on its consolidated financial statements but is still evaluating the accounting, transition and disclosure requirements of the standard. The Company estimates that the most significant impact will result from how it recognizes revenue for professional services, which will be based on the relative selling price without limitation to its contractual value. This change is expected to result in an increase in the aggregate amount allocated to professional services when allocating total contract values using the relative selling price method under the new standard. Additionally, the Company expects to recognize a portion of commission expense associated with new business over the expected customer life as opposed to over the term of the arrangement. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Loss Per Share | The following table presents the Company’s basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended March 31, 2017 2016 Net loss $ (16,211 ) $ (18,243 ) Weighted-average shares of common stock outstanding 56,642 54,827 Net loss per share – basic and diluted $ (0.29 ) $ (0.33 ) |
Anti-Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share | At March 31, 2017 and 2016 , the following shares were excluded from the computation of diluted net loss per share because the effect of these shares would have been anti-dilutive (in thousands): March 31, 2017 2016 Options to purchase common stock, restricted stock units and performance-based restricted stock units 11,324 10,504 Shares issuable pursuant to employee stock purchase plan 89 81 Convertible notes 4,682 4,682 Common stock warrants 4,682 4,682 Total shares excluded from net loss per share 20,777 19,949 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Marketable Securities | The following is a summary of investments in marketable securities, including money market funds, which meet the definition of a cash equivalent, as of March 31, 2017 (in thousands): March 31, 2017 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Money market funds $ 35,961 $ — $ — $ 35,961 Corporate bonds 66,823 9 (71 ) 66,761 Agency bonds 16,032 — (31 ) 16,001 U.S. treasury securities 173,735 — (210 ) 173,525 Commercial paper 12,452 — — 12,452 $ 305,003 $ 9 $ (312 ) $ 304,700 The following is a summary of investments in marketable securities, including money market funds, which meet the definition of a cash equivalent, as of December 31, 2016 (in thousands): December 31, 2016 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Money market funds $ 48,136 $ — $ — $ 48,136 Corporate bonds 60,725 1 (50 ) 60,676 Agency bonds 28,954 2 (26 ) 28,930 U.S. treasury securities 157,829 17 (160 ) 157,686 Commercial paper 10,473 — — 10,473 $ 306,117 $ 20 $ (236 ) $ 305,901 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Gross Carrying Value and Accumulated Amortization of Finite-lived Intangible Assets | The following table presents the gross carrying amount and accumulated amortization of finite-lived intangible assets as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 29,984 $ (24,893 ) $ 5,091 $ 29,984 $ (22,711 ) $ 7,273 Software license rights 1,654 (1,542 ) 112 1,654 (1,506 ) 148 Total $ 31,638 $ (26,435 ) $ 5,203 $ 31,638 $ (24,217 ) $ 7,421 |
Estimated Amortization Expense for Finite-Lived Intangible Assets | The following table presents the Company’s estimate of remaining amortization expense, which will be recorded in cost of revenue, for each of the succeeding fiscal years ending December 31 for finite-lived intangible assets that existed at March 31, 2017 (in thousands): Remainder of 2017 $ 5,203 Total $ 5,203 |
Fair Value Of Financial Instr22
Fair Value Of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities measured at fair value | Assets and liabilities measured at fair value on a recurring basis included the following as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 35,961 $ 35,961 $ — $ — $ 48,136 $ 48,136 $ — $ — Corporate bonds 66,761 — 66,761 — 60,676 — 60,676 — Agency bonds 16,001 — 16,001 — 28,930 — 28,930 — U.S. treasury securities 173,525 — 173,525 — 157,686 — 157,686 — Commercial paper 12,452 — 12,452 — 10,473 — 10,473 — $ 304,700 $ 35,961 $ 268,739 $ — $ 305,901 $ 48,136 $ 257,765 $ — |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of net carrying amount of debt | The net carrying amount of the liability component of the Notes as of March 31, 2017 and December 31, 2016 consists of the following (in thousands): March 31, 2017 December 31, 2016 Principal amount $ 253,000 $ 253,000 Unamortized debt discount (10,523 ) (12,550 ) Net carrying amount before unamortized debt issuance costs 242,477 240,450 Unamortized debt issuance costs (1,689 ) (2,015 ) Net carrying value $ 240,788 $ 238,435 |
