Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 04, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CSOD | |
Entity Registrant Name | CORNERSTONE ONDEMAND INC | |
Entity Central Index Key | 1,401,680 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 57,693,211 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Assets | |||
Cash and cash equivalents | [1] | $ 413,345 | $ 393,576 |
Short-term investments | 204,174 | 169,551 | |
Accounts receivable, net | 113,956 | 154,428 | |
Deferred commissions, current portion | 22,830 | 42,806 | |
Prepaid expenses and other current assets | 30,885 | 21,754 | |
Total current assets | 785,190 | 782,115 | |
Capitalized software development costs, net | 39,387 | 37,431 | |
Property and equipment, net | 24,582 | 20,817 | |
Deferred commissions, net of current portion | 34,155 | 0 | |
Long-term investments | 21,712 | 96,949 | |
Goodwill | 25,894 | 25,894 | |
Other assets, net | 3,813 | 3,984 | |
Total Assets | 934,733 | 967,190 | |
Liabilities: | |||
Accounts payable | 10,095 | 17,637 | |
Accrued expenses | 48,256 | 57,528 | |
Deferred revenue, current portion | 287,875 | 311,997 | |
Convertible notes, net | 250,497 | 248,025 | |
Other liabilities | 5,570 | 9,051 | |
Total current liabilities | 602,293 | 644,238 | |
Convertible notes, net | 286,256 | 285,168 | |
Other liabilities, non-current | 1,408 | 1,498 | |
Deferred revenue, net of current portion | 12,415 | 14,166 | |
Total liabilities | 902,372 | 945,070 | |
Commitments and contingencies (Note 10) | |||
Stockholders’ Equity: | |||
Common stock, $0.0001 par value; 1,000,000 shares authorized, 57,525 and 57,512 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 6 | 6 | |
Additional paid-in capital | 546,808 | 536,951 | |
Accumulated deficit | (512,335) | (515,054) | |
Accumulated other comprehensive (loss) income | (2,118) | 217 | |
Total stockholders’ equity | 32,361 | 22,120 | |
Total Liabilities and Stockholders’ Equity | $ 934,733 | $ 967,190 | |
[1] | See Note 1 for additional information. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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) | 57,525,000 | 57,512,000 |
Common stock, shares outstanding (in shares) | 57,525,000 | 57,512,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Income Statement [Abstract] | |||
Revenue | $ 133,113 | $ 111,582 | |
Cost of revenue | 37,020 | 33,949 | |
Gross profit | 96,093 | 77,633 | |
Operating expenses: | |||
Sales and marketing | 59,245 | 56,894 | |
Research and development | 15,984 | 13,411 | |
General and administrative | 21,985 | 20,476 | |
Restructuring | 7,725 | 0 | |
Total operating expenses | 104,939 | 90,781 | |
Loss from operations | (8,846) | (13,148) | |
Other income (expense): | |||
Interest income | 1,819 | 613 | |
Interest expense | (8,700) | (3,302) | |
Other, net | 44 | 197 | |
Other income (expense), net | (6,837) | (2,492) | |
Loss before income tax provision | (15,683) | (15,640) | |
Income tax provision | (533) | (571) | |
Net loss | $ (16,216) | [1] | $ (16,211) |
Net loss per share, basic and diluted (USD per share) | $ (0.28) | $ (0.29) | |
Weighted average common shares outstanding, basic and diluted (in shares) | 57,425 | 56,642 | |
[1] | See Note 1 for additional information. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (16,216) | [1] | $ (16,211) |
Other comprehensive loss, net of tax: | |||
Foreign currency translation adjustment | (2,111) | (174) | |
Net change in unrealized losses on investments | (225) | (87) | |
Other comprehensive loss, net of tax | (2,336) | (261) | |
Total comprehensive loss | $ (18,552) | $ (16,472) | |
[1] | See Note 1 for additional information. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | [1] | Mar. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (16,216) | $ (16,211) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 7,831 | 9,328 | |
Accretion of debt discount and amortization of debt issuance costs | 3,426 | 2,353 | |
Purchased investment premium, net of amortization | (81) | 155 | |
Net foreign currency gain | (356) | (530) | |
Stock-based compensation expense | 19,479 | 15,849 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 41,888 | 38,257 | |
Deferred commissions | (528) | 1,718 | |
Prepaid expenses and other assets | (8,841) | (7,433) | |
Accounts payable | (7,605) | (14,485) | |
Accrued expenses | (15,059) | (13,776) | |
Deferred revenue | (23,751) | (22,637) | |
Other liabilities | (4,767) | 177 | |
Net cash used in operating activities | (4,580) | (7,235) | |
Cash flows from investing activities: | |||
Purchases of investments | 0 | (77,281) | |
Maturities of investments | 40,677 | 65,487 | |
Capital expenditures | (2,559) | (2,698) | |
Capitalized software costs | (6,039) | (5,756) | |
Net cash provided by (used in) investing activities | 32,079 | (20,248) | |
Cash flows from financing activities: | |||
Payments of debt issuance costs | (152) | 0 | |
Proceeds from employee stock plans | 6,765 | 3,473 | |
Repurchases of common stock | (14,700) | 0 | |
Net cash (used in) provided by financing activities | (8,087) | 3,473 | |
Effect of exchange rate changes on cash and cash equivalents | 357 | 570 | |
Net increase (decrease) in cash and cash equivalents | 19,769 | (23,440) | |
Cash and cash equivalents at beginning of period | 393,576 | 83,300 | |
Cash and cash equivalents at end of period | 413,345 | 59,860 | |
Supplemental cash flow information: | |||
Cash paid for interest | 3,000 | 1,898 | |
Cash paid for income taxes | 452 | 648 | |
Proceeds from employee stock plans received in advance of stock issuance | 1,616 | 1,393 | |
Non-cash investing and financing activities: | |||
Capitalized assets financed by accounts payable and accrued expenses | 5,201 | 623 | |
Capitalized stock-based compensation | 1,253 | 1,135 | |
Unsettled share repurchase in other liabilities | $ 1,325 | $ 0 | |
[1] | See Note 1 for additional information. |
Organization And Summary Of Sig
Organization And Summary Of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
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; Paris, France; São Paulo, Brazil; Stockholm, Sweden; Sunnyvale, United States; Sydney, Australia; Tel Aviv, Israel; and Tokyo, Japan. Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in accordance with (i) accounting standards generally accepted in the United States of America (“GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, such financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the financial statements include all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim periods presented. Results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 , for any other interim period or for any other future year. The condensed consolidated balance sheet at December 31, 2017 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, 2017 . 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, 2017 . Effective January 1, 2018, the Company adopted the requirements of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers , as discussed further in Note 1. All amounts and disclosures set forth in this Quarterly Report on Form 10-Q have been updated to comply with this new standard with results for reporting periods beginning after January 1, 2018 presented under ASU No. 2014-09, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”) . Topic 606 supersedes the revenue recognition requirement in Accounting Standards Codification (“ASC”) Topic 605 , Revenue Recognition (“Topic 605”) , and requires the recognition of 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. Topic 606 also includes Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers , which requires the deferral of incremental costs of obtaining a contract with a customer. The Company adopted the requirements of Topic 606 utilizing the modified retrospective method of transition to contracts as of January 1, 2018. The accumulated deficit balance was reduced, thus stockholders' equity was increased by $18.9 million as of January 1, 2018 due to the cumulative impact of adopting Topic 606. The impact was primarily related to: • $15.5 million increase in deferred commissions. Such costs are considered to be costs to acquire a contract under Topic 606, and primarily relate to the execution of software subscription contracts. In addition, upon adoption, these incremental commission costs to obtain a contract are now amortized over a period of benefit, which is generally six years. • $2.7 million of additional liability offsets the impact to retained earnings from the increase of the deferred commission above. The liability is to accrue commission costs earned but not yet paid. • $6.1 million reduction in deferred revenue related to additional contract value being allocated to professional services delivered prior to adoption. Previously such amounts were not recognized based on contractual payment limitations. Upon adoption, revenue for professional services is based on the relative standalone selling price without any such limitation. The adoption had no impact to net cash provided by or used in operating. investing or financing activities in the Company’s Condensed Consolidated Statements of Cash Flows. 