Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 03, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | 57,901,351 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents | $ 76,433 | $ 83,300 |
Short-term investments | 232,268 | 218,791 |
Accounts receivable, net | 124,461 | 136,657 |
Deferred commissions | 37,778 | 36,298 |
Prepaid expenses and other current assets | 22,800 | 18,467 |
Total current assets | 493,740 | 493,513 |
Capitalized software development costs, net | 37,586 | 30,683 |
Property and equipment, net | 21,594 | 23,962 |
Long-term investments | 37,927 | 41,046 |
Intangible assets, net | 780 | 7,421 |
Goodwill | 25,894 | 25,894 |
Other assets, net | 3,878 | 1,110 |
Total Assets | 621,399 | 623,629 |
Liabilities: | ||
Accounts payable | 16,020 | 24,392 |
Accrued expenses | 46,533 | 47,619 |
Deferred revenue, current portion | 259,650 | 272,206 |
Convertible notes, net | 245,583 | 0 |
Other liabilities | 4,218 | 2,094 |
Total current liabilities | 572,004 | 346,311 |
Convertible notes, net | 0 | 238,435 |
Other liabilities, non-current | 1,830 | 1,794 |
Deferred revenue, net of current portion | 13,530 | 10,126 |
Total liabilities | 587,364 | 596,666 |
Commitments and contingencies (Note 9) | ||
Stockholders’ Equity: | ||
Common stock, $0.0001 par value; 1,000,000 shares authorized, 57,763 and 56,516 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 6 | 6 |
Additional paid-in capital | 539,171 | 476,230 |
Accumulated deficit | (506,050) | (453,719) |
Accumulated other comprehensive income | 908 | 4,446 |
Total stockholders’ equity | 34,035 | 26,963 |
Total Liabilities and Stockholders’ Equity | $ 621,399 | $ 623,629 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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) | 57,763,000 | 56,516,000 |
Common stock, shares outstanding (in shares) | 57,763,000 | 56,516,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 121,796 | $ 107,758 | $ 350,029 | $ 314,095 |
Cost of revenue | 35,708 | 33,369 | 104,978 | 100,974 |
Gross profit | 86,088 | 74,389 | 245,051 | 213,121 |
Operating expenses: | ||||
Sales and marketing | 60,554 | 53,690 | 179,521 | 168,226 |
Research and development | 16,389 | 12,130 | 44,484 | 34,927 |
General and administrative | 21,249 | 18,608 | 64,866 | 51,611 |
Amortization of certain acquired intangible assets | 0 | 0 | 0 | 150 |
Total operating expenses | 98,192 | 84,428 | 288,871 | 254,914 |
Loss from operations | (12,104) | (10,039) | (43,820) | (41,793) |
Other income (expense): | ||||
Interest income | 749 | 451 | 2,021 | 1,182 |
Interest expense | (3,373) | (3,245) | (10,015) | (9,652) |
Other, net | 376 | 663 | 921 | 2,938 |
Other income (expense), net | (2,248) | (2,131) | (7,073) | (5,532) |
Loss before income tax provision | (14,352) | (12,170) | (50,893) | (47,325) |
Income tax provision | (503) | (218) | (1,438) | (894) |
Net loss | $ (14,855) | $ (12,388) | $ (52,331) | $ (48,219) |
Net loss per share, basic and diluted (USD per share) | $ (0.26) | $ (0.22) | $ (0.92) | $ (0.87) |
Weighted average common shares outstanding, basic and diluted (in shares) | 57,627 | 55,964 | 57,072 | 55,359 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (14,855) | $ (12,388) | $ (52,331) | $ (48,219) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustment | (1,490) | 917 | (3,540) | 2,539 |
Net change in unrealized gains (losses) on investments | 70 | (162) | 2 | 306 |
Other comprehensive (loss) income, net of tax | (1,420) | 755 | (3,538) | 2,845 |
Total comprehensive loss | $ (16,275) | $ (11,633) | $ (55,869) | $ (45,374) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (52,331) | $ (48,219) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 27,028 | 23,867 |
Accretion of debt discount and amortization of debt issuance costs | 7,148 | 6,805 |
Purchased investment premium, net of amortization | 527 | 219 |
Net foreign currency gain | (1,368) | (1,146) |
Stock-based compensation expense | 51,029 | 40,750 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 14,631 | 1,056 |
Deferred commissions | (357) | 1,688 |
Prepaid expenses and other assets | (4,033) | (3,807) |
Accounts payable | (8,276) | (4,937) |
Accrued expenses | (2,107) | (5,211) |
Deferred revenue | (16,323) | (7,490) |
Other liabilities | 359 | (1,857) |
Net cash provided by operating activities | 15,927 | 1,718 |
Cash flows from investing activities: | ||
Purchases of investments | (231,384) | (174,992) |
Maturities of investments | 219,846 | 130,229 |
Capital expenditures | (6,682) | (4,345) |
Capitalized software costs | (15,826) | (12,236) |
Net cash used in investing activities | (34,046) | (61,344) |
Cash flows from financing activities: | ||
Principal payments under capital lease obligations | 0 | (33) |
Proceeds from employee stock plans | 9,722 | 17,770 |
Net cash provided by financing activities | 9,722 | 17,737 |
Effect of exchange rate changes on cash and cash equivalents | 1,530 | (512) |
Net decrease in cash and cash equivalents | (6,867) | (42,401) |
Cash and cash equivalents at beginning of period | 83,300 | 107,691 |
Cash and cash equivalents at end of period | 76,433 | 65,290 |
Supplemental cash flow information: | ||
Cash paid for interest | 3,841 | 3,796 |
Cash paid for income taxes | 1,800 | 1,837 |
Proceeds from employee stock plans received in advance of stock issuance | 1,998 | 1,485 |
Non-cash investing and financing activities: | ||
Assets acquired under capital leases and other financing arrangements | 3,467 | 0 |
Capitalized assets financed by accounts payable and accrued expenses | 631 | 1,993 |
Capitalized stock-based compensation | $ 3,721 | $ 3,111 |
Organization And Summary Of Sig
