COVER PAGE
COVER PAGE - shares | 3 Months Ended | |
Mar. 31, 2020 | May 07, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35098 | |
Entity Registrant Name | Cornerstone OnDemand, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-4068197 | |
Entity Address, Address Line One | 1601 Cloverfield Blvd. | |
Entity Address, Address Line Two | Suite 620 South | |
Entity Address, City or Town | Santa Monica | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90404 | |
City Area Code | (310) | |
Local Phone Number | 752-0200 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | CSOD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 63,831,865 | |
Amendment Flag | false | |
Entity Central Index Key | 0001401680 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash and cash equivalents | $ 456,154 | $ 215,907 |
Short-term investments | 0 | 201,579 |
Accounts receivable, net | 94,200 | 131,105 |
Deferred commissions, current portion | 33,470 | 33,215 |
Prepaid expenses and other current assets | 33,789 | 30,512 |
Total current assets | 617,613 | 612,318 |
Capitalized software development costs, net | 50,169 | 50,023 |
Property and equipment, net | 33,581 | 36,526 |
Operating right-of-use assets | 70,908 | 72,944 |
Deferred commissions, net of current portion | 70,919 | 74,563 |
Long-term investments | 9,715 | 60,192 |
Intangible assets, net | 18,251 | 9,440 |
Goodwill | 56,282 | 47,453 |
Other assets | 3,947 | 2,642 |
Total assets | 931,385 | 966,101 |
Current liabilities: | ||
Accounts payable | 4,511 | 3,803 |
Accrued expenses | 59,247 | 78,075 |
Deferred revenue, current portion | 300,068 | 339,522 |
Operating lease liabilities, current portion | 8,769 | 7,235 |
Other liabilities | 10,511 | 11,015 |
Total current liabilities | 383,106 | 439,650 |
Convertible notes, net | 294,264 | 293,174 |
Deferred revenue, net of current portion | 6,850 | 6,945 |
Operating lease liabilities, net of current portion | 64,252 | 67,195 |
Other liabilities, non-current | 1,655 | 655 |
Total liabilities | 750,127 | 807,619 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value | 6 | 6 |
Additional paid-in capital | 716,158 | 682,717 |
Accumulated deficit | (538,455) | (524,680) |
Accumulated other comprehensive income | 3,549 | 439 |
Total stockholders’ equity | 181,258 | 158,482 |
Total liabilities and stockholders’ equity | $ 931,385 | $ 966,101 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 150,136 | $ 140,117 |
Cost of revenue | 41,924 | 33,695 |
Gross profit | 108,212 | 106,422 |
Operating expenses: | ||
Sales and marketing | 55,330 | 54,505 |
Research and development | 24,085 | 27,746 |
General and administrative | 24,725 | 22,940 |
Total operating expenses | 110,951 | 105,191 |
(Loss) income from operations | (2,739) | 1,231 |
Other income (expense): | ||
Interest income | 1,728 | 1,990 |
Interest expense | (5,501) | (5,366) |
Other, net | (7,092) | (597) |
Other expense, net | (10,865) | (3,973) |
Loss before income tax provision | (13,604) | (2,742) |
Income tax provision | (171) | (722) |
Net loss | $ (13,775) | $ (3,464) |
Net loss per share, basic and diluted (USD per share) | $ (0.22) | $ (0.06) |
Weighted average common shares outstanding, basic and diluted (in shares) | 61,631 | 59,141 |
Acquisition-related costs | $ 6,811 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (13,775) | $ (3,464) |
Other comprehensive income, net of tax: | ||
Foreign currency translation adjustment | 3,333 | 169 |
Net change in unrealized (losses) gains on investments | (223) | 172 |
Other comprehensive income, net of tax | 3,110 | 341 |
Total comprehensive loss | $ (10,665) | $ (3,123) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Dec. 31, 2018 | 58,886 | ||||
Beginning balance at Dec. 31, 2018 | $ 65,243 | $ 6 | $ 585,387 | $ (520,626) | $ 476 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon the exercise of options (in shares) | 129 | ||||
Issuance of common stock upon the exercise of options | 4,984 | 4,984 | |||
Vesting of restricted stock units (in shares) | 392 | ||||
Stock-based compensation | 17,797 | 17,797 | |||
Net loss | (3,464) | (3,464) | |||
Other comprehensive income, net of tax | 341 | 341 | |||
Ending balance (in shares) at Mar. 31, 2019 | 59,407 | ||||
Ending balance at Mar. 31, 2019 | 84,901 | $ 6 | 608,168 | (524,090) | 817 |
Beginning balance (in shares) at Dec. 31, 2019 | 61,038 | ||||
Beginning balance at Dec. 31, 2019 | $ 158,482 | $ 6 | 682,717 | (524,680) | 439 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon the exercise of options (in shares) | 699 | 699 | |||
Issuance of common stock upon the exercise of options | $ 8,081 | 8,081 | |||
Vesting of restricted stock units (in shares) | 775 | ||||
Stock-based compensation | 25,360 | 25,360 | |||
Net loss | (13,775) | (13,775) | |||
Other comprehensive income, net of tax | 3,110 | 3,110 | |||
Ending balance (in shares) at Mar. 31, 2020 | 62,512 | ||||
Ending balance at Mar. 31, 2020 | $ 181,258 | $ 6 | $ 716,158 | $ (538,455) | $ 3,549 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (13,775) | $ (3,464) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 11,964 | 10,858 |
Accretion of debt discount and amortization of debt issuance costs | 1,090 | 1,027 |
Amortization (accretion) of purchased investment premium or discount, net | 41 | (216) |
Net foreign currency and other loss | 5,585 | 294 |
Stock-based compensation expense | 23,170 | 17,045 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 35,516 | 32,955 |
Deferred commissions | 582 | (4,274) |
Prepaid expenses and other assets | (6,550) | 3,641 |
Accounts payable | 523 | (2,781) |
Accrued expenses | (18,079) | (23,287) |
Deferred revenue | (35,557) | (23,959) |
Other liabilities | 1,478 | (545) |
Net cash provided by operating activities | 5,988 | 7,294 |
Cash flows from investing activities | ||
Purchases of marketable investments | (20,419) | 0 |
Maturities and sales of investments | 272,173 | 170,679 |
Capital expenditures | (971) | (4,243) |
Capitalized software costs | (7,389) | (7,399) |
Cash paid for acquisition, net of cash acquired | (18,639) | 0 |
Net cash provided by investing activities | 224,755 | 159,037 |
Cash flows from financing activities | ||
Proceeds from employee stock plans | 10,130 | 6,840 |
Net cash provided by financing activities | 10,130 | 6,840 |
Effect of exchange rate changes on cash and cash equivalents | (626) | 248 |
Net increase in cash and cash equivalents | 240,247 | 173,419 |
Cash and cash equivalents at beginning of period | 215,907 | 183,596 |
Cash and cash equivalents at end of period | 456,154 | 357,015 |
Supplemental cash flow data | ||
Cash paid for interest | 8,625 | 8,685 |
Cash paid for income taxes | 955 | 390 |
Non-cash investing and financing activities: | ||