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. The Company implemented this requirement as of the beginning of the first quarter of 2018. The adoption did not 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. The Company implemented this requirement as of the beginning of the first quarter of 2018. The adoption did not have a material impact 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. The Company implemented this requirement as of the beginning of the first quarter of 2018. The adoption did not have a material impact on its financial statements. Summary of Significant Accounting Policies Except for changes to the Company's revenue recognition policy and the accounting for commission payments, there have been no changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 27, 2018. See below for additional accounting policy and transition disclosures. Revenue Recognition Effective January 1, 2018, the Company adopted the guidance under Topic 606. The Company derives its revenue from the following sources: Subscriptions to the Company’s products and other offerings on a recurring basis Clients pay subscription fees for access to the Company’s enterprise human capital management platform, other products and support on a recurring basis. Fees are based on a number of factors, including the number of products purchased, which may include e-learning content, and the number of users having access to a product. The Company generally recognizes revenue from subscriptions ratably over the term of the agreements beginning on the date the subscription service is made available to the client. Subscription agreements are typically three years, billed annually in advance, and non-cancelable. Professional services and other The Company offers its clients and implementation partners assistance in implementing its products and optimizing their use. Professional services include application configuration, system integration, business process re-engineering, change management and training services. Services are generally billed up-front on a fixed fee basis and to a lesser degree on a time-and-material basis. These services are generally purchased as part of a subscription arrangement and are typically performed within the first several months of the arrangement. Clients may also purchase professional services at any other time. The Company generally recognizes revenue from fixed fee professional services contracts as services are performed based on the proportion performed to date relative to the total expected services to be performed. Revenue associated with time-and-material contracts are recorded as such time-and-materials are incurred. The Company recognizes revenue from contracts with customers based on the following five steps: 1) Identification of the contract, or contracts, with a customer 2) Identification of all performance obligations in the contract 3) Determination of the transaction price 4) Allocation of the transaction price to the performance obligations in the contract 5) Recognition of revenue as we satisfy a performance obligation The Company identifies enforceable contracts with a customer when the agreement is signed. The Company accounts for individual performance obligations separately if they are distinct. The transaction price is generally based on fixed fees stated in the contract. The Company excludes from the transaction price any amounts relating to taxes from product sales which are collected from customers and remitted to governmental authorities. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. The Company is not able to directly observe a standalone selling price for its performance obligations, as the performance obligations are sold separately and within a sufficiently narrow price range only infrequently, and because management has determined that there are no third-party offerings reasonably comparable to the Company’s products. Accordingly, total contract values are allocated to subscriptions to the products and professional services based on management’s best estimate of the selling price (“BESP”). The determination of BESP requires the Company to make significant estimates and judgments. The Company considers numerous factors, including the nature and complexity of the performance obligations themselves; the geography, market conditions and competitive landscape for the sale; internal costs; and pricing and discounting practices. The Company updates its estimates of BESP on an ongoing basis through internal periodic reviews and as events or circumstances may require. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. The Company satisfies performance obligations over time. In a limited number of cases, the client’s intended use of a product requires contractually specified enhancements to its underlying features and functionality. In some of these cases, revenue is recognized as a combined single performance obligation on a straight-line basis from the point at which access to the enhanced product(s) have been provided, through the remaining term of the agreement. In other cases where the enhancement is not contractually specified by the customer for its initial use and revenue is recognized separately for the enhancement and the product as a second distinct performance obligation. In such cases where a second performance obligation exists, the enhancement revenue is recognized based on a BESP allocation on a straight-line basis once access to the enhancement has been provided, through the remaining term of the agreement. For arrangements in which the Company resells third-party e-learning training content to clients, revenue is recognized in accordance with accounting guidance as to when to report gross revenue as a principal or report net revenue as an agent. The Company typically recognizes third-party content revenue at the gross amount invoiced to clients as (i) the Company is primarily responsible for hosting the content on our platform for the term of the agreement, (ii) the Company controls the content before access is provided to the customer, and (iii) the Company typically has discretion to establish the price charged. Deferred Revenue The Company records amounts that have been invoiced to its clients in accounts receivable and in either deferred revenue or revenue depending on whether the revenue recognition criteria described above have been met. Deferred revenue that will be recognized during the succeeding twelve-month period from the respective balance sheet date is recorded as current deferred revenue and the remaining portion is recorded as noncurrent. The decrease in the deferred revenue balance for the three months ended March 31, 2018 is primarily driven by $119.4 million of revenues recognized that were included in the deferred revenue balances as of January 1, 2018 offset by invoices billed in advance of satisfying performance obligations in accordance with contract payment terms. Transaction Price Allocated to Remaining Performance Obligations As of March 31, 2018, approximately $790.0 million of revenue is expected to be recognized from remaining performance obligations. This is substantially comprised of subscription revenue, with less than 10% attributed to professional services and other revenue. The Company expects to recognize revenue on approximately two thirds of these remaining performance obligations over the next 18 months , with the balance recognized thereafter. The estimated revenues from the remaining performance obligations do not include uncommitted contract amounts such as (i) amounts which are cancelable by the client without any significant penalty, (ii) future billings for time and material contracts, and (iii) amounts associated with optional renewal periods. Commission Payments The Company defers commissions paid to its sales force and related payroll taxes as these amounts are incremental costs of obtaining a contract with a customer and are recoverable from future revenue due to the non-cancelable client agreements that gave rise to the commissions. Commissions for initial contracts are deferred on the balance sheet and amortized on a straight-line basis over a period of benefit that has been determined to be six years. The Company took into consideration technology and other factors in estimating the benefit period. Sales commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contract renewal period. Amortization expense is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations. Impact of New Standard on Financial Statement Line Items The following tables summarize the effect of the adoption of Topic 606 on the Company’s select line items, included in the unaudited consolidated condensed financial statements as of and for the quarter ended March 31, 2018, as if the previous accounting was in effect (in thousands). March 31, 2018 Condensed Consolidated Balance Sheet As Reported Impacts of Adoption Without Adoption Assets Deferred commissions, current portion $ 22,830 $ 18,207 $ 41,037 Deferred commissions, non-current 34,155 (34,155 ) — Liabilities Accrued expenses 48,256 (2,625 ) 45,631 Deferred revenue, current portion 287,875 6,501 294,376 Stockholders’ Equity Accumulated deficit (512,335 ) (19,824 ) (532,159 ) March 31, 2018 Condensed Consolidated Statement of Operations As Reported Impacts of Adoption Without Adoption Revenue $ 133,113 $ (441 ) $ 132,672 Operating expenses: Sales and marketing 59,245 300 59,545 Net loss (16,216 ) (741 ) (16,957 ) Net loss per share, basic and diluted (0.28 ) (0.30 ) Weighted average common shares outstanding, basic and diluted 57,425 57,425 The adoption of Topic 606 had no impact to net cash from or used in operating, investing or financing activities in the Company’s unaudited condensed statement of cash flows from for the quarter ended March 31, 2018. Recent Accounting Pronouncements 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. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NET LOSS PER SHARE The following table presents the Company’s basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended March 31, 2018 2017 Net loss $ (16,216 ) $ (16,211 ) Weighted-average shares of common stock outstanding 57,425 56,642 Net loss per share – basic and diluted $ (0.28 ) $ (0.29 ) At March 31, 2018 and 2017 , 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): March 31, 2018 2017 Options to purchase common stock, restricted stock units and performance-based restricted stock units 11,629 11,324 Shares issuable pursuant to employee stock purchase plan 114 89 Convertible notes 11,825 4,682 Common stock warrants 4,682 4,682 Total shares excluded from net loss per share 28,250 20,777 Under the treasury stock method, the convertible notes and common stock warrants will have a dilutive impact on net earnings per share when the average stock price for the period exceeds the respective conversion prices and the Company has net income. The Company also entered into note hedge transactions (“Note Hedges”) in connection with the convertible notes with respect to its common stock to minimize the impact of potential economic dilution upon conversion of the convertible notes. The Note Hedges were outstanding as of March 31, 2018 . 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 5 of the Notes to Condensed Consolidated Financial Statements . |