Organization And Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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; Shanghai, China; 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 and nine months ended September 30, 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 . Use of Estimates Beginning in 2017, the Company updated one of the assumptions used in the Black-Scholes option pricing model by utilizing the expected volatility based on its historical volatility as a public company. In previous years, the Company estimated this using the average volatility of the Company and similar publicly traded companies as sufficient trading history of the Company’s stock was not available. 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 May 2017, the FASB issued a new ASU which amends the scope of modification accounting for share-based payment arrangements. It provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. 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 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 modified retrospective method and will 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 | 9 Months Ended |
Sep. 30, 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 Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Net loss $ (14,855 ) $ (12,388 ) $ (52,331 ) $ (48,219 ) Weighted-average shares of common stock outstanding 57,627 55,964 57,072 55,359 Net loss per share – basic and diluted $ (0.26 ) $ (0.22 ) $ (0.92 ) $ (0.87 ) At September 30, 2017 and 2016 , 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): September 30, 2017 2016 Options to purchase common stock, restricted stock units and performance-based restricted stock units 11,112 10,920 Shares issuable pursuant to employee stock purchase plan 98 77 Convertible notes 4,682 4,682 Common stock warrants 4,682 4,682 Total shares excluded from net loss per share 20,574 20,361 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 September 30, 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 | 9 Months Ended |
Sep. 30, 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 those that meet the definition of a cash equivalent, as of September 30, 2017 (in thousands): September 30, 2017 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalent Investments Money market funds $ 39,768 $ — $ — $ 39,768 $ 39,768 $ — Certificate of deposit 10,000 — — 10,000 — 10,000 Corporate bonds 79,416 4 (62 ) 79,358 — 79,358 Agency bonds 8,008 — (8 ) 8,000 — 8,000 U.S. treasury securities 175,764 2 (150 ) 175,616 5,501 170,115 $ 312,956 $ 6 $ (220 ) $ 312,742 $ 45,269 $ 267,473 The following is a summary of investments in marketable securities, including those that 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 Cash and Cash Equivalent Investments Money market funds $ 48,136 $ — $ — $ 48,136 $ 48,136 $ — Corporate bonds 60,725 1 (50 ) 60,676 — 60,676 Agency bonds 28,954 2 (26 ) 28,930 — 28,930 U.S. treasury securities 157,829 17 (160 ) 157,686 — 157,686 Commercial paper 10,473 — — 10,473 — 10,473 $ 306,117 $ 20 $ (236 ) $ 305,901 $ 48,136 $ 257,765 As of September 30, 2017 , the Company’s investment in corporate bonds, agency bonds and U.S. treasury securities 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 September 30, 2017 and December 31, 2016 . No marketable securities held have been in a continuous unrealized loss position for more than 12 months as of September 30, 2017 and December 31, 2016 . Strategic Investments During the three months ended September 30, 2017 , the Company made $0.8 million in strategic investments. During the nine months ended September 30, 2017 , the Company made $1.3 million in strategic investments. As of September 30, 2017 , the Company had aggregate strategic investments of $2.7 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. 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 September 30, 2017 , the Company did no t recognize any impairment losses. During the nine months ended September 30, 2017 , the Company recognized $0.6 million of impairment losses. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS The Company has finite-lived intangible assets which are amortized over their estimated useful lives on a straight-line basis. The following table presents the gross carrying amount and accumulated amortization of finite-lived intangible assets as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 29,984 $ (29,257 ) $ 727 $ 29,984 $ (22,711 ) $ 7,273 Software license rights 1,654 (1,601 ) 53 1,654 (1,506 ) 148 Total $ 31,638 $ (30,858 ) $ 780 $ 31,638 $ (24,217 ) $ 7,421 Total amortization expense from finite-lived intangible assets was $2.2 million and $6.6 million for the three and nine months ended September 30, 2017 , respectively, and $2.2 million and $7.1 million for the three and nine months ended September 30, 2016 , respectively. The amortization expense recognized was related to developed technology and software license rights and was recorded in cost of revenue except for $0.2 million for the nine months ended September 30, 2016 , which 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 September 30, 2017 (in thousands): Remainder of 2017 $ 780 Total $ 780 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 September 30, 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 nine months ended September 30, 2017 and the year ended December 31, 2016 . |
Fair Value Of Financial Instrum
Fair Value Of Financial Instruments | 9 Months Ended |
Sep. 30, 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 September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 45,269 $ 39,768 $ 5,501 $ — $ 48,136 $ 48,136 $ — $ — Certificate of deposit 10,000 — 10,000 — — — — — Corporate bonds 79,358 — 79,358 — 60,676 — 60,676 — Agency bonds 8,000 — 8,000 — 28,930 — 28,930 — U.S. treasury securities 170,115 — 170,115 — 157,686 — 157,686 — Commercial paper — — — — 10,473 — 10,473 — $ 312,742 $ 39,768 $ 272,974 $ — $ 305,901 $ 48,136 $ 257,765 $ — At September 30, 2017 and December 31, 2016 , cash equivalents of $39.8 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. At September 30, 2017 , cash equivalents of $5.5 million consisted of U.S. treasury securities with original maturity dates of three months or less. As of September 30, 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 September 30, 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 September 30, 2017 was $256.3 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2017 and December 31, 2016 consists of the following (in thousands): September 30, 2017 December 31, 2016 Principal amount $ 253,000 $ 253,000 Unamortized debt discount (6,391 ) (12,550 ) Net carrying amount before unamortized debt issuance costs 246,609 240,450 Unamortized debt issuance costs (1,026 ) (2,015 ) Net carrying value $ 245,583 $ 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 and nine months ended September 30, 2017 and 2016 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Contractual interest expense at 1.5% per annum $ 949 $ 949 $ 2,847 $ 2,847 Amortization of debt issuance costs 334 318 990 942 Accretion of debt discount 2,078 1,978 6,159 5,863 Total $ 3,361 $ 3,245 $ 9,996 $ 9,652 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 | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 (308 ) 17.55 Forfeited (300 ) 34.83 Outstanding, September 30, 2017 5,433 $ 32.67 5.5 $ 58,386 Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (1) Exercisable at September 30, 2017 4,943 $ 32.01 5.4 $ 56,724 Vested and expected to vest at September 30, 2017 5,413 32.65 5.5 58,312 (1) Based on the Company’s closing stock price of $40.61 on September 30, 2017 and $42.31 on December 31, 2016. Unrecognized compensation expense relating to stock options was $7.7 million at September 30, 2017 , which is expected to be recognized over a weighted-average period of 1.1 years . Restricted Stock Units The Company granted restricted stock units covering 1.7 million shares of its common stock during the nine months ended September 30, 2017 . At September 30, 2017 , there were 3.8 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 $112.7 million at September 30, 2017 , which is expected to be recognized as expense over the weighted-average period of 2.8 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 the 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 was recognized ratably over the three year term of the award. In July 2017, based on the performance of the Company’s stock price relative to a certain independent market index, the Company determined it had not achieved the required performance level, which would result in none of the shares being issued. 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 the 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. In the first quarter of 2015, the aggregate grant date fair value of the first half of the above awards was $9.9 million . As of September 30, 2017 , the aggregate fair value of the first half of the awards was $4.8 million based on the Company’s performance in relation to the revenue guidance for fiscal year 2015. In the first quarter of 2016, the aggregate grant date fair value of the second half of the awards was $3.6 million . 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 nine months ended September 30, 2017 , the Company determined that the aggregate fair value of the awards was $9.8 million , which will be recognized over the remaining vesting period of the awards. The following table summarizes the details of the first half of the performance-based restricted stock units granted in December 2014 (in thousands, except share information): Date Activity # of shares at Target # of shares at Maximum February 2015 Accounting grant date 267,500 535,000 December 2015 Adjustment for the measurement of the Company’s performance in relation to the revenue guidance for fiscal year 2015 (133,750 ) (267,500 ) May 2016 Adjustment for shares forfeited as a result of the retirement of an executive officer of the Company (5,000 ) (10,000 ) Eligible for potential issuance at September 30, 2017 128,750 257,500 The following table summarizes the details of the second half of the performance-based restricted stock units granted in December 2014 (in thousands, except share information): Date Activity # of shares at Target # of shares at Maximum February 2016 Accounting grant date 267,500 535,000 May 2016 Adjustment for shares forfeited as a result of the retirement of an executive officer of the Company (10,000 ) (20,000 ) Eligible for potential issuance at September 30, 2017 257,500 515,000 Beginning in 2016, the Compensation Committee designed an annual equity compensation structure to further align the compensation levels of certain executives to the performance of the Company through the issuance of performance-based restricted stock units. The number of shares of the Company’s common stock issuable upon the vesting of these performance-based restricted stock unit awards is based upon combined revenue and cash flow growth targets determined at the time of the grant. The total amount of compensation expense recognized is based on the number of shares that the Company determines are probable of vesting. The estimate will be made each reporting period and determined by the Company’s actual and projected revenue and cash flow performance and recognized over the vesting term of the awards. The following table summarizes the Company’s issuances of awards under the new compensation award structure: Grant Date Performance Measures Vesting Term Performance Period # of shares at Target # of shares at Maximum Grant Date Fair Value per share July 2016 (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 Three years Fiscal years 2016, 2017 and 2018 166,600 499,800 $ 38.67 March 2017 (a) the Company meeting certain revenue and cash flow targets through December 31, 2019 and (b) the recipient continuing to provide services to the Company through the end of March 2020 Three years Fiscal years 2017, 2018 and 2019 185,270 555,810 $ 41.73 The Company recognized compensation expense related to all performance-based awards in the aggregate amount of $3.4 million and $9.9 million for the three and nine months ended September 30, 2017 , respectively. Unrecognized compensation expense related to unvested performance-based restricted stock units was $5.1 million at September 30, 2017 , based on the probable performance target at that date, which is expected to be recognized as expense over the weighted-average period of 1.3 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 and nine months ended September 30, 2017 and 2016 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Cost of revenue $ 1,216 $ 1,215 $ 3,629 $ 3,477 Sales and marketing expense 7,988 6,741 21,534 19,186 Research and development expense 2,641 2,144 7,140 5,777 General and administrative expense 5,737 4,646 18,726 12,310 Total $ 17,582 $ 14,746 $ 51,029 $ 40,750 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company’s income tax provision was approximately $0.5 million and $1.4 million with an effective income tax rate of (3.5)% and (2.8)% for the three and nine months ended September 30, 2017 , respectively. The Company’s effective tax rate differs from the statutory rate primarily due to the change in the valuation allowance on the Company’s deferred tax assets and foreign income taxes. The income tax provision is related to domestic income, certain foreign income and withholding taxes. 