Assets acquired under capital leases and other financing arrangements | 0 | 485 |
Capitalized assets financed by accounts payable and accrued expenses | 176 | 1,789 |
Capitalized stock-based compensation | $ 2,190 | $ 752 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Company Overview Cornerstone OnDemand, Inc. (“Cornerstone” or the “Company”) is a leading global provider of people development solutions, delivered as software-as-a-service (“SaaS”). The Company helps organizations around the globe recruit, train, and manage their employees. The Company’s solution combines the world’s leading unified talent management solutions with state-of-the-art analytics and HR administration solutions to enable organizations to manage the entire employee lifecycle. Its focus on continuous learning and development helps organizations empower employees to realize their potential and drive success. On April 22, 2020, the Company acquired Saba Software, Inc. (“Saba”), a provider of talent experience solutions. The Company works with customers across all geographies, vertical markets, and market segments. Its Learning, Performance, Recruiting, and HR administration solutions help with sourcing, recruiting, and onboarding new hires; managing training and development requirements; nurturing knowledge sharing and collaboration among employees; goal setting reviews, competency management, and continuous feedback; linking compensation to performance; identifying development plans based on performance gaps; streamlining employee data management, self-service, and compliance reporting; and then utilizing state-of-the-art analytics capabilities to make smarter, more-informed decisions using data from across the solution for talent mobility, engagement, and development so that HR and leadership can focus on strategic initiatives to help their organizations succeed. The Company’s management has determined that the Company operates in one segment as it only reports financial information on an aggregated and consolidated basis to the Company’s founder and chief executive officer, who is the Company’s chief operating decision maker. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements. These unaudited condensed financial statements are presented in accordance with (i) accounting standards generally accepted in the United States of America (“GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements include all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim periods presented. Results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, for any other interim period, or for any other future year. Recently Adopted Accounting Pronouncements Effective January 1, 2020, the Company adopted the requirements of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using a modified retrospective method of adoption. All amounts and disclosures set forth in this Quarterly Report on Form 10-Q have been updated to comply with this new standard with results for reporting periods beginning after January 1, 2020 presented under ASU 2016-13, while prior period amounts and disclosures were not adjusted and continue to be reported under the accounting standards in effect for the prior period. ASU 2016-13 replaces the incurred loss methodology with an expected loss methodology, referred to as current expected credit loss (“CECL”), for financial instruments, including accounts receivables. The cumulative effect of adopting ASU 2016-13 did not have a material impact on the Company's accumulated deficit as of January 1, 2020. The Company's expected loss allowance methodology for accounts receivable is developed using historical collection experience, consideration of current and anticipated future economic conditions, and other relevant data. As of March 31, 2020 the allowance for credit losses increased by $0.5 million using the CECL methodology. On January 1, 2020, the Company adopted Accounting Standards Update No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement (“ASU 2018-15”), using a prospective method of adoption. ASU 2018-15 aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset and which costs to expense. The adoption did not have a material impact on the Company’s condensed consolidated financial statements for the three months ended March 31, 2020. Accounting Pronouncements Pending Adoption In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which enhances and simplifies various aspects of income tax accounting guidance. The guidance is effective for the Company in the first quarter of 2021, although early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2019-12 on its consolidated financial statements. Summary of Significant Accounting Policies |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS On January 24, 2020, the Company purchased all of the outstanding shares of Clustree SAS (“Clustree”), a developer of a skills engine and skills ontology. The Company paid cash consideration of approximately $18.6 million. The purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date with the excess recorded as goodwill, none of which is expected to be deductible for tax purposes. The goodwill generated from this transaction is primarily attributable to the ability to enhance the Company's product portfolio. Acquisition-related costs of $0.3 million were expensed as incurred during the three months ended March 31, 2020 and were recorded within acquisition-related costs in the condensed consolidated statement of operations. The final allocation of purchase consideration to certain assets and liabilities, primarily related to taxes and assumed liabilities, remains in process as the Company continues to evaluate certain estimates and assumptions during the measurement period (up to one year from the acquisition date). The Company's preliminary allocation of the total purchase consideration as of January 24, 2020 is summarized below (in thousands): Fair Value Tangible assets $ 1,275 Intangible assets - developed technology 9,800 Intangible assets - customer relationships 800 Goodwill 8,875 Deferred tax liabilities (1,020) Accounts payable and accrued expenses (755) Deferred revenue (336) Net assets acquired $ 18,639 The intangible assets related to developed technology and customer relationships are amortized on a straight-line basis over three years to cost of revenue and two years to sales and marketing expense, respectively. Pro forma results of operations have not been presented as the impact of the acquisition is not material to the Company’s financial results. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table presents the Company’s basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended March 31, 2020 2019 Net loss $ (13,775) $ (3,464) Net loss per share, basic and diluted $ (0.22) $ (0.06) Weighted-average shares of common stock outstanding, basic and diluted 61,631 59,141 The potential shares of common stock that would have a dilutive impact are computed using the treasury stock method or the if-converted method, as applicable. The following potential shares were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive (in thousands): Three Months Ended March 31, 2020 2019 Options to purchase common stock, restricted stock units, and performance-based restricted stock units 7,240 10,029 Shares issuable pursuant to employee stock purchase plan 173 96 Convertible notes 7,143 7,143 Total shares excluded from net loss per share 14,556 17,268 |