Investments
Investments | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 (in thousands): March 31, 2018 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash Equivalent Investments Money market funds $ 372,445 $ — $ — $ 372,445 $ 372,445 $ — Certificate of deposit 10,000 — — 10,000 10,000 — Corporate bonds 65,298 — (350 ) 64,948 — 64,948 U.S. treasury securities 158,491 — (525 ) 157,966 — 157,966 $ 606,234 $ — $ (875 ) $ 605,359 $ 382,445 $ 222,914 The following is a summary of investments in marketable securities, including those that meet the definition of a cash equivalent, as of December 31, 2017 (in thousands): December 31, 2017 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash Equivalent Investments Money market funds $ 358,859 $ — $ — $ 358,859 $ 358,859 $ — Certificate of deposit 10,000 — — 10,000 10,000 — Corporate bonds 74,868 — (220 ) 74,648 — 74,648 U.S. treasury securities 189,310 — (430 ) 188,880 — 188,880 $ 633,037 $ — $ (650 ) $ 632,387 $ 368,859 $ 263,528 As of March 31, 2018 , 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 March 31, 2018 and December 31, 2017 . No marketable securities held have been in a continuous unrealized loss position for more than 12 months as of March 31, 2018 and December 31, 2017 . Strategic Investments As of March 31, 2018 , the Company had aggregate strategic investments of $3.0 million . The Company accounted for each of these investments using the cost method of accounting, as the Company does not have significant influence or a controlling financial interest over these entities. These investments are subject to periodic impairment reviews and are considered to be impaired when a decline in fair value is judged to be other-than-temporary. During the three months ended March 31, 2018 , the Company did no t recognize any impairment losses. During the three months ended March 31, 2017 , the Company recognized $0.6 million of impairment losses. |
Fair Value Of Financial Instrum
Fair Value Of Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs are based on market data obtained from independent sources. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last one is considered unobservable: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – Unobservable inputs. Assets and liabilities measured at fair value on a recurring basis included the following as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 382,445 $ 372,445 $ 10,000 $ — $ 368,859 $ 358,859 $ 10,000 $ — Corporate bonds 64,948 — 64,948 — 74,648 — 74,648 — U.S. treasury securities 157,966 — 157,966 — 188,880 — 188,880 — $ 605,359 $ 372,445 $ 232,914 $ — $ 632,387 $ 358,859 $ 273,528 $ — At March 31, 2018 and December 31, 2017 , cash equivalents of $372.4 million and $358.9 million , respectively, consisted of money market funds with original maturity dates of three months or less backed by U.S. Treasury bills. At March 31, 2018 and December 31, 2017 , cash equivalents of $10.0 million and $10.0 million , respectively, consisted of certificate of deposits with original maturity dates of three months or less. As of March 31, 2018 , corporate bonds, agency bonds, U.S. treasury securities and commercial paper were classified within Level 2 of the fair value hierarchy. The bonds were valued using information obtained from pricing services, which obtained quoted market prices from a variety of industry data providers, security master files from large financial institutions, and other third-party sources. The Company performed supplemental analysis to validate information obtained from its pricing services. As of March 31, 2018 , no adjustments were made to such pricing information. Convertible Notes The Company’s convertible notes, including the 2018 Notes and the 2021 Notes described below, are shown in the accompanying Condensed Consolidated Balance Sheets at their original issuance value, net of unamortized discount and debt issuance costs, and are not remeasured to fair value each period. The approximate fair value of the Company’s convertible notes as of March 31, 2018 was $552.9 million . The fair value of the 2018 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. The fair value of the 2021 Notes was estimated on the basis of quoted market prices, which, due to the lack of trading activity, are considered Level 2 in the fair value hierarchy. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | DEBT 2018 Convertible Notes In 2013, the Company issued convertible notes (the “2018 Notes”) raising gross proceeds of $253.0 million . The 2018 Notes are governed by an Indenture, dated June 17, 2013, between the Company and U.S. Bank National Association, as trustee (the “2013 Indenture”). The 2018 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 2018 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 2018 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 2018 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 2018 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 2013 Indenture. Holders of the 2018 Notes may convert their 2018 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. As of the date of this filing, there have not been any elected conversions. The holders of the 2018 Notes may require the Company to repurchase all or a portion of their 2018 Notes at a cash repurchase price equal to 100% of the principal amount of the 2018 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 2013 Indenture. In accounting for the 2018 Notes at issuance, the Company separated the 2018 Notes into debt and equity components pursuant to the accounting standards for convertible debt instruments that may be fully or partially settled in cash upon conversion. The fair value of the debt component was estimated using an interest rate for nonconvertible debt, with terms similar to the 2018 Notes, excluding the conversion feature. The excess of the principal amount of the 2018 Notes over the fair value of the debt component was recorded as a debt discount and a corresponding increase in additional paid-in capital. The debt discount is accreted to interest expense over the term of the 2018 Notes using the interest method. The 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 2018 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 2018 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 2018 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 2018 Notes. The transaction costs allocated to the equity component of $1.1 million were recorded to additional paid-in capital. 2021 Senior Convertible Notes In December 2017, the Company issued $300.0 million principal amount of 5.75% senior convertible notes (the “2021 Notes”) for a purchase price equal to 98% of the principal amount, raising net proceeds of $294.0 million . The 2021 Notes are governed by an Indenture, dated December 8, 2017 between the Company and U.S. Bank National Association, as trustee (the “2017 Indenture”). The 2021 Notes mature on July 1, 2021, unless earlier repurchased or converted, and bear interest at a rate of 5.75% per year payable semi-annually in arrears on January 1 and July 1 of each year, commencing January 1, 2018. The 2021 Notes are convertible at an initial conversion rate of 23.8095 shares of the Company’s common stock per $1,000 principal amount of the 2021 Notes, which represents an initial conversion price of $42.00 per share, subject to adjustment for anti-dilutive issuances, voluntary increases in the conversion rate and make-whole adjustments upon a fundamental change. A fundamental change includes a change in control, delisting of the Company’s common stock and a liquidation of the Company. Upon conversion, the Company will deliver the applicable number of the Company’s common stock and cash in lieu of any fractional shares. Holders of the 2021 Notes may convert their 2021 Notes at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date, subject to a restricted period through December 2018. The holders of the 2021 Notes may require the Company to repurchase all or a portion of their 2021 Notes at a cash repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus the remaining scheduled interest through and including the maturity date, upon a fundamental change and events of default, including non-payment of interest or principal and other obligations under the 2017 Indenture. The 2021 Notes were issued at a two percent discount and was accounted for as debt upon issuance. The Company recorded $300.0 million of debt and $6.0 million for the debt discount. The debt discount is accreted to interest expense over the term of the 2021 Notes using the interest method. The Company incurred debt issuance costs of $9.1 million that were deferred and will be amortized to interest expense over the term of the 2021 Notes. 2018 Notes and 2021 Notes The net carrying amounts of the liability components of the 2018 and 2021 Notes as of March 31, 2018 and December 31, 2017 consists of the following (in thousands): March 31, 2018 December 31, 2017 Principal amount $ 553,000 $ 553,000 Unamortized debt discount (7,680 ) (10,190 ) Net carrying amount before unamortized debt issuance costs 545,320 542,810 Unamortized debt issuance costs (8,567 ) (9,617 ) Net carrying value $ 536,753 $ 533,193 The effective interest rate of the liability component is 5.4% and 6.4% for the 2018 Notes and the 2021 Notes, respectively. The interest rate for the 2018 Notes 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 2018 Notes and the 2021 Notes for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Contractual interest expense at 1.5% and 5.75% per annum $ 5,261 $ 949 Amortization of debt issuance costs 916 326 Accretion of debt discount 2,510 2,028 Total $ 8,687 $ 3,303 Net proceeds were approximately $245.7 million and $284.9 million from the 2018 Notes and the 2021 Notes, respectively. The Company used approximately $49.5 million of the net proceeds of the 2018 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 2018 Notes that were issued in 2013, 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 2018 Notes. The Note Hedges will expire upon the maturity of the 2018 Notes. The Note Hedges are intended to reduce the potential economic dilution upon conversion of the 2018 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 2018 Notes. Warrants Separately and concurrently with the entry by the Company into the Note Hedges in 2013, 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. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS ’ EQUITY Share Repurchase Program In November 2017, the Company’s board of directors authorized a $100.0 million share repurchase program of its common stock. The 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. The stock repurchase authorization will expire in November 2019 and shares repurchased will be immediately retired. The following is a summary of the Company's stock repurchases as of May 4, 2018 (in thousands, except per share information): Period # of Shares Repurchased Average Price per Share Total Expenditures November 8, 2017 - December 31, 2017 635 $ 35.55 $ 22,599 January 1, 2018 - March 31, 2018 423 $ 37.84 16,024 April 1, 2018 - May 4, 2018 100 $ 39.44 3,988 Total 1,158 $ 36.74 $ 42,611 At March 31, 2018 , $61.4 million remained available under the share repurchase program. |