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, 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 2014 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 expect significant changes to its uncertain tax positions within the next twelve months. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2017 , the Company entered into various operating lease agreements with remaining obligations of approximately $0.2 million in 2017 , $0.4 million in 2018 and $0.1 million in 2019. Other Commitments During the nine months ended September 30, 2017 , the Company entered into software subscription agreements with various service providers with remaining obligations of approximately $3.1 million in 2017 , $8.4 million in 2018 , $5.0 million in 2019 and $0.8 million in 2020. Litigation During 2017, a patent infringement claim was filed against the Company. This claim has subsequently been dismissed and did not have a material adverse effect on the Company’s business, operating results, cash flows or financial condition . 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2017 and 2016 , the Company provided at no charge certain resources to the Foundation, with approximate values of $0.9 million and $0.8 million , respectively and for the nine months ended September 30, 2017 and 2016 , values of $2.6 million and $2.5 million , respectively. During May 2017, an executive officer of a cyber security company joined the Company’s board of directors. For the three and nine months ended September 30, 2017 , the Company recorded $0.2 million and $0.5 million , respectively, in expenses related to the products and services provided by the cyber security company. Additionally, for the three and nine months ended September 30, 2017 , the Company recognized revenue of $0.1 million and $0.2 million , respectively, related to the cyber security company’s subscription to our products. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS In November 2017, the Company entered into certain agreements to issue $300.0 million principal amount of 5.75% convertible notes due 2021 (the “2021 Notes”) for a purchase price equal to 98% of the principal amount, to certain entities affiliated with Silver Lake and LinkedIn. The 2021 Notes will have a maturity date of July 1, 2021 and bear interest at a rate of 5.75% per year payable semi-annually in arrears on January 1 and July 1 of each year, commencing on January 1, 2018. The 2021 Notes shall be convertible at the option of the holder into the Company’s common stock at a conversion rate of 23.8095 per $1,000 principal amount of the 2021 Notes (which represents an initial conversion price of $42.00 per share). The closing of these transactions and the issuance of the 2021 Notes in connection therewith is expected to occur by the end of calendar year 2017. In November 2017, the Company’s board of directors authorized a $100.0 million share repurchase program of its common stock. The Company may repurchase its common stock for cash in the open market in accordance with applicable securities laws. The timing and amount of any stock repurchase will depend on share price, corporate and regulatory requirements, economic and market conditions, and other factors. During October 2017, the Compensation Committee granted restricted stock units covering an aggregate of 102,850 shares of the Company’s common stock which generally vest annually over four years. |
Organization And Summary Of S18
Organization And Summary Of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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 . |
Use of Estimates | Use of Estimates Beginning in 2017, the Company updated one of the assumptions used in the Black-Scholes option pricing model by utilizing the expected volatility based on its historical volatility as a public company. In previous years, the Company estimated this using the average volatility of the Company and similar publicly traded companies as sufficient trading history of the Company’s stock was not available. |
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 May 2017, the FASB issued a new ASU which amends the scope of modification accounting for share-based payment arrangements. It provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. 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 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 modified retrospective method and will 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) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Net loss $ (14,855 ) $ (12,388 ) $ (52,331 ) $ (48,219 ) Weighted-average shares of common stock outstanding 57,627 55,964 57,072 55,359 Net loss per share – basic and diluted $ (0.26 ) $ (0.22 ) $ (0.92 ) $ (0.87 ) |