CASH AND INVESTMENTS
CASH AND INVESTMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
CASH AND INVESTMENTS | CASH AND INVESTMENTS The Company’s investments in marketable and non-marketable securities are made pursuant to its investment policy, which has established guidelines relative to the diversification of the Company’s investments and their maturities, with the principal objective of capital preservation and maintaining liquidity that is sufficient to meet cash flow requirements. The following is a summary of cash and marketable investments, including those that meet the definition of a cash equivalent, as of March 31, 2020 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash $ 450,658 $ — $ — $ 450,658 Cash equivalents: Money market funds 2,496 — — 2,496 Commercial paper 3,000 — — 3,000 Total cash equivalents 5,496 — — 5,496 Total cash and cash equivalents $ 456,154 $ — $ — $ 456,154 The following is a summary of cash and marketable investments, including those that meet the definition of a cash equivalent, as of December 31, 2019 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash $ 67,818 $ — $ — $ 67,818 Cash equivalents: Money market funds 126,075 — — 126,075 Corporate bonds 1,000 — — 1,000 Agency bonds 6,485 1 — 6,486 Commercial paper 9,609 — (1) 9,608 Certificates of deposit 171 — — 171 US treasury securities 4,749 — — 4,749 Total cash equivalents 148,089 1 (1) 148,089 Total cash and cash equivalents $ 215,907 $ 1 $ (1) $ 215,907 Short-term investments: Corporate bonds $ 103,130 $ 110 $ (7) $ 103,233 Agency bonds 3,966 2 — 3,968 US treasury securities 50,703 62 (1) 50,764 Commercial paper 23,827 1 — 23,828 Certificates of deposit 3,936 2 (1) 3,937 Asset-backed securities 15,837 12 — 15,849 Total short-term investments $ 201,399 $ 189 $ (9) $ 201,579 Long-term marketable investments: Corporate bonds $ 19,407 $ 12 $ (4) $ 19,415 US treasury securities 19,300 25 — 19,325 Asset-backed securities 11,693 10 (1) 11,702 Total long-term marketable investments $ 50,400 $ 47 $ (5) $ 50,442 During the three months ended March 31, 2020, the Company recognized a $1.9 million realized loss on the sale of available-for-sale securities. Realized gains and losses for sales of investments during the three months ended March 31, 2019 were not significant. As of March 31, 2020, the Company’s remaining investments in commercial paper had a weighted-average maturity date of less than one month. Unrealized gains and losses on investments were not significant individually or in aggregate as of March 31, 2020 and December 31, 2019. The Company’s long-term investments are composed of the following (in thousands): March 31, December 31, 2020 2019 Long-term marketable investments $ — $ 50,442 Non-marketable investments 9,715 9,750 Total long-term investments $ 9,715 $ 60,192 The Company’s non-marketable investments are composed of the following (in thousands): March 31, December 31, 2020 2019 Accounted for at cost, adjusted for observable price changes $ 1,750 $ 1,750 Accounted for using the equity method 7,965 8,000 Total non-marketable investments $ 9,715 $ 9,750 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Finite-lived Intangibles The Company has finite-lived intangible assets which are amortized over their estimated useful lives on a straight-line basis. The following table presents the gross carrying amount and accumulated amortization of finite-lived intangible assets (in thousands): March 31, 2020 December 31, 2019 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 3.0 $ 19,749 $ (5,730) $ 14,019 $ 39,984 $ (34,268) $ 5,716 Content library 5.5 4,700 (1,189) 3,511 4,700 (976) 3,724 Customer relationships 2.0 800 (79) 721 — — — Total $ 25,249 $ (6,998) $ 18,251 $ 44,684 $ (35,244) $ 9,440 During the first quarter of 2020, the gross carrying amount and accumulated amortization of fully amortized intangible assets were written off. Amortization of customer relationships is recorded in sales and marketing expense in the accompanying condensed consolidated statements of operations; amortization for all other finite-lived intangibles is recorded in cost of revenue. Total amortization expense was $1.7 million and $1.3 million for the three months ended March 31, 2020 and 2019, respectively. The following table presents the Company's estimate of remaining amortization expense for finite-lived intangible assets that existed as of March 31, 2020 (in thousands): 2020 - remaining period $ 5,877 2021 6,884 2022 4,129 2023 1,055 2024 306 Estimated remaining amortization expense $ 18,251 The Company evaluates the recoverability of its long-lived assets with finite useful lives, including intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company does not believe there were any negative qualitative factors impacting the recoverability of the carrying values as of March 31, 2020. There were no impairment charges related to identifiable intangible assets for the three months ended March 31, 2020 and 2019. Goodwill The following table presents the carrying amount of goodwill (in thousands): Balance as of December 31, 2019 $ 47,453 Goodwill resulting from acquisition 8,875 Effect of foreign currency translation (46) Balance as of March 31, 2020 $ 56,282 |
OTHER BALANCE SHEET AMOUNTS
OTHER BALANCE SHEET AMOUNTS | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