Stock-Based Awards
Stock-Based Awards | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Awards | STOCK-BASED AWARDS Stock Options The following table summarizes the Company’s stock option activity for the three months ended March 31, 2018 (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, 2017 5,294 $ 32.99 5.3 $ 40,122 Granted — — Exercised (211 ) 24.44 Forfeited (56 ) 45.81 Outstanding, March 31, 2018 5,027 $ 33.21 4.9 $ 47,595 Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (1) Exercisable at March 31, 2018 4,786 $ 33.00 4.8 $ 46,840 Vested and expected to vest at March 31, 2018 5,017 33.20 4.9 47,561 (1) Based on the Company’s closing stock price of $39.11 on March 31, 2018 and $35.33 on December 31, 2017. Unrecognized compensation expense relating to stock options was $3.2 million at March 31, 2018 , which is expected to be recognized over a weighted-average period of 0.9 years . Restricted Stock Units The Company granted restricted stock units covering 0.8 million shares of its common stock during the three months ended March 31, 2018 . At March 31, 2018 , there were 4.2 million shares of the Company’s common stock issuable upon the vesting of outstanding restricted stock units. Unrecognized compensation expense related to unissued shares of the Company’s common stock subject to unvested restricted stock units was $119.1 million at March 31, 2018 , which is expected to be recognized as expense over the weighted-average period of 3.0 years . Performance-Based Restricted Stock Units The Compensation Committee designed an annual equity compensation structure to further align the compensation levels of certain executives to the performance of the Company through the issuance of performance-based restricted stock units. The number of shares of the Company’s common stock issuable upon the vesting of these performance-based restricted stock unit awards is based upon the Company meeting composite revenue and cash flow growth targets determined at the time of their grants. The total amount of compensation expense recognized is based on the number of shares that the Company determines are probable of vesting. The estimate will be made each reporting period and determined by the Company’s actual and projected revenue and cash flow performance and the compensation expense will be recognized over the vesting term of the awards. The following table summarizes the Company’s issuances of awards under the new compensation award structure: Grant Date Performance Measures Vesting Term Performance Period # of Shares at Target # of Shares at Maximum Grant Date Fair Value per share 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 February 2018 (a) the Company meeting certain combined subscription revenue and unlevered cash flow margin targets for the year ending December 31, 2020 and (b) the recipient continuing to provide services to the Company through the end of February 2021 Three years Fiscal year 2020 121,764 304,410 $ 40.64 February 2018 (a) the Company meeting certain combined subscription revenue and unlevered cash flow margin targets for each of the years ending December 31, 2020, December 31, 2021, and December 31, 2022 and (b) the recipient continuing to provide services to the Company through the end of February 2023 Five years (1) Fiscal years 2020, 2021 and 2022 411,412 1,028,530 $ 40.64 (1) One-third of the total eligible shares shall vest on each of the third, fourth and fifth anniversaries of the grant date. This award is a one-time equity award intended to cover expected grant levels over a three-year period. In exchange, the Compensation Committee does not plan to grant any additional equity awards to recipients of this award until 2021. The Company recognized compensation expense related to all performance-based awards in the aggregate amount of $0.5 million and $3.1 million for the three months ended March 31, 2018 and 2017 , respectively. There was no unrecognized compensation expense related to unvested 2016 and 2017 performance-based restricted stock unit awards at March 31, 2018 . Unrecognized compensation expense related to unvested 2018 performance-based restricted stock units was $21.1 million at March 31, 2018 , based on the probable performance target at that date, which is expected to be recognized as expense over the weighted average period of 3.7 years . Employee Stock Purchase Plan Under the Company’s 2010 Employee Stock Purchase Plan (“ESPP”), eligible employees are granted the right to purchase shares at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. The right to purchase shares is granted twice yearly for six month offering periods in June and December and exercisable on or about the succeeding December and June, respectively, on each year. Stock-Based Compensation Stock-based compensation expense related to stock options, restricted stock units, the ESPP and performance-based restricted stock units is included in the following line items in the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Cost of revenue $ 1,002 $ 1,210 Sales and marketing 6,246 6,754 Research and development 2,308 2,102 General and administrative 4,487 5,783 Restructuring 5,436 — Total $ 19,479 $ 15,849 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code of 1986, as amended. The Tax Act did not result in any material tax expense during three months ended March 31, 2018 . The Company’s income tax provision was approximately $0.5 million with an effective income tax rate of (3.4)% for the three months ended March 31, 2018 . The Company’s income tax provision was approximately $0.6 million with an effective income tax rate of (3.7)% for the three months ended March 31, 2017 . The Company’s effective tax rate differs from the statutory rate primarily due to the change in the valuation allowance on the Company’s deferred tax assets and foreign income taxes. The income tax provision is related 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 Company’s net deferred tax assets and we do not currently anticipate recording an income tax benefit related to these deferred tax assets or current year losses. 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 United States federal income tax as well as to income tax in multiple state and foreign jurisdictions, including the United Kingdom. Federal income tax returns of the Company are subject to IRS examination for the 2014 through 2017 tax years. State income tax returns are subject to examination for the 2013 through 2017 tax years. Foreign income tax returns are subject to examination for the 2007 through 2017 tax years. The Company believes it is reasonably possible that within the next twelve months we may resolve certain matters related to the years under examination, which may result in reductions of our unrecognized tax benefits and income tax expense of up to $1.1 million . At March 31, 2018 , we were not able to reasonably estimate, and therefore have not recorded, deferred taxes for the Global Intangible Low-Taxed Income (“GILTI”) provisions. We have not yet determined our policy election with respect to whether to record deferred taxes for basis differences expected to reverse as a result of the GILTI provisions in future periods or use the period cost method. We have, however, included an estimate of the current GILTI impact in our tax provision for 2018. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | RESTRUCTURING COSTS In December 2017, as part of the Company’s new strategic plan to focus on recurring revenue growth and increase operating margins, the Company approved a restructuring plan to reduce the headcount of the Company’s global service delivery team, as well as the headcount of some of its sales teams, representing a total workforce reduction of approximately six percent. The restructuring is part of the Company’s renewed focus on recurring, or subscription-based, revenue growth and driving cost reductions to accelerate the growth of its operating margins and free cash flow. During the three months ended March 31, 2018 , the Company continued with strategic plan with the reduction of the professional service headcount, resulting in $7.7 million of restructuring expense which was recorded in “Restructuring” in the accompanying Consolidated Statements of Operations. The restructuring expense consisted primarily of stock-based compensation expense of $5.4 million and $2.3 million of payroll-related costs, such as severance, outplacement costs and continuing healthcare coverage, associated with employee terminations. The stock-based compensation expense relates to accelerated vesting for impacted employees. As of March 31, 2018 , the Company incurred an aggregate total of $9.2 million of restructuring expense since the December 2017, which consisted primarily of stock-based compensation expense of $5.5 million and $3.7 million of payroll related costs. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