Anti-Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share | At September 30, 2017 and 2016 , 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): September 30, 2017 2016 Options to purchase common stock, restricted stock units and performance-based restricted stock units 11,112 10,920 Shares issuable pursuant to employee stock purchase plan 98 77 Convertible notes 4,682 4,682 Common stock warrants 4,682 4,682 Total shares excluded from net loss per share 20,574 20,361 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Marketable Securities | The following is a summary of investments in marketable securities, including those that meet the definition of a cash equivalent, as of September 30, 2017 (in thousands): September 30, 2017 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalent Investments Money market funds $ 39,768 $ — $ — $ 39,768 $ 39,768 $ — Certificate of deposit 10,000 — — 10,000 — 10,000 Corporate bonds 79,416 4 (62 ) 79,358 — 79,358 Agency bonds 8,008 — (8 ) 8,000 — 8,000 U.S. treasury securities 175,764 2 (150 ) 175,616 5,501 170,115 $ 312,956 $ 6 $ (220 ) $ 312,742 $ 45,269 $ 267,473 The following is a summary of investments in marketable securities, including those that 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 Cash and Cash Equivalent Investments Money market funds $ 48,136 $ — $ — $ 48,136 $ 48,136 $ — Corporate bonds 60,725 1 (50 ) 60,676 — 60,676 Agency bonds 28,954 2 (26 ) 28,930 — 28,930 U.S. treasury securities 157,829 17 (160 ) 157,686 — 157,686 Commercial paper 10,473 — — 10,473 — 10,473 $ 306,117 $ 20 $ (236 ) $ 305,901 $ 48,136 $ 257,765 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 29,984 $ (29,257 ) $ 727 $ 29,984 $ (22,711 ) $ 7,273 Software license rights 1,654 (1,601 ) 53 1,654 (1,506 ) 148 Total $ 31,638 $ (30,858 ) $ 780 $ 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 September 30, 2017 (in thousands): Remainder of 2017 $ 780 Total $ 780 |
Fair Value Of Financial Instr22
Fair Value Of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 45,269 $ 39,768 $ 5,501 $ — $ 48,136 $ 48,136 $ — $ — Certificate of deposit 10,000 — 10,000 — — — — — Corporate bonds 79,358 — 79,358 — 60,676 — 60,676 — Agency bonds 8,000 — 8,000 — 28,930 — 28,930 — U.S. treasury securities 170,115 — 170,115 — 157,686 — 157,686 — Commercial paper — — — — 10,473 — 10,473 — $ 312,742 $ 39,768 $ 272,974 $ — $ 305,901 $ 48,136 $ 257,765 $ — |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Net Carrying Amount of Debt | The net carrying amount of the liability component of the Notes as of September 30, 2017 and December 31, 2016 consists of the following (in thousands): September 30, 2017 December 31, 2016 Principal amount $ 253,000 $ 253,000 Unamortized debt discount (6,391 ) (12,550 ) Net carrying amount before unamortized debt issuance costs 246,609 240,450 Unamortized debt issuance costs (1,026 ) (2,015 ) Net carrying value $ 245,583 $ 238,435 |
Schedule of Interest Expense Recognized | The following table presents the interest expense recognized related to the Notes for the three and nine months ended September 30, 2017 and 2016 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Contractual interest expense at 1.5% per annum $ 949 $ 949 $ 2,847 $ 2,847 Amortization of debt issuance costs 334 318 990 942 Accretion of debt discount 2,078 1,978 6,159 5,863 Total $ 3,361 $ 3,245 $ 9,996 $ 9,652 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 (308 ) 17.55 Forfeited (300 ) 34.83 Outstanding, September 30, 2017 5,433 $ 32.67 5.5 $ 58,386 Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (1) Exercisable at September 30, 2017 4,943 $ 32.01 5.4 $ 56,724 Vested and expected to vest at September 30, 2017 5,413 32.65 5.5 58,312 (1) Based on the Company’s closing stock price of $40.61 on September 30, 2017 and $42.31 on December 31, 2016. |
Schedule of Performance-based Restricted Stock Units Granted | The following table summarizes the details of the first half of the performance-based restricted stock units granted in December 2014 (in thousands, except share information): Date Activity # of shares at Target # of shares at Maximum February 2015 Accounting grant date 267,500 535,000 December 2015 Adjustment for the measurement of the Company’s performance in relation to the revenue guidance for fiscal year 2015 (133,750 ) (267,500 ) May 2016 Adjustment for shares forfeited as a result of the retirement of an executive officer of the Company (5,000 ) (10,000 ) Eligible for potential issuance at September 30, 2017 128,750 257,500 The following table summarizes the details of the second half of the performance-based restricted stock units granted in December 2014 (in thousands, except share information): Date Activity # of shares at Target # of shares at Maximum February 2016 Accounting grant date 267,500 535,000 May 2016 Adjustment for shares forfeited as a result of the retirement of an executive officer of the Company (10,000 ) (20,000 ) Eligible for potential issuance at September 30, 2017 257,500 515,000 |
Schedule of Issuances of Awards Under New Compensation Award Structure | The following table summarizes the Company’s issuances of awards under the new compensation award structure: Grant Date Performance Measures Vesting Term Performance Period # of shares at Target # of shares at Maximum Grant Date Fair Value per share July 2016 (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 Three years Fiscal years 2016, 2017 and 2018 166,600 499,800 $ 38.67 March 2017 (a) the Company meeting certain revenue and cash flow targets through December 31, 2019 and (b) the recipient continuing to provide services to the Company through the end of March 2020 Three years Fiscal years 2017, 2018 and 2019 185,270 555,810 $ 41.73 |
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 and nine months ended September 30, 2017 and 2016 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Cost of revenue $ 1,216 $ 1,215 $ 3,629 $ 3,477 Sales and marketing expense 7,988 6,741 21,534 19,186 Research and development expense 2,641 2,144 7,140 5,777 General and administrative expense 5,737 4,646 18,726 12,310 Total $ 17,582 $ 14,746 $ 51,029 $ 40,750 |
Organization And Summary Of S25
Organization And Summary Of Significant Accounting Policies (Detail) $ in Millions | 9 Months Ended | |
Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (14,855) | $ (12,388) | $ (52,331) | $ (48,219) |
Weighted-average shares of common stock outstanding (in shares) | 57,627 | 55,964 | 57,072 | 55,359 |
Net loss per share, basic and diluted (USD per share) | $ (0.26) | $ (0.22) | $ (0.92) | $ (0.87) |
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 | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 20,574 | 20,361 |
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) | 11,112 | 10,920 |
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) | 98 | 77 |