Schedule of interest expense recognized | The following table presents the interest expense recognized related to the Notes for the three months ended March 31, 2017 and 2016 (in thousands): Three Months Ended March 31, 2017 2016 Contractual interest expense at 1.5% per annum $ 949 $ 949 Amortization of debt issuance costs 326 310 Accretion of debt discount 2,028 1,931 Total $ 3,303 $ 3,190 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of stock option activity | The following table summarizes the Company’s stock option activity for the three months ended March 31, 2017 (in thousands, except per share and term information): Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (1) Outstanding, December 31, 2016 6,041 $ 32.01 6.2 $ 74,989 Granted — — Exercised (83 ) 24.23 Forfeited (46 ) 45.58 Outstanding, March 31, 2017 5,912 $ 32.01 6.0 $ 60,869 Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (1) Exercisable at March 31, 2017 5,010 $ 30.36 5.7 $ 59,245 Vested and expected to vest at March 31, 2017 5,878 31.97 6.0 60,797 (1) Based on the Company’s closing stock price of $38.89 on March 31, 2017 and $42.31 on December 31, 2016. |
Summary of stock-based compensation expense | Stock-based compensation expense related to stock options, restricted stock units, the ESPP and performance-based restricted stock units is included in the following line items in the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2017 and 2016 (in thousands): Three Months Ended March 31, 2017 2016 Cost of revenue $ 1,210 $ 1,092 Sales and marketing expense 6,754 6,179 Research and development expense 2,102 1,787 General and administrative expense 5,783 3,938 Total $ 15,849 $ 12,996 |
Organization And Summary Of S25
Organization And Summary Of Significant Accounting Policies (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2017segment | Dec. 31, 2016USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of operating segments | segment | 1 | |
Unrecognized tax benefits | $ 39.4 | |
Valuation allowance | $ 39.4 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (16,211) | $ (18,243) |
Weighted-average shares of common stock outstanding (in shares) | 56,642 | 54,827 |
Net loss per share, basic and diluted (USD per share) | $ (0.29) | $ (0.33) |
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 | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 20,777 | 19,949 |
Options to purchase common stock, restricted stock units and performance-based restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 11,324 | 10,504 |
Shares issuable pursuant to employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 89 | 81 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 4,682 | 4,682 |
Common stock warrants | Common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 4,682 | 4,682 |
Investments - Marketable Securi
Investments - Marketable Securities (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)security | Dec. 31, 2016USD ($)security | |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | $ 305,003 | $ 306,117 |
Unrealized Gains | 9 | 20 |
Unrealized Losses | (312) | (236) |
Fair Value | $ 304,700 | $ 305,901 |
Weighted average maturity (in years) | 7 months | |
Investments in unrealized loss for more than 12 months | security | 0 | 0 |
Money market funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | $ 35,961 | $ 48,136 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 35,961 | 48,136 |
Corporate bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 66,823 | 60,725 |
Unrealized Gains | 9 | 1 |
Unrealized Losses | (71) | (50) |
Fair Value | 66,761 | 60,676 |
Agency bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 16,032 | 28,954 |
Unrealized Gains | 0 | 2 |
Unrealized Losses | (31) | (26) |
Fair Value | 16,001 | 28,930 |
U.S. treasury securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 173,735 | 157,829 |
Unrealized Gains | 0 | 17 |
Unrealized Losses | (210) | (160) |
Fair Value | 173,525 | 157,686 |
Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 12,452 | 10,473 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 12,452 | $ 10,473 |
Investments - Strategic Investm
Investments - Strategic Investments (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | ||
Investments in privately-held companies | $ 2 | $ 0.5 |