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. Litigation The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. If the Company determines that it is probable that a loss has been incurred and the amount is reasonably estimable, the Company will record a liability. The Company has determined that it does not have a potential liability related to any legal proceedings or claims that would individually or in the aggregate materially adversely affect its financial condition or operating results. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS The Cornerstone OnDemand Foundation (the “Foundation”) empowers communities in the United States and internationally by increasing the impact of the non-profit sector through the utilization of human capital management technology including the Company’s products. The Company’s chief executive officer is on the board of directors of the Foundation. The Company does not direct the Foundation’s activities, and accordingly, the Company does not consolidate the Foundation’s statement of activities with its financial results. During the three months ended March 31, 2018 and 2017 , the Company provided at no charge certain resources to the Foundation, with approximate values of $0.8 million and $0.8 million , respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS The Compensation Committee granted performance-based restricted stock units during April 2018. Achievement of the probable target level would result in the issuance of 57,144 shares of the Company’s common stock upon the vesting of the restricted stock units and achievement of the maximum target would result in the issuance of 142,860 shares of the Company’s common stock upon the vesting of the restricted stock units. The performance-based restricted stock units will generally vest over five years . During April and May 2018, the Compensation Committee granted restricted stock units covering an aggregate of 400,626 shares of the Company’s common stock which generally vest annually over four years. |
Organization And Summary Of S19
Organization And Summary Of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in accordance with (i) accounting standards generally accepted in the United States of America (“GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, such financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the financial statements include all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim periods presented. Results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 , for any other interim period or for any other future year. The condensed consolidated balance sheet at December 31, 2017 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, 2017 . 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, 2017 . Effective January 1, 2018, the Company adopted the requirements of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers , as discussed further in Note 1. All amounts and disclosures set forth in this Quarterly Report on Form 10-Q have been updated to comply with this new standard with results for reporting periods beginning after January 1, 2018 presented under ASU No. 2014-09, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”) . Topic 606 supersedes the revenue recognition requirement in Accounting Standards Codification (“ASC”) Topic 605 , Revenue Recognition (“Topic 605”) , and requires the recognition of 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. Topic 606 also includes Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers , which requires the deferral of incremental costs of obtaining a contract with a customer. The Company adopted the requirements of Topic 606 utilizing the modified retrospective method of transition to contracts as of January 1, 2018. The accumulated deficit balance was reduced, thus stockholders' equity was increased by $18.9 million as of January 1, 2018 due to the cumulative impact of adopting Topic 606. The impact was primarily related to: • $15.5 million increase in deferred commissions. Such costs are considered to be costs to acquire a contract under Topic 606, and primarily relate to the execution of software subscription contracts. In addition, upon adoption, these incremental commission costs to obtain a contract are now amortized over a period of benefit, which is generally six years. • $2.7 million of additional liability offsets the impact to retained earnings from the increase of the deferred commission above. The liability is to accrue commission costs earned but not yet paid. • $6.1 million reduction in deferred revenue related to additional contract value being allocated to professional services delivered prior to adoption. Previously such amounts were not recognized based on contractual payment limitations. Upon adoption, revenue for professional services is based on the relative standalone selling price without any such limitation. The adoption had no impact to net cash provided by or used in operating. investing or financing activities in the Company’s Condensed Consolidated Statements of Cash Flows. 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. The Company implemented this requirement as of the beginning of the first quarter of 2018. The adoption did not 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. The Company implemented this requirement as of the beginning of the first quarter of 2018. The adoption did not have a material impact 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. The Company implemented this requirement as of the beginning of the first quarter of 2018. The adoption did not have a material impact on its financial statements. Summary of Significant Accounting Policies Except for changes to the Company's revenue recognition policy and the accounting for commission payments, there have been no changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 27, 2018. See below for additional accounting policy and transition disclosures. Revenue Recognition Effective January 1, 2018, the Company adopted the guidance under Topic 606. The Company derives its revenue from the following sources: Subscriptions to the Company’s products and other offerings on a recurring basis Clients pay subscription fees for access to the Company’s enterprise human capital management platform, other products and support on a recurring basis. Fees are based on a number of factors, including the number of products purchased, which may include e-learning content, and the number of users having access to a product. The Company generally recognizes revenue from subscriptions ratably over the term of the agreements beginning on the date the subscription service is made available to the client. Subscription agreements are typically three years, billed annually in advance, and non-cancelable. Professional services and other The Company offers its clients and implementation partners assistance in implementing its products and optimizing their use. Professional services include application configuration, system integration, business process re-engineering, change management and training services. Services are generally billed up-front on a fixed fee basis and to a lesser degree on a time-and-material basis. These services are generally purchased as part of a subscription arrangement and are typically performed within the first several months of the arrangement. Clients may also purchase professional services at any other time. The Company generally recognizes revenue from fixed fee professional services contracts as services are performed based on the proportion performed to date relative to the total expected services to be performed. Revenue associated with time-and-material contracts are recorded as such time-and-materials are incurred. The Company recognizes revenue from contracts with customers based on the following five steps: 1) Identification of the contract, or contracts, with a customer 2) Identification of all performance obligations in the contract 3) Determination of the transaction price 4) Allocation of the transaction price to the performance obligations in the contract 5) Recognition of revenue as we satisfy a performance obligation The Company identifies enforceable contracts with a customer when the agreement is signed. The Company accounts for individual performance obligations separately if they are distinct. The transaction price is generally based on fixed fees stated in the contract. The Company excludes from the transaction price any amounts relating to taxes from product sales which are collected from customers and remitted to governmental authorities. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. The Company is not able to directly observe a standalone selling price for its performance obligations, as the performance obligations are sold separately and within a sufficiently narrow price range only infrequently, and because management has determined that there are no third-party offerings reasonably comparable to the Company’s products. Accordingly, total contract values are allocated to subscriptions to the products and professional services based on management’s best estimate of the selling price (“BESP”). The determination of BESP requires the Company to make significant estimates and judgments. The Company considers numerous factors, including the nature and complexity of the performance obligations themselves; the geography, market conditions and competitive landscape for the sale; internal costs; and pricing and discounting practices. The Company updates its estimates of BESP on an ongoing basis through internal periodic reviews and as events or circumstances may require. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. The Company satisfies performance obligations over time. In a limited number of cases, the client’s intended use of a product requires contractually specified enhancements to its underlying features and functionality. In some of these cases, revenue is recognized as a combined single performance obligation on a straight-line basis from the point at which access to the enhanced product(s) have been provided, through the remaining term of the agreement. In other cases where the enhancement is not contractually specified by the customer for its initial use and revenue is recognized separately for the enhancement and the product as a second distinct performance obligation. In such cases where a second performance obligation exists, the enhancement revenue is recognized based on a BESP allocation on a straight-line basis once access to the enhancement has been provided, through the remaining term of the agreement. For arrangements in which the Company resells third-party e-learning training content to clients, revenue is recognized in accordance with accounting guidance as to when to report gross revenue as a principal or report net revenue as an agent. The Company typically recognizes third-party content revenue at the gross amount invoiced to clients as (i) the Company is primarily responsible for hosting the content on our platform for the term of the agreement, (ii) the Company controls the content before access is provided to the customer, and (iii) the Company typically has discretion to establish the price charged. Deferred Revenue The Company records amounts that have been invoiced to its clients in accounts receivable and in either deferred revenue or revenue depending on whether the revenue recognition criteria described above have been met. Deferred revenue that will be recognized during the succeeding twelve-month period from the respective balance sheet date is recorded as current deferred revenue and the remaining portion is recorded as noncurrent. The decrease in the deferred revenue balance for the three months ended March 31, 2018 is primarily driven by $119.4 million of revenues recognized that were included in the deferred revenue balances as of January 1, 2018 offset by invoices billed in advance of satisfying performance obligations in accordance with contract payment terms. Transaction Price Allocated to Remaining Performance Obligations As of March 31, 2018, approximately $790.0 million of revenue is expected to be recognized from remaining performance obligations. This is substantially comprised of subscription revenue, with less than 10% attributed to professional services and other revenue. The Company expects to recognize revenue on approximately two thirds of these remaining performance obligations over the next 18 months , with the balance recognized thereafter. The estimated revenues from the remaining performance obligations do not include uncommitted contract amounts such as (i) amounts which are cancelable by the client without any significant penalty, (ii) future billings for time and material contracts, and (iii) amounts associated with optional renewal periods. Commission Payments The Company defers commissions paid to its sales force and related payroll taxes as these amounts are incremental costs of obtaining a contract with a customer and are recoverable from future revenue due to the non-cancelable client agreements that gave rise to the commissions. Commissions for initial contracts are deferred on the balance sheet and amortized on a straight-line basis over a period of benefit that has been determined to be six years. The Company took into consideration technology and other factors in estimating the benefit period. Sales commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contract renewal period. Amortization expense is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations. Impact of New Standard on Financial Statement Line Items The following tables summarize the effect of the adoption of Topic 606 on the Company’s select line items, included in the unaudited consolidated condensed financial statements as of and for the quarter ended March 31, 2018, as if the previous accounting was in effect (in thousands). March 31, 2018 Condensed Consolidated Balance Sheet As Reported Impacts of Adoption Without Adoption Assets Deferred commissions, current portion $ 22,830 $ 18,207 $ 41,037 Deferred commissions, non-current 34,155 (34,155 ) — Liabilities Accrued expenses 48,256 (2,625 ) 45,631 Deferred revenue, current portion 287,875 6,501 294,376 Stockholders’ Equity Accumulated deficit (512,335 ) (19,824 ) (532,159 ) March 31, 2018 Condensed Consolidated Statement of Operations As Reported Impacts of Adoption Without Adoption Revenue $ 133,113 $ (441 ) $ 132,672 Operating expenses: Sales and marketing 59,245 300 59,545 Net loss (16,216 ) (741 ) (16,957 ) Net loss per share, basic and diluted (0.28 ) (0.30 ) Weighted average common shares outstanding, basic and diluted 57,425 57,425 The adoption of Topic 606 had no impact to net cash from or used in operating, investing or financing activities in the Company’s unaudited condensed statement of cash flows from for the quarter ended March 31, 2018. Recent Accounting Pronouncements 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. |
Organization And Summary Of S20
Organization And Summary Of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Effects of the Adoption of Topic 606 | The following tables summarize the effect of the adoption of Topic 606 on the Company’s select line items, included in the unaudited consolidated condensed financial statements as of and for the quarter ended March 31, 2018, as if the previous accounting was in effect (in thousands). March 31, 2018 Condensed Consolidated Balance Sheet As Reported Impacts of Adoption Without Adoption Assets Deferred commissions, current portion $ 22,830 $ 18,207 $ 41,037 Deferred commissions, non-current 34,155 (34,155 ) — Liabilities Accrued expenses 48,256 (2,625 ) 45,631 Deferred revenue, current portion 287,875 6,501 294,376 Stockholders’ Equity Accumulated deficit (512,335 ) (19,824 ) (532,159 ) March 31, 2018 Condensed Consolidated Statement of Operations As Reported Impacts of Adoption Without Adoption Revenue $ 133,113 $ (441 ) $ 132,672 Operating expenses: Sales and marketing 59,245 300 59,545 Net loss (16,216 ) (741 ) (16,957 ) Net loss per share, basic and diluted (0.28 ) (0.30 ) Weighted average common shares outstanding, basic and diluted 57,425 57,425 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Loss Per Share | The following table presents the Company’s basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended March 31, 2018 2017 Net loss $ (16,216 ) $ (16,211 ) Weighted-average shares of common stock outstanding 57,425 56,642 Net loss per share – basic and diluted $ (0.28 ) $ (0.29 ) |
Anti-Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share | At March 31, 2018 and 2017 , 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): March 31, 2018 2017 Options to purchase common stock, restricted stock units and performance-based restricted stock units 11,629 11,324 Shares issuable pursuant to employee stock purchase plan 114 89 Convertible notes 11,825 4,682 Common stock warrants 4,682 4,682 Total shares excluded from net loss per share 28,250 20,777 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 (in thousands): March 31, 2018 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash Equivalent Investments Money market funds $ 372,445 $ — $ — $ 372,445 $ 372,445 $ — Certificate of deposit 10,000 — — 10,000 10,000 — Corporate bonds 65,298 — (350 ) 64,948 — 64,948 U.S. treasury securities 158,491 — (525 ) 157,966 — 157,966 $ 606,234 $ — $ (875 ) $ 605,359 $ 382,445 $ 222,914 The following is a summary of investments in marketable securities, including those that meet the definition of a cash equivalent, as of December 31, 2017 (in thousands): December 31, 2017 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash Equivalent Investments Money market funds $ 358,859 $ — $ — $ 358,859 $ 358,859 $ — Certificate of deposit 10,000 — — 10,000 10,000 — Corporate bonds 74,868 — (220 ) 74,648 — 74,648 U.S. treasury securities 189,310 — (430 ) 188,880 — 188,880 $ 633,037 $ — $ (650 ) $ 632,387 $ 368,859 $ 263,528 |
Fair Value Of Financial Instr23
Fair Value Of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value | Assets and liabilities measured at fair value on a recurring basis included the following as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 382,445 $ 372,445 $ 10,000 $ — $ 368,859 $ 358,859 $ 10,000 $ — Corporate bonds 64,948 — 64,948 — 74,648 — 74,648 — U.S. treasury securities 157,966 — 157,966 — 188,880 — 188,880 — $ 605,359 $ 372,445 $ 232,914 $ — $ 632,387 $ 358,859 $ 273,528 $ — |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Net Carrying Amount of Debt | The net carrying amounts of the liability components of the 2018 and 2021 Notes as of March 31, 2018 and December 31, 2017 consists of the following (in thousands): March 31, 2018 December 31, 2017 Principal amount $ 553,000 $ 553,000 Unamortized debt discount (7,680 ) (10,190 ) Net carrying amount before unamortized debt issuance costs 545,320 542,810 Unamortized debt issuance costs (8,567 ) (9,617 ) Net carrying value $ 536,753 $ 533,193 |
Schedule of Interest Expense Recognized | The following table presents the interest expense recognized related to the 2018 Notes and the 2021 Notes for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Contractual interest expense at 1.5% and 5.75% per annum $ 5,261 $ 949 Amortization of debt issuance costs 916 326 Accretion of debt discount 2,510 2,028 Total $ 8,687 $ 3,303 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Summary of Stock Repurchase Program | The following is a summary of the Company's stock repurchases as of May 4, 2018 (in thousands, except per share information): Period # of Shares Repurchased Average Price per Share Total Expenditures November 8, 2017 - December 31, 2017 635 $ 35.55 $ 22,599 January 1, 2018 - March 31, 2018 423 $ 37.84 16,024 April 1, 2018 - May 4, 2018 100 $ 39.44 3,988 Total 1,158 $ 36.74 $ 42,611 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the three months ended March 31, 2018 (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, 2017 5,294 $ 32.99 5.3 $ 40,122 Granted — — Exercised (211 ) 24.44 Forfeited (56 ) 45.81 Outstanding, March 31, 2018 5,027 $ 33.21 4.9 $ 47,595 Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (1) Exercisable at March 31, 2018 4,786 $ 33.00 4.8 $ 46,840 Vested and expected to vest at March 31, 2018 5,017 33.20 4.9 47,561 (1) Based on the Company’s closing stock price of $39.11 on March 31, 2018 and $35.33 on December 31, 2017. |