OTHER BALANCE SHEET AMOUNTS | OTHER BALANCE SHEET AMOUNTS Property and Equipment, net The balance of property and equipment, net is as follows (in thousands): Useful Life March 31, December 31, 2020 2019 Computer equipment and software 3 – 5 years $ 57,139 $ 57,482 Furniture and fixtures 7 years 6,075 6,096 Leasehold improvements 2 – 6 years 22,775 22,800 Total property and equipment 85,989 86,378 Less: accumulated depreciation and amortization (52,408) (49,852) Total property and equipment, net $ 33,581 $ 36,526 Depreciation expense for the three months ended March 31, 2020 and 2019 was $3.1 million and $2.7 million, respectively. Accrued Expenses The balance of accrued expenses is as follows (in thousands): March 31, December 31, 2020 2019 Accrued compensation $ 26,025 $ 33,626 Accrued commissions 7,670 18,834 Accrued interest 4,313 8,625 Other accrued expenses 21,239 16,990 Total accrued expenses $ 59,247 $ 78,075 Deferred Commissions The Company defers commissions paid to its sales force and related payroll taxes as these amounts are incremental costs of obtaining a contract with a customer and are recoverable from future revenue due to the non-cancelable customer agreements that gave rise to the commissions. These deferred commissions are then amortized over the related benefit period. For the three months ended March 31, 2020 and 2019, the Company recognized $9.1 million and $8.7 million, in commissions expense, respectively, which was recorded in sales and marketing expense. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal, or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs are based on market data obtained from independent sources. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last one is considered unobservable: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that management has the ability to access at the measurement date. • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – Unobservable inputs. Assets and liabilities measured at fair value on a recurring basis included the following (in thousands): March 31, 2020 December 31, 2019 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 5,496 $ 5,496 $ — $ — $ 148,089 $ 148,089 $ — $ — Corporate bonds — — — — 122,648 — 122,648 — Agency bonds — — — — 3,968 — 3,968 — US treasury securities — — — — 70,089 — 70,089 — Commercial paper — — — — 23,828 — 23,828 — Certificate of deposit — — — — 3,937 3,937 — — Asset-backed securities — — — — 27,551 — 27,551 — Total $ 5,496 $ 5,496 $ — $ — $ 400,110 $ 152,026 $ 248,084 $ — At March 31, 2020 cash equivalents of $5.5 million consisted of money market funds and commercial paper with original maturities of three months or less on the date of purchase. At December 31, 2019, cash equivalents of $148.1 million consisted of money market funds with original maturity dates of three months or less backed by US Treasury bills, as well as corporate bonds, agency bonds, commercial paper, certificates of deposit, and US treasury securities. As of March 31, 2020, all investments were classified within Level 1 of the fair value hierarchy. At December 31, 2019, agency bonds, asset-backed securities, corporate bonds, US treasury securities, and commercial paper were classified within Level 2 of the fair value hierarchy. The instruments were valued using information obtained from pricing services, which obtained quoted market prices from a variety of industry data providers, security master files from large financial institutions, and other third-party sources. The Company performed supplemental analysis to validate information obtained from its pricing services. As of March 31, 2020 and December 31, 2019, no adjustments were made to such pricing information. Convertible Notes |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Convertible Notes In 2017, the Company issued $300.0 million principal amount of 5.75% senior convertible notes (the “Convertible Notes”) for a purchase price equal to 98% of the principal amount. The Company received net proceeds of $284.9 million, net of a discount of $6.0 million and issuance costs of $9.1 million. The debt discount is being accreted to interest expense over the term of the Convertible Notes using the interest method. The issuance costs were deferred and are being amortized to interest expense over the same term. The Convertible Notes are governed by an Indenture, dated December 8, 2017 between the Company and US Bank National Association, as trustee (the “2017 Indenture”). The Convertible Notes originally matured on July 1, 2021, unless earlier repurchased or converted. Interest is payable semi-annually in arrears on January 1 and July 1, commencing January 1, 2018. The Convertible Notes are convertible at an initial conversion rate of 23.8095 shares of the Company’s common stock per $1,000 principal amount of the Convertible Notes, which represents an initial conversion price of $42.00 per share, subject to adjustment for anti-dilutive issuances, voluntary increases in the conversion rate, and make-whole adjustments upon a fundamental change. A fundamental change includes a change in control, delisting of the Company’s common stock, and a liquidation of the Company. Upon conversion, the Company will deliver the applicable number of the Company’s common stock and cash in lieu of any fractional shares. Holders of the Convertible Notes may convert their Convertible Notes at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date. The holders of the Convertible Notes may require the Company to repurchase all or a portion of their Convertible Notes at a cash repurchase price equal to 100% of the principal amount of the notes being repurchased, plus the remaining scheduled interest through and including the maturity date, upon a fundamental change and events of default, including non-payment of interest or principal and other obligations under the 2017 Indenture. On April 20, 2020, the Company entered into the First Supplemental Indenture to the 2017 Indenture with US Bank National Association, as trustee (the “Supplemental Indenture”). Upon the completion of the acquisition of Saba on April 22, 2020, the Supplemental Indenture became effective, which amended the 2017 Indenture to permit the Company to incur additional indebtedness and extend the maturity date of the Convertible Notes to March 17, 2023. In connection with this amendment, the Company paid approximately $3.0 million in consent fees to the holders of the majority of the Convertible Notes. The net carrying amounts of the liability components of the Convertible Notes consist of the following (in thousands): March 31, 2020 December 31, 2019 Principal amount $ 300,000 $ 300,000 Unamortized debt discount (2,260) (2,691) Net carrying amount before unamortized debt issuance costs 297,740 297,309 Unamortized debt issuance costs (3,476) (4,135) Net carrying value $ 294,264 $ 293,174 The effective interest rate of the liability component is 6.4% for the Convertible Notes. The following table presents the interest expense recognized related to the Convertible Notes (in thousands): Three Months Ended March 31, 2020 2019 Contractual interest expense $ 4,313 $ 4,313 Amortization of debt issuance costs 663 623 Accretion of debt discount 431 404 Total $ 5,407 $ 5,340 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS ’ EQUITY Common Stock As of March 31, 2020 and December 31, 2019 there were 1,000,000,000 shares of common stock authorized. As of March 31, 2020 and December 31, 2019 there were 62,512,123 and 61,037,517 shares issued and outstanding, respectively. Share Repurchase Programs In August 2019, the Company’s board of directors authorized a $150.0 million share repurchase program of its common stock (the “2019 Share Repurchase Program”). The 2019 Share Repurchase Program is set to terminate when the aggregate cost of shares repurchased under the 2019 Share Repurchase Program reaches $150.0 million. Share repurchases may be executed through various means, including, without limitation, open market transactions, privately negotiated transactions, or otherwise. The timing and amount of any share repurchase will depend on share price, corporate and regulatory requirements, economic and market conditions, and other factors. At April 1, 2020, $127.6 million remained available for repurchase of shares under the 2019 Share Repurchase Program. There were no share repurchases under the 2019 Share Repurchase Program during the three months ended March 31, 2020. |