Impairment of investments | $ 0.6 |
Intangible Assets - Gross Carry
Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Finite-lived Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 31,638 | $ 31,638 |
Accumulated Amortization | (26,435) | (24,217) |
Net Carrying Amount | 5,203 | 7,421 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 29,984 | 29,984 |
Accumulated Amortization | (24,893) | (22,711) |
Net Carrying Amount | 5,091 | 7,273 |
Software license rights | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,654 | 1,654 |
Accumulated Amortization | (1,542) | (1,506) |
Net Carrying Amount | $ 112 | $ 148 |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization Expense for Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 2,200 | $ 2,600 | |
Remainder of 2017 | 5,203 | ||
Net Carrying Amount | 5,203 | $ 7,421 | |
Cost of revenues | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 2,200 | $ 2,500 |
Intangible Assets - Changes in
Intangible Assets - Changes in Carrying Amount of Identifiable Intangible Assets (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Asset impairment charges | $ 0 | $ 0 |
Fair Value Of Financial Instr33
Fair Value Of Financial Instruments - Summary of Asset and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | $ 304,700 | $ 305,901 |
Fair value measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents | 35,961 | 48,136 |
Assets measured at fair value on a recurring basis | 304,700 | 305,901 |
Fair value measurements, recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents | 35,961 | 48,136 |
Assets measured at fair value on a recurring basis | 35,961 | 48,136 |
Fair value measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Assets measured at fair value on a recurring basis | 268,739 | 257,765 |
Fair value measurements, recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Assets measured at fair value on a recurring basis | 0 | 0 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 66,761 | 60,676 |
Corporate bonds | Fair value measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 66,761 | 60,676 |
Corporate bonds | Fair value measurements, recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Corporate bonds | Fair value measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 66,761 | 60,676 |
Corporate bonds | Fair value measurements, recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 16,001 | 28,930 |
Agency bonds | Fair value measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 16,001 | 28,930 |
Agency bonds | Fair value measurements, recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Agency bonds | Fair value measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 16,001 | 28,930 |
Agency bonds | Fair value measurements, recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 173,525 | 157,686 |
U.S. treasury securities | Fair value measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 173,525 | 157,686 |
U.S. treasury securities | Fair value measurements, recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
U.S. treasury securities | Fair value measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 173,525 | 157,686 |
U.S. treasury securities | Fair value measurements, recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Commercial paper | Fair value measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 12,452 | 10,473 |
Commercial paper | Fair value measurements, recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Commercial paper | Fair value measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 12,452 | 10,473 |
Commercial paper | Fair value measurements, recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | $ 0 | $ 0 |
Fair Value Of Financial Instr34
Fair Value Of Financial Instruments - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Disclosures [Abstract] | ||
Money market fund value | $ 36 | $ 48.1 |
Fair value of convertible debt | $ 258.6 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Jun. 17, 2013USD ($)trading_day$ / sharesshares | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||
Payments for note hedges | $ (49,500,000) | ||
Proceeds from warrants issuance | $ 23,200,000 | ||
Number of shares covered by the Note Hedge (in shares) | shares | 4,700,000 | ||
Number of shares that can be acquired by warrants holders (in shares) | shares | 4,700,000 | ||
Warrant strike price (USD per share) | $ / shares | $ 80.06 | ||
Convertible notes | |||
Debt Instrument [Line Items] | |||
Debt gross proceeds | $ 253,000,000 | ||