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 February 2018 (a) the Company meeting certain combined subscription revenue and unlevered cash flow margin targets for the year ending December 31, 2020 and (b) the recipient continuing to provide services to the Company through the end of February 2021 Three years Fiscal year 2020 121,764 304,410 $ 40.64 February 2018 (a) the Company meeting certain combined subscription revenue and unlevered cash flow margin targets for each of the years ending December 31, 2020, December 31, 2021, and December 31, 2022 and (b) the recipient continuing to provide services to the Company through the end of February 2023 Five years (1) Fiscal years 2020, 2021 and 2022 411,412 1,028,530 $ 40.64 (1) One-third of the total eligible shares shall vest on each of the third, fourth and fifth anniversaries of the grant date. This award is a one-time equity award intended to cover expected grant levels over a three-year period. In exchange, the Compensation Committee does not plan to grant any additional equity awards to recipients of this award until 2021. |
Summary of Stock-based Compensation Expense | Stock-based compensation expense related to stock options, restricted stock units, the ESPP and performance-based restricted stock units is included in the following line items in the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Cost of revenue $ 1,002 $ 1,210 Sales and marketing 6,246 6,754 Research and development 2,308 2,102 General and administrative 4,487 5,783 Restructuring 5,436 — Total $ 19,479 $ 15,849 |
Organization And Summary Of S27
Organization And Summary Of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | Jan. 01, 2018USD ($) | Mar. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of operating segments | segment | 1 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Increase in stockholders' equity | $ 32,361 | $ 22,120 | |
Decrease in accumulated deficit | (512,335) | $ (515,054) | |
Accounting Standards Update 2014-09 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenues recognized, previously included in beginning balances | $ 119,400 | ||
Revenue expected to be recognized | $ 790,000 | ||
Expected timing of revenue recognition | 18 months | ||
Expected revenue recognition percentage | 66.70% | ||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Increase in stockholders' equity | 18,900 | ||
Decrease in accumulated deficit | 18,900 | $ (19,824) | |
Increase in deferred commissions | 15,500 | ||
Additional liability to accrue commission cost | 2,700 | ||
Reduction in deferred revenue | $ 6,100 |
Organization And Summary Of S28
Organization And Summary Of Significant Accounting Policies - Effect of Topic 606 on Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Assets | |||
Deferred commissions, current portion | $ 22,830 | $ 42,806 | |
Deferred commissions, non-current | 34,155 | 0 | |
Liabilities | |||
Accrued expenses | 48,256 | 57,528 | |
Deferred revenue, current portion | 287,875 | 311,997 | |
Stockholders’ Equity | |||
Accumulated deficit | (512,335) | $ (515,054) | |
Calculated under Revenue Guidance in Effect before Topic 606 | |||
Assets | |||
Deferred commissions, current portion | 41,037 | ||
Deferred commissions, non-current | 0 | ||
Liabilities | |||
Accrued expenses | 45,631 | ||
Deferred revenue, current portion | 294,376 | ||
Stockholders’ Equity | |||
Accumulated deficit | (532,159) | ||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | |||
Assets | |||
Deferred commissions, current portion | 18,207 | ||
Deferred commissions, non-current | (34,155) | ||
Liabilities | |||
Accrued expenses | (2,625) | ||
Deferred revenue, current portion | 6,501 | ||
Stockholders’ Equity | |||
Accumulated deficit | $ (19,824) | $ 18,900 |
Organization And Summary Of S29
Organization And Summary Of Significant Accounting Policies - Effect of Topic 606 on Statement of Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | $ 133,113 | $ 111,582 | |
Operating expenses: | |||
Sales and marketing | 59,245 | 56,894 | |
Net loss | $ (16,216) | [1] | $ (16,211) |
Net loss per share, basic and diluted (USD per share) | $ (0.28) | $ (0.29) | |
Weighted average common shares outstanding, basic and diluted (in shares) | 57,425 | 56,642 | |
Calculated under Revenue Guidance in Effect before Topic 606 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | $ 132,672 | ||
Operating expenses: | |||
Sales and marketing | 59,545 | ||
Net loss | $ (16,957) | ||
Net loss per share, basic and diluted (USD per share) | $ (0.30) | ||
Weighted average common shares outstanding, basic and diluted (in shares) | 57,425 | ||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | $ (441) | ||
Operating expenses: | |||
Sales and marketing | 300 | ||
Net loss | $ (741) | ||
[1] | See Note 1 for additional information. |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Earnings Per Share [Abstract] | |||
Net loss | $ (16,216) | [1] | $ (16,211) |
Weighted average common shares outstanding, basic and diluted (in shares) | 57,425 | 56,642 | |
Net loss per share, basic and diluted (USD per share) | $ (0.28) | $ (0.29) | |
[1] | See Note 1 for additional information. |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive Shares Excluded From Calculation of Diluted Net Loss Per (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 28,250 | 20,777 |
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) | 11,629 | 11,324 |
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) | 114 | 89 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 11,825 | 4,682 |
Common stock warrants | Common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 4,682 | 4,682 |
Investments - Marketable Securi
Investments - Marketable Securities (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)security | Dec. 31, 2017USD ($)security | |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | $ 606,234 | $ 633,037 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (875) | (650) |
Fair Value | $ 605,359 | $ 632,387 |
Weighted average term of maturity | 7 months | |
Investments in unrealized loss for more than 12 months | security | 0 | 0 |
Cash Equivalent | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | $ 382,445 | $ 368,859 |
Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 222,914 | 263,528 |
Money market funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 372,445 | 358,859 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 372,445 | 358,859 |
Money market funds | Cash Equivalent | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 372,445 | 358,859 |
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 | 10,000 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 10,000 | 10,000 |
Certificate of deposit | Cash Equivalent | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 10,000 | 10,000 |
Certificate of deposit | Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 0 | 0 |
Corporate bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 65,298 | 74,868 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (350) | (220) |
Fair Value | 64,948 | 74,648 |
Corporate bonds | 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 | 64,948 | 74,648 |
U.S. treasury securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 158,491 | 189,310 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (525) | (430) |
Fair Value | 157,966 | 188,880 |
U.S. treasury securities | Cash Equivalent | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 0 | 0 |
U.S. treasury securities | Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | $ 157,966 | $ 188,880 |
Investments - Strategic Investm
Investments - Strategic Investments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | ||
Investments in privately-held companies | $ 3,000,000 | |
Impairment of investments | $ 0 | $ 600,000 |
Fair Value Of Financial Instr34
Fair Value Of Financial Instruments - Summary of Asset and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | $ 605,359 | $ 632,387 |
Fair value measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 382,445 | 368,859 |
Assets measured at fair value on a recurring basis | 605,359 | 632,387 |
Fair value measurements, recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 372,445 | 358,859 |
Assets measured at fair value on a recurring basis | 372,445 | 358,859 |
Fair value measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 10,000 | 10,000 |
Assets measured at fair value on a recurring basis | 232,914 | 273,528 |
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 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 64,948 | 74,648 |
Corporate bonds | Fair value measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 64,948 | 74,648 |
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 | 64,948 | 74,648 |
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 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 157,966 | 188,880 |
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 | 157,966 | 188,880 |
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 | 157,966 | 188,880 |
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 |
Fair Value Of Financial Instr35
Fair Value Of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market fund value | $ 372,400 | $ 358,900 |
Fair value of convertible debt | 552,900 | |
Fair value measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 382,445 | 368,859 |
Fair value measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 10,000 | $ 10,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Jun. 17, 2013USD ($)trading_dayd$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Mar. 31, 2018USD ($) | Mar. 31, 2017 |
Debt Instrument [Line Items] | ||||
Proceeds from warrants issuance | $ 23,200,000 | |||
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 interest rate | 1.50% | 5.75% | ||