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 | 9 Months Ended | |
Sep. 30, 2017USD ($)security | Dec. 31, 2016USD ($)security | |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | $ 312,956 | $ 306,117 |
Unrealized Gains | 6 | 20 |
Unrealized Losses | (220) | (236) |
Fair Value | $ 312,742 | $ 305,901 |
Weighted average term of maturity | 7 months | |
Investments in unrealized loss for more than 12 months | security | 0 | 0 |
Cash and Cash Equivalent | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | $ 45,269 | $ 48,136 |
Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 267,473 | 257,765 |
Money market funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 39,768 | 48,136 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 39,768 | 48,136 |
Money market funds | Cash and Cash Equivalent | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 39,768 | 48,136 |
Money market funds | Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 0 | 0 |
Certificate of deposit | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 10,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 10,000 | |
Certificate of deposit | Cash and Cash Equivalent | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 0 | |
Certificate of deposit | Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 10,000 | |
Corporate bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 79,416 | 60,725 |
Unrealized Gains | 4 | 1 |
Unrealized Losses | (62) | (50) |
Fair Value | 79,358 | 60,676 |
Corporate bonds | Cash and Cash Equivalent | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 0 | 0 |
Corporate bonds | Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 79,358 | 60,676 |
Agency bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 8,008 | 28,954 |
Unrealized Gains | 0 | 2 |
Unrealized Losses | (8) | (26) |
Fair Value | 8,000 | 28,930 |
Agency bonds | Cash and Cash Equivalent | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 0 | 0 |
Agency bonds | Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 8,000 | 28,930 |
U.S. treasury securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 175,764 | 157,829 |
Unrealized Gains | 2 | 17 |
Unrealized Losses | (150) | (160) |
Fair Value | 175,616 | 157,686 |
U.S. treasury securities | Cash and Cash Equivalent | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 5,501 | 0 |
U.S. treasury securities | Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | $ 170,115 | 157,686 |
Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 10,473 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 10,473 | |
Commercial paper | Cash and Cash Equivalent | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 0 | |
Commercial paper | Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | $ 10,473 |
Investments - Strategic Investm
Investments - Strategic Investments (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | |
Investments, Debt and Equity Securities [Abstract] | ||
Payments to acquire strategic investment | $ 800,000 | $ 1,300,000 |
Investments in privately-held companies | 2,700,000 | 2,700,000 |
Impairment of investments | $ 0 | $ 600,000 |
Intangible Assets - Gross Carry
Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Finite-lived Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 31,638 | $ 31,638 |
Accumulated Amortization | (30,858) | (24,217) |
Net Carrying Amount | 780 | 7,421 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 29,984 | 29,984 |
Accumulated Amortization | (29,257) | (22,711) |
Net Carrying Amount | 727 | 7,273 |
Software license rights | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,654 | 1,654 |
Accumulated Amortization | (1,601) | (1,506) |
Net Carrying Amount | $ 53 | $ 148 |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization Expense for Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 2,200 | $ 2,200 | $ 6,600 | $ 7,100 | |
Amortization of certain acquired intangible assets | 0 | $ 0 | 0 | $ 150 | |
Remainder of 2017 | 780 | 780 | |||
Net Carrying Amount | $ 780 | $ 780 | $ 7,421 |
Intangible Assets - Changes in
Intangible Assets - Changes in Carrying Amount of Identifiable Intangible Assets (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 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 | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | $ 312,742 | $ 305,901 |
Fair value measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 45,269 | 48,136 |
Assets measured at fair value on a recurring basis | 312,742 | 305,901 |
Fair value measurements, recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 39,768 | 48,136 |
Assets measured at fair value on a recurring basis | 39,768 | 48,136 |
Fair value measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 5,501 | 0 |
Assets measured at fair value on a recurring basis | 272,974 | 257,765 |
Fair value measurements, recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Assets measured at fair value on a recurring basis | 0 | 0 |
Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 10,000 | |
Certificate of deposit | Fair value measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 10,000 | 0 |
Certificate of deposit | Fair value measurements, recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Certificate of deposit | Fair value measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 10,000 | 0 |
Certificate of deposit | Fair value measurements, recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 79,358 | 60,676 |
Corporate bonds | Fair value measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 79,358 | 60,676 |
Corporate bonds | Fair value measurements, recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring 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 and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 79,358 | 60,676 |
Corporate bonds | Fair value measurements, recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 8,000 | 28,930 |
Agency bonds | Fair value measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 8,000 | 28,930 |
Agency bonds | Fair value measurements, recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring 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 and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 8,000 | 28,930 |