Debt interest rate | 1.50% | 1.50% | |
Initial conversion rate | 18.5046 | ||
Conversion price (USD per share) | $ / shares | $ 54.04 | ||
Redemption price of notes | 100.00% | ||
Convertible senior notes | $ 214,300,000 | $ 242,477,000 | $ 240,450,000 |
Adjustment to additional paid-in capital for the equity portion of the convertible note | (38,700,000) | ||
Transaction costs related to the issuance of Notes | 7,300,000 | $ 1,689,000 | $ 2,015,000 |
Deferred debt issuance cost | 6,200,000 | ||
Equity issuance cost | 1,100,000 | ||
Effective interest rate | 5.40% | ||
Net proceeds from the Notes | $ 246,000,000 | ||
Convertible notes | Prior to April 1, 2018 | Maximum | |||
Debt Instrument [Line Items] | |||
Convertible debt, conversion trigger, minimum number of trading days | trading_day | 20 | ||
Convertible debt, conversion trigger, consecutive trading days | 30 days | ||
Convertible debt, conversion trigger, market price vs conversion price | 130.00% | ||
Convertible notes | Prior to April 1, 2018 | Minimum | |||
Debt Instrument [Line Items] | |||
Convertible debt, conversion trigger, minimum number of trading days | trading_day | 5 | ||
Convertible debt, conversion trigger, consecutive trading days | 5 days | ||
Convertible debt, conversion trigger, market price vs conversion price | 98.00% |
Debt - Summary of Net Carrying
Debt - Summary of Net Carrying Amount of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 17, 2013 |
Debt Instrument [Line Items] | |||
Net carrying amount | $ 240,788 | $ 238,435 | |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Principal amount | 253,000 | 253,000 | |
Unamortized debt discount | (10,523) | (12,550) | |
Net carrying amount before unamortized debt issuance costs | 242,477 | 240,450 | $ 214,300 |
Unamortized debt issuance costs | (1,689) | (2,015) | $ (7,300) |
Net carrying amount | $ 240,788 | $ 238,435 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense Recognized (Details) - Convertible Debt - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Jun. 17, 2013 | |
Schedule of Debt Cost and Interest Expense Recognized [Line Items] | |||
Debt interest rate | 1.50% | 1.50% | |
Contractual interest expense at 1.5% per annum | $ 949 | $ 949 | |
Amortization of debt issuance costs | 326 | 310 | |
Accretion of debt discount | 2,028 | 1,931 | |
Total | $ 3,303 | $ 3,190 |
Stock-Based Awards - Stock Opti
Stock-Based Awards - Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Shares | |||
Beginning balance (in shares) | 6,041 | ||
Options, Granted (in shares) | 0 | ||
Options, Exercised (in shares) | (83) | ||
Options, Forfeited (in shares) | (46) | ||
Ending balance (in shares) | 5,912 | ||
Weighted- Average Exercise Price | |||
Weighted-average exercise price, outstanding at beginning of period (USD per share) | $ 32.01 | ||
Weighted average exercise price, granted (USD per share) | 0 | ||
Weighted average exercise price, exercised (USD per share) | 24.23 | ||
Weighted average exercise price, forfeited (USD per share) | 45.58 | ||
Weighted-average exercise price, outstanding at end of period (USD per share) | $ 32.01 | ||
Additional Disclosures | |||
Weighted-average remaining contractual term, outstanding | 5 years 11 months 18 days | 6 years 2 months 16 days | |
Aggregate intrinsic value, outstanding | $ 60,869 | $ 74,989 | |
Exercisable at end of period (in shares) | 5,010 | ||
Weighted average exercise price, exercisable at end of period (USD per share) | $ 30.36 | ||
Weighted-average remaining contractual term, exercisable | 5 years 8 months 1 day | ||
Aggregate intrinsic value, exercisable at end of period | $ 59,245 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | |||
Vested and expected to vest at end of period (in shares) | 5,878 | ||
Weighted average exercise price, vested and expected to vest at end of period (USD per share) | $ 31.97 | ||
Weighted-average remaining contractual term, vested and expected to vest | 5 years 11 months 14 days | ||
Aggregate intrinsic value, vested and expected to vest at end of period | $ 60,797 | ||
Closing stock price (USD per share) | $ 38.89 | $ 42.31 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 10 Months Ended | |||||
Mar. 31, 2017 | Jul. 31, 2016 | Feb. 29, 2016 | Feb. 28, 2015 | Jul. 31, 2014 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Unrecognized compensation expense relating to stock options | $ 14,900 | $ 14,900 | ||||||
Share based compensation expense | $ 15,849 | $ 12,996 | ||||||
Percent purchase price, grant date, ESPP | 85.00% | |||||||