Transaction costs related to the issuance of Notes | $ 9,617,000 | $ 8,567,000 | ||
Debt discount recorded | (10,190,000) | (7,680,000) | ||
Senior Convertible Notes At 1.50%, Maturing 2018 | Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Debt gross proceeds | $ 253,000,000 | |||
Debt interest rate | 1.50% | |||
Initial conversion rate | 18.5046 | |||
Conversion price (USD per share) | $ / shares | $ 54.04 | |||
Proceeds from issuance of convertible notes | $ 245,700,000 | $ 0 | ||
Redemption price of notes | 100.00% | |||
Convertible senior notes | 214,300,000 | |||
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 | |||
Deferred debt issuance cost | 6,200,000 | |||
Equity issuance cost | 1,100,000 | |||
Effective interest rate | 5.40% | |||
Payments for note hedges | $ (49,500,000) | |||
Number of shares covered by the Note Hedge (in shares) | shares | 4,700,000 | |||
Senior Convertible Notes At 1.50%, Maturing 2018 | 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% | |||
Senior Convertible Notes At 1.50%, Maturing 2018 | 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% | |||
Convertible Senior Notes At 5.75%, Maturing 2021 | Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Debt gross proceeds | $ 300,000,000 | |||
Debt interest rate | 5.75% | |||
Initial conversion rate | 23.8095 | |||
Conversion price (USD per share) | $ / shares | $ 42 | |||
Proceeds from issuance of convertible notes | $ 284,900,000 | |||
Transaction costs related to the issuance of Notes | $ 9,100,000 | |||
Effective interest rate | 98.00% | 6.40% | ||
Net proceeds from the Notes | $ 294,000,000 | |||
Debt discount recorded | $ (6,000,000) |
Debt - Summary of Net Carrying
Debt - Summary of Net Carrying Amount of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Net carrying amount | $ 286,256 | $ 285,168 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal amount | 553,000 | 553,000 |
Unamortized debt discount | (7,680) | (10,190) |
Net carrying amount before unamortized debt issuance costs | 545,320 | 542,810 |
Unamortized debt issuance costs | (8,567) | (9,617) |
Net carrying amount | $ 536,753 | $ 533,193 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense Recognized (Details) - Convertible Debt - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Schedule of Debt Cost and Interest Expense Recognized [Line Items] | ||
Debt interest rate | 1.50% | 5.75% |
Contractual interest expense at 1.5% and 5.75% per annum | $ 5,261 | $ 949 |
Amortization of debt issuance costs | 916 | 326 |
Accretion of debt discount | 2,510 | 2,028 |
Total | $ 8,687 | $ 3,303 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, shares in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | |
May 04, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | May 04, 2018 | Nov. 30, 2017 | |
Equity [Abstract] | |||||
Authorized share repurchase program amount | $ 100,000,000 | ||||
Stock Repurchase Program [Line Items] | |||||
Shares repurchased (in shares) | 635 | 423 | |||
Average cost of shares repurchased (USD per share) | $ 35.55 | $ 37.84 | |||
Total expenditure for repurchase | $ 22,599,000 | $ 16,024,000 | |||
Remaining amount available under program | $ 61,400,000 | ||||
Subsequent Event | |||||
Stock Repurchase Program [Line Items] | |||||
Shares repurchased (in shares) | 100 | 1,158 | |||
Average cost of shares repurchased (USD per share) | $ 39.44 | $ 36.74 | |||
Total expenditure for repurchase | $ 3,988,000 | $ 42,611,000 |
Stock-Based Awards - Stock Opti
Stock-Based Awards - Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Shares | |||
Beginning balance (in shares) | 5,294 | ||
Options, Granted (in shares) | 0 | ||
Options, Exercised (in shares) | (211) | ||
Options, Forfeited (in shares) | (56) | ||
Ending balance (in shares) | 5,027 | ||
Weighted- Average Exercise Price | |||
Weighted-average exercise price, outstanding at beginning of period (USD per share) | $ 32.99 | ||
Weighted average exercise price, granted (USD per share) | 0 | ||
Weighted average exercise price, exercised (USD per share) | 24.44 | ||
Weighted average exercise price, forfeited (USD per share) | 45.81 | ||
Weighted-average exercise price, outstanding at end of period (USD per share) | $ 33.21 | ||
Additional Disclosures | |||
Weighted-average remaining contractual term, outstanding | 4 years 10 months 19 days | 5 years 4 months 5 days | |
Aggregate intrinsic value, outstanding | $ 47,595 | $ 40,122 | |
Exercisable at end of period (in shares) | 4,786 | ||
Weighted average exercise price, exercisable at end of period (USD per share) | $ 33 | ||
Weighted-average remaining contractual term, exercisable | 4 years 9 months 24 days | ||
Aggregate intrinsic value, exercisable at end of period | $ 46,840 | ||
Vested and Expected to Vest | |||
Vested and expected to vest at end of period (in shares) | 5,017 | ||
Weighted average exercise price, vested and expected to vest at end of period (USD per share) | $ 33.20 | ||
Weighted-average remaining contractual term, vested and expected to vest | 4 years 10 months 18 days | ||
Aggregate intrinsic value, vested and expected to vest at end of period | $ 47,561 | ||
Closing stock price (USD per share) | $ 39.11 | $ 35.33 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Unrecognized compensation expense relating to stock options | $ 3,200,000 | |
Share based compensation expense | $ 19,479,000 | $ 15,849,000 |
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 | 11 months | |
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 | 3 years 11 days | |
Restricted stock units granted (in shares) | 840,872 | |
Share of non-vested restricted stock units were outstanding (in shares) | 4,213,555 | |
Unrecognized compensation expense related to non-vested restricted stock units | $ 119,100,000 | |
Performance Shares | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Unrecognized compensation expense, expected recognition weighted average period | 3 years 8 months | |
Share based compensation expense | $ 500,000 | $ 3,100,000 |
Awarded 2016 and 2017 | Performance Shares | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Unrecognized compensation expense related to performance shares | 0 | |
Awarded 2018 | Performance Shares | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Unrecognized compensation expense related to performance shares | $ 21,100,000 |
Stock-Based Awards - Issuance o
Stock-Based Awards - Issuance of Awards Under New Compensation Award Structure (Details) - Performance Shares - $ / shares | 1 Months Ended | ||
Feb. 28, 2018 | 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 | |
Performance Period One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting term | 3 years | ||
Grant date fair value (USD per share) | $ 40.64 | ||
Performance Period One | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accounting grant date (in shares) | 121,764 | ||
Performance Period One | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accounting grant date (in shares) | 304,410 | ||
Performance Period Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting term | 5 years | ||
Grant date fair value (USD per share) | $ 40.64 | ||
Performance Period Two | Third Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting right percentage | 33.00% | ||
Performance Period Two | Fourth Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting right percentage | 33.00% | ||
Performance Period Two | Fifth Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting right percentage | 33.00% | ||
Performance Period Two | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accounting grant date (in shares) | 411,412 | ||
Performance Period Two | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accounting grant date (in shares) | 1,028,530 |
Stock-Based Awards - Stock-Base
Stock-Based Awards - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share based compensation expense | $ 19,479 | $ 15,849 |
Cost of revenue | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share based compensation expense | 1,002 | 1,210 |
Sales and marketing | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share based compensation expense | 6,246 | 6,754 |
Research and development | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share based compensation expense | 2,308 | 2,102 |
General and administrative | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share based compensation expense | 4,487 | 5,783 |
Restructuring | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share based compensation expense | $ 5,436 | $ 0 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) expense | $ 533 | $ 571 |
Effective income tax rate | (3.40%) | (3.70%) |
Potential reduction in unrecognized tax benefit | $ 1,100 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |||
Workforce reduction percent | 6.00% | ||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | $ 7,725 | $ 0 | |
Restructuring expense incurred | 9,200 | ||
Stock-Based Compensation Expense | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 5,400 | ||
Restructuring expense incurred | 5,500 | ||
Employee Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 2,300 | ||
Restructuring expense incurred | $ 3,700 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Services provided to related party at no charge | $ 0.8 | $ 0.8 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | 1 Months Ended | 3 Months Ended | |
May 04, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | |
Restricted Stock Units (RSUs) | |||
Subsequent Event [Line Items] | |||
Restricted stock units granted (in shares) | 840,872 | ||
Subsequent Event | Performance Based Restricted Stock Units | |||
Subsequent Event [Line Items] | |||
Expected to vest (in shares) | 57,144 | ||
Share-based payment award, award vesting period | 5 years | ||
Subsequent Event | Restricted Stock Units (RSUs) | |||
Subsequent Event [Line Items] | |||
Share-based payment award, award vesting period | 4 years | ||
Restricted stock units granted (in shares) | 400,626 | ||
Subsequent Event | Maximum | Performance Based Restricted Stock Units | |||
Subsequent Event [Line Items] | |||
Expected to vest (in shares) | 142,860 |