Agency bonds | Fair value measurements, recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 175,616 | 157,686 |
U.S. treasury securities | Fair value measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 170,115 | 157,686 |
U.S. treasury securities | Fair value measurements, recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
U.S. treasury securities | Fair value measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 170,115 | 157,686 |
U.S. treasury securities | Fair value measurements, recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Commercial paper | Fair value measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 10,473 |
Commercial paper | Fair value measurements, recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring 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 and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 10,473 |
Commercial paper | Fair value measurements, recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | $ 0 | $ 0 |
Fair Value Of Financial Instr34
Fair Value Of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market fund value | $ 39,800 | $ 48,100 |
Fair value of convertible debt | 256,300 | |
Fair value measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 45,269 | 48,136 |
Fair value measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 5,501 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Jun. 17, 2013USD ($)dtrading_day$ / sharesshares | Sep. 30, 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 | $ 246,609,000 | $ 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 | $ 1,026,000 | $ 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 | trading_day | 30 | ||
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 | d | 5 | ||
Convertible debt, conversion trigger, consecutive trading days | trading_day | 5 | ||
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 | Sep. 30, 2017 | Dec. 31, 2016 | Jun. 17, 2013 |
Debt Instrument [Line Items] | |||
Net carrying amount | $ 0 | $ 238,435 | |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Principal amount | 253,000 | 253,000 | |
Unamortized debt discount | (6,391) | (12,550) | |
Net carrying amount before unamortized debt issuance costs | 246,609 | 240,450 | $ 214,300 |
Unamortized debt issuance costs | (1,026) | (2,015) | $ (7,300) |
Net carrying amount | $ 245,583 | $ 238,435 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense Recognized (Details) - Convertible Debt - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 17, 2013 | |
Schedule of Debt Cost and Interest Expense Recognized [Line Items] | |||||
Debt interest rate | 1.50% | 1.50% | 1.50% | ||
Contractual interest expense at 1.5% per annum | $ 949 | $ 949 | $ 2,847 | $ 2,847 | |
Amortization of debt issuance costs | 334 | 318 | 990 | 942 | |
Accretion of debt discount | 2,078 | 1,978 | 6,159 | 5,863 | |
Total | $ 3,361 | $ 3,245 | $ 9,996 | $ 9,652 |
Stock-Based Awards - Stock Opti
Stock-Based Awards - Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Shares | ||
Beginning balance (in shares) | 6,041 | |
Options, Granted (in shares) | 0 | |
Options, Exercised (in shares) | (308) | |
Options, Forfeited (in shares) | (300) | |
Ending balance (in shares) | 5,433 | 6,041 |
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) | 17.55 | |
Weighted average exercise price, forfeited (USD per share) | 34.83 | |
Weighted-average exercise price, outstanding at end of period (USD per share) | $ 32.67 | $ 32.01 |
Additional Disclosures | ||
Weighted-average remaining contractual term, outstanding | 5 years 6 months 18 days | 6 years 2 months 12 days |
Aggregate intrinsic value, outstanding | $ 58,386 | $ 74,989 |
Exercisable at end of period (in shares) | 4,943 | |
Weighted average exercise price, exercisable at end of period (USD per share) | $ 32.01 | |
Weighted-average remaining contractual term, exercisable | 5 years 4 months 17 days | |
Aggregate intrinsic value, exercisable at end of period | $ 56,724 | |
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) | 5,413 | |
Weighted average exercise price, vested and expected to vest at end of period (USD per share) | $ 32.65 | |
Weighted-average remaining contractual term, vested and expected to vest | 5 years 6 months 18 days | |
Aggregate intrinsic value, vested and expected to vest at end of period | $ 58,312 | |
Closing stock price (USD per share) | $ 40.61 | $ 42.31 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2017 | Jul. 31, 2016 | Feb. 29, 2016 | Feb. 28, 2015 | Jul. 31, 2014 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||
Unrecognized compensation expense relating to stock options | $ 7,700 | $ 7,700 | |||||||
Share based compensation expense | $ 17,582 | $ 14,746 | $ 51,029 | $ 40,750 | |||||
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 1 month 10 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 10 months 6 days | ||||||||
Restricted stock units granted (in shares) | 1,666,335 | ||||||||
Share of non-vested restricted stock units were outstanding (in shares) | 3,844,857 | 3,844,857 | |||||||
Unrecognized compensation expense related to non-vested restricted stock units | $ 112,700 | $ 112,700 | |||||||
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) | 535,000 | 40,600 | |||||||
Value of restricted stock units granted | $ 1,800 | ||||||||
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) | 1,070,000 | 60,900 | |||||||
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 4 months 2 days | ||||||||
Share-based payment award, award vesting period | 3 years | 3 years | |||||||
Share based compensation expense | 3,400 | $ 9,900 | |||||||
Unrecognized compensation expense related to nonvested performance based options and restricted stock units | $ 5,100 | 5,100 | |||||||
Performance Shares | Maximum | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||
Restricted stock units granted (in shares) | 555,810 | 499,800 | |||||||
Tranche One | Performance Based Restricted Stock Units | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||