Percent purchase price, exercise date, ESPP | 85.00% | |||||||
Employee Stock Option | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Unrecognized compensation expense, expected recognition weighted average period | 1 year 3 months 29 days | |||||||
Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Unrecognized compensation expense, expected recognition weighted average period | 2 years 11 months 1 day | |||||||
Restricted stock units granted (in shares) | 478,200 | |||||||
Share of non-vested restricted stock units were outstanding (in shares) | 3,517,459 | 3,517,459 | ||||||
Unrecognized compensation expense related to non-vested restricted stock units | $ 98,900 | $ 98,900 | ||||||
Performance Based Restricted Stock Units | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Share-based payment award, award vesting period | 3 years | 3 years | ||||||
Expected to vest (in shares) | 267,500 | 535,000 | 40,600 | 267,500 | ||||
Value of restricted stock units granted | $ 9,900 | $ 1,800 | $ 9,500 | $ 5,000 | ||||
Share based payment award, vested in period (in shares) | 802,500 | |||||||
Shares forfeited as a result of retirement (in shares) | 30,000 | |||||||
Performance Based Restricted Stock Units | Maximum | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Expected to vest (in shares) | 535,000 | 1,070,000 | 60,900 | 535,000 | ||||
Performance Shares | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Unrecognized compensation expense, expected recognition weighted average period | 1 year 9 months 15 days | |||||||
Share-based payment award, award vesting period | 3 years | 3 years | ||||||
Share based payment award, vested in period (in shares) | 185,270 | 166,600 | ||||||
Grant date fair value (USD per share) | $ 41.73 | $ 38.67 | ||||||
Share based compensation expense | $ 3,100 | |||||||
Unrecognized compensation expense related to nonvested performance based options and restricted stock units | $ 14,400 | $ 14,400 | ||||||
Performance Shares | Maximum | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Share based payment award, vested in period (in shares) | 555,810 | 499,800 |
Stock-Based Awards - Stock-Base
Stock-Based Awards - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share based compensation expense | $ 15,849 | $ 12,996 |
Cost of revenue | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share based compensation expense | 1,210 | 1,092 |
Sales and marketing expense | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share based compensation expense | 6,754 | 6,179 |
Research and development expense | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share based compensation expense | 2,102 | 1,787 |
General and administrative expense | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share based compensation expense | $ 5,783 | $ 3,938 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) expense | $ 571 | $ 535 |
Effective income tax rate | (3.70%) |
Commitments And Contingencies (
Commitments And Contingencies (Detail) $ in Millions | Mar. 31, 2017USD ($) |
Long-term Purchase Commitment [Line Items] | |
Other commitments, remainder of fiscal year | $ 2.8 |
Other commitments, due year in second year | 3.2 |
Other commitments, due year in third year | 3 |
Building Lease and Other Commitments | |
Long-term Purchase Commitment [Line Items] | |
Lease payments due for remainder of the year | 0.2 |
Lease payments due within two years | $ 0.1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transactions [Abstract] | ||
Services provided to related party at no charge | $ 0.8 | $ 0.8 |
Subsequent Events (Detail)
Subsequent Events (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
May 03, 2017 | Mar. 31, 2017 | Apr. 30, 2017 | |
Subsequent Event [Line Items] | |||
Other commitments, remainder of fiscal year | $ 2.8 | ||
Other commitments, due year in second year | 3.2 | ||
Other commitments, due year in third year | $ 3 | ||
Restricted Stock Units (RSUs) | |||
Subsequent Event [Line Items] | |||
Restricted stock units granted (in shares) | 478,200 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Other commitments, remainder of fiscal year | $ 0.7 | $ 0.6 | |
Other commitments, due year in second year | 0.7 | 0.4 | |
Other commitments, due year in third year | $ 0.7 | $ 0.1 | |
Subsequent Event | Restricted Stock Units (RSUs) | |||
Subsequent Event [Line Items] | |||
Restricted stock units granted (in shares) | 322,270 | ||
Share-based payment award, award vesting period | 4 years |