STOCK-BASED AWARDS
STOCK-BASED AWARDS | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED AWARDS | STOCK-BASED AWARDS Stock Options Stock option activity is summarized as follows (in thousands, except per share and term information): Number of Shares Weighted- Weighted- Aggregate Intrinsic Value 1 Outstanding, December 31, 2019 2,851 $ 30.97 3.1 $ 78,580 Exercised (699) 11.51 Forfeited (155) 41.74 Outstanding, March 31, 2020 1,997 $ 36.96 3.4 $ 7,301 Exercisable at March 31, 2020 1,993 $ 36.96 3.4 $ 7,301 Vested and expected to vest at March 31, 2020 1,995 $ 36.96 3.4 $ 7,301 1 Based on the Company’s closing stock price of $31.75 on March 31, 2020 and $58.55 on December 31, 2019. There were no stock options granted for the three months ended March 31, 2020 and 2019. Restricted Stock Units Restricted stock unit (“RSU”) activity is summarized as follows (shares in thousands): Number of Shares Weighted- Unvested shares at December 31, 2019 3,756 $ 47.76 Granted 368 40.46 Forfeited (88) 50.62 Vested (775) 43.55 Unvested shares at March 31, 2020 3,261 $ 47.86 Unrecognized compensation expense related to unvested RSUs was $116.9 million at March 31, 2020, which is expected to be recognized over a weighted-average period of 2.5 years. Performance-Based Restricted Stock Units Performance-based restricted stock unit (“PRSU”) activity is summarized as follows (shares in thousands): Number of Shares Weighted- Unvested shares at December 31, 2019 1 1,752 $ 44.21 Granted 230 41.39 Unvested shares at March 31, 2020 1 1,982 $ 43.88 1 Assumes maximum achievement of the specified financial targets. Unrecognized compensation expense related to unvested PRSUs was $18.4 million at March 31, 2020, which is expected to be recognized over a weighted-average period of 1.9 years. Employee Stock Purchase Plan Under the Company’s 2010 Employee Stock Purchase Plan (“ESPP”), eligible employees are granted the right to purchase shares at the lower of 85% of the fair value of the stock at the time of grant or 85% of the fair value at the time of exercise. The right to purchase shares is granted semi-annually for six month offering periods each June and December. Under the ESPP, 3,846,143 shares remained available for issuance at March 31, 2020. During the three months ended March 31, 2020, no shares were purchased under the ESPP. Stock-Based Compensation Stock-based compensation expense is reflected in the accompanying condensed consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2020 2019 Cost of revenue $ 2,701 $ 1,136 Sales and marketing 8,584 6,047 Research and development 4,800 4,196 General and administrative 7,085 5,666 Total $ 23,170 $ 17,045 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s income tax provision was approximately $0.2 million and $0.7 million with an effective income tax rate of (1.3)% and (26.3)% for the three months ended March 31, 2020 and 2019, respectively. The Company’s effective tax rate differs from the statutory rate primarily due to the change in the valuation allowance on the Company’s deferred tax assets and foreign income taxes. The income tax provision is related to domestic income, certain foreign income, and withholding taxes. The Company does not have a material tax provision in the most significant jurisdictions in which it operates, such as the United States and United Kingdom, as it has historically generated losses. The Company has recorded a full valuation allowance against the net deferred tax assets and the Company does not currently anticipate recording an income tax benefit related to these deferred tax assets or current year losses. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Commitments In March 2020, the Company entered into an agreement with a provider of cloud computing services which obligates us to pay $84.6 million over approximately 7 years. Letters of Credit The Company maintains standby letters of credit in association with other contractual arrangements. Total letters of credit outstanding at March 31, 2020 and December 31, 2019 were $8.1 million and $8.3 million, respectively. Guarantees and Indemnifications The Company has made guarantees and indemnities under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions, including revenue transactions in the ordinary course of business. The Company is obligated to indemnify its directors and officers to the maximum extent permitted under the laws of the State of Delaware. However, the Company has a directors and officers insurance policy that may reduce its exposure in certain circumstances and may enable it to recover a portion of future amounts that may be payable, if any. The duration of the guarantees and indemnities varies and, in many cases, is indefinite but subject to statutes of limitations. To date, the Company has made no payments related to these guarantees and indemnities. The Company estimates the fair value of its indemnification obligations as insignificant based on this history and the Company’s insurance coverage and, therefore, has not recorded any liability for these guarantees and indemnities in the accompanying condensed consolidated balance sheets. Litigation The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. If the Company determines that it is probable that a loss has been incurred and the amount is reasonably estimable, the Company will record a liability. The Company has determined that it does not have a potential liability related to any legal proceedings or claims that would individually, or in the aggregate, have a significant adverse effect on its financial condition or operating results. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES | LEASES The Company has various non-cancelable operating leases for its offices and data centers. These arrangements have remaining lease terms ranging from one one The components of lease cost related to the Company's operating leases is as follows (in thousands): Three Months Ended March 31, 2020 2019 Operating lease cost $ 3,969 $ 3,821 Sublease income (1,037) (810) Net lease cost $ 2,932 $ 3,011 Supplemental cash flow information related to leases is as follows (in thousands): Three Months Ended March 31, 2020 2019 Cash paid for operating leases $ 2,629 $ 2,601 Right-of-use assets obtained in exchange for lease obligations 1,062 5,452 Supplemental balance sheet information related to the Company's operating leases is as follows (dollars in thousands): March 31 December 31 2020 2019 Operating lease right-of-use assets $ 70,908 $ 72,944 Operating lease liabilities (current and non-current) $ 73,021 $ 74,430 Weighted-average remaining lease term 4.5 years 6 years Weighted-average incremental borrowing rate 3.3 % 3.3 % Maturities of the Company’s operating lease liabilities at March 31, 2020 are as follows (in thousands): 2020 - remaining period $ 12,614 2021 16,199 2022 15,822 2023 15,830 2024 8,063 Thereafter 18,662 Total lease payments $ 87,190 Less: Imputed interest 1 (14,169) Present value of operating lease liabilities $ 73,021 1 Calculated using the incremental borrowing rate for each lease. |
REVENUE, DEFERRED REVENUE, AND
REVENUE, DEFERRED REVENUE, AND REMAINING PERFORMANCE OBLIGATIONS | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE, DEFERRED REVENUE, AND REMAINING PERFORMANCE OBLIGATIONS | REVENUE, DEFERRED REVENUE, AND REMAINING PERFORMANCE OBLIGATIONS Disaggregation of Revenue The following table sets forth the Company's sources of revenue (in thousands): Three Months Ended March 31, 2020 2019 Subscription revenue $ 144,421 $ 131,256 Professional services revenue 5,715 8,861 Total revenue $ 150,136 $ 140,117 Revenue by geographic region, which is generally based on the address of the Company's customers as defined in their master subscription agreements, is set forth below (in thousands): Three Months Ended March 31, 2020 2019 United States $ 97,918 $ 90,596 All other countries 52,218 49,521 Total revenue $ 150,136 $ 140,117 Deferred Revenue The Company recognized $134.2 million and $123.4 million of revenue during the three months ended March 31, 2020 and 2019, respectively, that was included in the deferred revenue balances as of December 31, 2019 and 2018, respectively. Transaction Price Allocated to Remaining Performance Obligations As of March 31, 2020, approximately $904.3 million of revenue is expected to be recognized from remaining performance obligations. This amount mainly comprises subscription revenue, with less than 2% attributable to professional services and other revenue. The Company expects to recognize revenue on approximately two-thirds of these remaining performance obligations over the next 18 months, with the balance recognized thereafter. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONSThe Cornerstone OnDemand Foundation (the “Foundation”) empowers communities in the United States and internationally by increasing the impact of the non-profit sector through the utilization of people development technology including the Company’s products. The Company’s 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, 2020 and 2019, the Company provided at no charge certain resources to the Foundation, with approximate values of $1.1 million and $1.2 million, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On April 22, 2020, the Company completed its previously announced acquisition of Saba for an aggregate purchase price of approximately $1.295 billion, consisting of $1.262 billion in cash and 1,110,352 shares of common stock of the Company. The purchase price will be allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The Company is determining the purchase price allocation and will record its initial fair value estimates during the three months ending June 30, 2020. In connection with the acquisition, on April 22, 2020, the Company incurred $1.0047 billion of debt in the form of a senior secured first lien term loan B facility with Morgan Stanley Senior Funding, Inc., Credit Suisse AG, Cayman Island Branch, Bank of America, N.A., Deutsche Bank AG New York Branch, Jefferies Finance LLC, and BMO Capital Markets Corp. (the “Term Loan Facility”); and a five Additionally, on April 20, 2020, the Company entered into the Supplemental Indenture with US Bank National Association, as trustee. Upon the completion of the Saba acquisition, the Supplemental Indenture became effective, which amended the 2017 Indenture to permit the incurrence of the indebtedness under the credit agreement and extend the maturity date of the Convertible Notes to March 17, 2023. In connection with this amendment, the Company paid approximately $3.0 million in consent fees to the holders of the majority of the Convertible Notes. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements. These unaudited condensed financial statements are presented in accordance with (i) accounting standards generally accepted in the United States of America (“GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements include all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim periods presented. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements Effective January 1, 2020, the Company adopted the requirements of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using a modified retrospective method of adoption. All amounts and disclosures set forth in this Quarterly Report on Form 10-Q have been updated to comply with this new standard with results for reporting periods beginning after January 1, 2020 presented under ASU 2016-13, while prior period amounts and disclosures were not adjusted and continue to be reported under the accounting standards in effect for the prior period. ASU 2016-13 replaces the incurred loss methodology with an expected loss methodology, referred to as current expected credit loss (“CECL”), for financial instruments, including accounts receivables. The cumulative effect of adopting ASU 2016-13 did not have a material impact on the Company's accumulated deficit as of January 1, 2020. The Company's expected loss allowance methodology for accounts receivable is developed using historical collection experience, consideration of current and anticipated future economic conditions, and other relevant data. As of March 31, 2020 the allowance for credit losses increased by $0.5 million using the CECL methodology. On January 1, 2020, the Company adopted Accounting Standards Update No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement (“ASU 2018-15”), using a prospective method of adoption. ASU 2018-15 aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset and which costs to expense. The adoption did not have a material impact on the Company’s condensed consolidated financial statements for the three months ended March 31, 2020. Accounting Pronouncements Pending Adoption In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which enhances and simplifies various aspects of income tax accounting guidance. The guidance is effective for the Company in the first quarter of 2021, although early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2019-12 on its consolidated financial statements. Summary of Significant Accounting Policies |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Allocation of Purchase Price | The Company's preliminary allocation of the total purchase consideration as of January 24, 2020 is summarized below (in thousands): Fair Value Tangible assets $ 1,275 Intangible assets - developed technology 9,800 Intangible assets - customer relationships 800 Goodwill 8,875 Deferred tax liabilities (1,020) Accounts payable and accrued expenses (755) Deferred revenue (336) Net assets acquired $ 18,639 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | The following table presents the Company’s basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended March 31, 2020 2019 Net loss $ (13,775) $ (3,464) Net loss per share, basic and diluted $ (0.22) $ (0.06) Weighted-average shares of common stock outstanding, basic and diluted 61,631 59,141 |
Anti-Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share | The following potential shares were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive (in thousands): Three Months Ended March 31, 2020 2019 Options to purchase common stock, restricted stock units, and performance-based restricted stock units 7,240 10,029 Shares issuable pursuant to employee stock purchase plan 173 96 Convertible notes 7,143 7,143 Total shares excluded from net loss per share 14,556 17,268 |
CASH AND INVESTMENTS (Tables)
CASH AND INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cash, Cash Equivalents and Investments | The following is a summary of cash and marketable investments, including those that meet the definition of a cash equivalent, as of March 31, 2020 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash $ 450,658 $ — $ — $ 450,658 Cash equivalents: Money market funds 2,496 — — 2,496 Commercial paper 3,000 — — 3,000 Total cash equivalents 5,496 — — 5,496 Total cash and cash equivalents $ 456,154 $ — $ — $ 456,154 The following is a summary of cash and marketable investments, including those that meet the definition of a cash equivalent, as of December 31, 2019 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash $ 67,818 $ — $ — $ 67,818 Cash equivalents: Money market funds 126,075 — — 126,075 Corporate bonds 1,000 — — 1,000 Agency bonds 6,485 1 — 6,486 Commercial paper 9,609 — (1) 9,608 Certificates of deposit 171 — — 171 US treasury securities 4,749 — — 4,749 Total cash equivalents 148,089 1 (1) 148,089 Total cash and cash equivalents $ 215,907 $ 1 $ (1) $ 215,907 Short-term investments: Corporate bonds $ 103,130 $ 110 $ (7) $ 103,233 Agency bonds 3,966 2 — 3,968 US treasury securities 50,703 62 (1) 50,764 Commercial paper 23,827 1 — 23,828 Certificates of deposit 3,936 2 (1) 3,937 Asset-backed securities 15,837 12 — 15,849 Total short-term investments $ 201,399 $ 189 $ (9) $ 201,579 Long-term marketable investments: Corporate bonds $ 19,407 $ 12 $ (4) $ 19,415 US treasury securities 19,300 25 — 19,325 Asset-backed securities 11,693 10 (1) 11,702 Total long-term marketable investments $ 50,400 $ 47 $ (5) $ 50,442 |
Non-Marketable Investments | The Company’s non-marketable investments are composed of the following (in thousands): March 31, December 31, 2020 2019 Accounted for at cost, adjusted for observable price changes $ 1,750 $ 1,750 Accounted for using the equity method 7,965 8,000 Total non-marketable investments $ 9,715 $ 9,750 |
Schedule of Long-Term Investments | The Company’s long-term investments are composed of the following (in thousands): March 31, December 31, 2020 2019 Long-term marketable investments $ — $ 50,442 Non-marketable investments 9,715 9,750 Total long-term investments $ 9,715 $ 60,192 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Gross Carrying Amount and Accumulated Amortization of Finite-lived Intangible Assets | The following table presents the gross carrying amount and accumulated amortization of finite-lived intangible assets (in thousands): March 31, 2020 December 31, 2019 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 3.0 $ 19,749 $ (5,730) $ 14,019 $ 39,984 $ (34,268) $ 5,716 Content library 5.5 4,700 (1,189) 3,511 4,700 (976) 3,724 Customer relationships 2.0 800 (79) 721 — — — Total $ 25,249 $ (6,998) $ 18,251 $ 44,684 $ (35,244) $ 9,440 |
Schedule of Estimated Remaining Intangible Asset Amortization | The following table presents the Company's estimate of remaining amortization expense for finite-lived intangible assets that existed as of March 31, 2020 (in thousands): 2020 - remaining period $ 5,877 2021 6,884 2022 4,129 2023 1,055 2024 306 Estimated remaining amortization expense $ 18,251 |
Carrying Amount of Goodwill | The following table presents the carrying amount of goodwill (in thousands): Balance as of December 31, 2019 $ 47,453 Goodwill resulting from acquisition 8,875 Effect of foreign currency translation (46) Balance as of March 31, 2020 $ 56,282 |
OTHER BALANCE SHEET AMOUNTS (Ta
OTHER BALANCE SHEET AMOUNTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of property and equipment, net | The balance of property and equipment, net is as follows (in thousands): Useful Life March 31, December 31, 2020 2019 Computer equipment and software 3 – 5 years $ 57,139 $ 57,482 Furniture and fixtures 7 years 6,075 6,096 Leasehold improvements 2 – 6 years 22,775 22,800 Total property and equipment 85,989 86,378 Less: accumulated depreciation and amortization (52,408) (49,852) Total property and equipment, net $ 33,581 $ 36,526 |
Schedule of accrued expenses | The balance of accrued expenses is as follows (in thousands): March 31, December 31, 2020 2019 Accrued compensation $ 26,025 $ 33,626 Accrued commissions 7,670 18,834 Accrued interest 4,313 8,625 Other accrued expenses 21,239 16,990 Total accrued expenses $ 59,247 $ 78,075 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value | Assets and liabilities measured at fair value on a recurring basis included the following (in thousands): March 31, 2020 December 31, 2019 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 5,496 $ 5,496 $ — $ — $ 148,089 $ 148,089 $ — $ — Corporate bonds — — — — 122,648 — 122,648 — Agency bonds — — — — 3,968 — 3,968 — US treasury securities — — — — 70,089 — 70,089 — Commercial paper — — — — 23,828 — 23,828 — Certificate of deposit — — — — 3,937 3,937 — — Asset-backed securities — — — — 27,551 — 27,551 — Total $ 5,496 $ 5,496 $ — $ — $ 400,110 $ 152,026 $ 248,084 $ — |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Net Carrying Amount of Debt | The net carrying amounts of the liability components of the Convertible Notes consist of the following (in thousands): March 31, 2020 December 31, 2019 Principal amount $ 300,000 $ 300,000 Unamortized debt discount (2,260) (2,691) Net carrying amount before unamortized debt issuance costs 297,740 297,309 Unamortized debt issuance costs (3,476) (4,135) Net carrying value $ 294,264 $ 293,174 |