Value of restricted stock units granted | $ 9,900 | $ 4,800 | |||||||
Tranche One | Performance Based Restricted Stock Units | Maximum | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||
Restricted stock units granted (in shares) | 535,000 | ||||||||
Share of non-vested restricted stock units were outstanding (in shares) | 257,500 | 257,500 | |||||||
Tranche Two | Performance Based Restricted Stock Units | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||
Value of restricted stock units granted | $ 3,600 | $ 9,800 | |||||||
Tranche Two | Performance Based Restricted Stock Units | Maximum | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||
Restricted stock units granted (in shares) | 535,000 | ||||||||
Share of non-vested restricted stock units were outstanding (in shares) | 515,000 | 515,000 |
Stock-Based Awards - Performanc
Stock-Based Awards - Performance-Based Restricted Stock Units Granted (Details) - Performance Based Restricted Stock Units - shares | 1 Months Ended | ||||
May 31, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | Feb. 28, 2015 | Sep. 30, 2017 | |
Minimum | Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Accounting grant date (in shares) | 267,500 | ||||
Adjustment for the measurement of the Company’s performance in relation to the revenue guidance (in shares) | (133,750) | ||||
Adjustment for shares forfeited as a result of the retirement of an executive officer of the Company (in shares) | (5,000) | ||||
Eligible for potential issuance at end of period (in shares) | 128,750 | ||||
Minimum | Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Accounting grant date (in shares) | 267,500 | ||||
Adjustment for shares forfeited as a result of the retirement of an executive officer of the Company (in shares) | (10,000) | ||||
Eligible for potential issuance at end of period (in shares) | 257,500 | ||||
Maximum | Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Accounting grant date (in shares) | 535,000 | ||||
Adjustment for the measurement of the Company’s performance in relation to the revenue guidance (in shares) | (267,500) | ||||
Adjustment for shares forfeited as a result of the retirement of an executive officer of the Company (in shares) | (10,000) | ||||
Eligible for potential issuance at end of period (in shares) | 257,500 | ||||
Maximum | Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Accounting grant date (in shares) | 535,000 | ||||
Adjustment for shares forfeited as a result of the retirement of an executive officer of the Company (in shares) | (20,000) | ||||
Eligible for potential issuance at end of period (in shares) | 515,000 |
Stock-Based Awards - Issuance o
Stock-Based Awards - Issuance of Awards Under New Compensation Award Structure (Details) - Performance Shares - $ / shares | 1 Months Ended | |
Mar. 31, 2017 | Jul. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting term | 3 years | 3 years |
Grant date fair value (USD per share) | $ 41.73 | $ 38.67 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Accounting grant date (in shares) | 185,270 | 166,600 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Accounting grant date (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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Share based compensation expense | $ 17,582 | $ 14,746 | $ 51,029 | $ 40,750 |
Cost of revenue | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Share based compensation expense | 1,216 | 1,215 | 3,629 | 3,477 |
Sales and marketing expense | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Share based compensation expense | 7,988 | 6,741 | 21,534 | 19,186 |
Research and development expense | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Share based compensation expense | 2,641 | 2,144 | 7,140 | 5,777 |
General and administrative expense | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Share based compensation expense | $ 5,737 | $ 4,646 | $ 18,726 | $ 12,310 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense | $ 503 | $ 218 | $ 1,438 | $ 894 |
Effective income tax rate | (3.50%) | (2.80%) |
Commitments And Contingencies (
Commitments And Contingencies (Detail) $ in Millions | Sep. 30, 2017USD ($) |
Long-term Purchase Commitment [Line Items] | |
Other commitments, remainder of fiscal year | $ 3.1 |
Other commitments, due year in second year | 8.4 |
Other commitments, due year in third year | 5 |
Other commitments, due year in fourth year | 0.8 |
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 | 0.4 |
Lease payments due within three years | $ 0.1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Related Party Transactions [Abstract] | ||||
Services provided to related party at no charge | $ 0.9 | $ 0.8 | $ 2.6 | $ 2.5 |
Director | ||||
Related Party Transaction [Line Items] | ||||
Expenses for products and services from related party | 0.2 | 0.5 | ||
Revenue recognized from related party | $ 0.1 | $ 0.2 |
Subsequent Events (Details)
Subsequent Events (Details) | Nov. 08, 2017USD ($)$ / shares | Jun. 17, 2013USD ($)$ / shares | Oct. 31, 2017shares | Sep. 30, 2017shares |
Restricted Stock Units (RSUs) | ||||
Subsequent Event [Line Items] | ||||
Restricted stock units granted (in shares) | shares | 1,666,335 | |||
Convertible notes | ||||
Subsequent Event [Line Items] | ||||
Debt gross proceeds | $ 253,000,000 | |||
Annual interest rate, payable semi-annually | 1.50% | 1.50% | ||
Initial conversion rate | 18.5046 | |||
Conversion price (USD per share) | $ / shares | $ 54.04 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Authorized share repurchase program amount | $ 100,000,000 | |||
Subsequent Event | Restricted Stock Units (RSUs) | ||||
Subsequent Event [Line Items] | ||||
Restricted stock units granted (in shares) | shares | 102,850 | |||
Share-based payment award, award vesting period | 4 years | |||
Subsequent Event | Convertible Senior Notes At 5.75%, Maturing 2021 | Convertible notes | ||||
Subsequent Event [Line Items] | ||||
Debt gross proceeds | $ 300,000,000 | |||
Annual interest rate, payable semi-annually | 5.75% | |||
Percent of principal | 98.00% | |||
Initial conversion rate | 23.8095 | |||
Conversion price (USD per share) | $ / shares | $ 42 |