Schedule of Interest Expense Recognized | The following table presents the interest expense recognized related to the Convertible Notes (in thousands): Three Months Ended March 31, 2020 2019 Contractual interest expense $ 4,313 $ 4,313 Amortization of debt issuance costs 663 623 Accretion of debt discount 431 404 Total $ 5,407 $ 5,340 |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | Stock option activity is summarized as follows (in thousands, except per share and term information): Number of Shares Weighted- Weighted- Aggregate Intrinsic Value 1 Outstanding, December 31, 2019 2,851 $ 30.97 3.1 $ 78,580 Exercised (699) 11.51 Forfeited (155) 41.74 Outstanding, March 31, 2020 1,997 $ 36.96 3.4 $ 7,301 Exercisable at March 31, 2020 1,993 $ 36.96 3.4 $ 7,301 Vested and expected to vest at March 31, 2020 1,995 $ 36.96 3.4 $ 7,301 1 Based on the Company’s closing stock price of $31.75 on March 31, 2020 and $58.55 on December 31, 2019. |
Schedule of restricted stock unit activity | Restricted stock unit (“RSU”) activity is summarized as follows (shares in thousands): Number of Shares Weighted- Unvested shares at December 31, 2019 3,756 $ 47.76 Granted 368 40.46 Forfeited (88) 50.62 Vested (775) 43.55 Unvested shares at March 31, 2020 3,261 $ 47.86 |
Schedule of performance-based units activity | Performance-based restricted stock unit (“PRSU”) activity is summarized as follows (shares in thousands): Number of Shares Weighted- Unvested shares at December 31, 2019 1 1,752 $ 44.21 Granted 230 41.39 Unvested shares at March 31, 2020 1 1,982 $ 43.88 1 Assumes maximum achievement of the specified financial targets. |
Summary of stock-based compensation expense | Stock-based compensation expense is reflected in the accompanying condensed consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2020 2019 Cost of revenue $ 2,701 $ 1,136 Sales and marketing 8,584 6,047 Research and development 4,800 4,196 General and administrative 7,085 5,666 Total $ 23,170 $ 17,045 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease cost related to the Company's operating leases is as follows (in thousands): Three Months Ended March 31, 2020 2019 Operating lease cost $ 3,969 $ 3,821 Sublease income (1,037) (810) Net lease cost $ 2,932 $ 3,011 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows (in thousands): Three Months Ended March 31, 2020 2019 Cash paid for operating leases $ 2,629 $ 2,601 Right-of-use assets obtained in exchange for lease obligations 1,062 5,452 |
Supplemental Balance Sheet Information of Operating Leases | Supplemental balance sheet information related to the Company's operating leases is as follows (dollars in thousands): March 31 December 31 2020 2019 Operating lease right-of-use assets $ 70,908 $ 72,944 Operating lease liabilities (current and non-current) $ 73,021 $ 74,430 Weighted-average remaining lease term 4.5 years 6 years Weighted-average incremental borrowing rate 3.3 % 3.3 % |
Maturities of Operating Lease Liabilities | Maturities of the Company’s operating lease liabilities at March 31, 2020 are as follows (in thousands): 2020 - remaining period $ 12,614 2021 16,199 2022 15,822 2023 15,830 2024 8,063 Thereafter 18,662 Total lease payments $ 87,190 Less: Imputed interest 1 (14,169) Present value of operating lease liabilities $ 73,021 1 Calculated using the incremental borrowing rate for each lease. |
REVENUE, DEFERRED REVENUE, AN_2
REVENUE, DEFERRED REVENUE, AND REMAINING PERFORMANCE OBLIGATIONS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue by source | The following table sets forth the Company's sources of revenue (in thousands): Three Months Ended March 31, 2020 2019 Subscription revenue $ 144,421 $ 131,256 Professional services revenue 5,715 8,861 Total revenue $ 150,136 $ 140,117 |
Schedule of revenue by geographic area | Revenue by geographic region, which is generally based on the address of the Company's customers as defined in their master subscription agreements, is set forth below (in thousands): Three Months Ended March 31, 2020 2019 United States $ 97,918 $ 90,596 All other countries 52,218 49,521 Total revenue $ 150,136 $ 140,117 |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)segment | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Number of operating segments | segment | 1 |
Accounting Standards Update No. 2016-13 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Increase in allowance for credit loss | $ | $ 0.5 |
BUSINESS COMBINATIONS - Additio
BUSINESS COMBINATIONS - Additional Information (Details) - USD ($) $ in Thousands | Jan. 24, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Business Acquisition [Line Items] | |||
Acquisition-related costs | $ 6,811 | $ 0 | |
Customer relationships | |||
Business Acquisition [Line Items] | |||
Weighted average useful life (in years) | 2 years | ||
Developed technology | |||
Business Acquisition [Line Items] | |||
Weighted average useful life (in years) | 3 years | ||
Clustree | |||
Business Acquisition [Line Items] | |||
Cash paid in acquisition | $ 18,600 | ||
Acquisition-related costs | $ 300 | ||
Clustree | Customer relationships | |||
Business Acquisition [Line Items] | |||
Weighted average useful life (in years) | 2 years | ||
Clustree | Developed technology | |||
Business Acquisition [Line Items] | |||
Weighted average useful life (in years) | 3 years |
BUSINESS COMBINATIONS - Allocat
BUSINESS COMBINATIONS - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jan. 24, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 56,282 | $ 47,453 | |
Clustree | |||
Business Acquisition [Line Items] | |||
Tangible assets | $ 1,275 | ||
Deferred tax liabilities | (1,020) | ||
Accounts payable and accrued expenses | (755) | ||
Deferred revenue | (336) | ||
Net assets acquired | 18,639 | ||
Clustree | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets | 800 | ||
Goodwill | 8,875 | ||
Clustree | Developed technology | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 9,800 |
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, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (13,775) | $ (3,464) |
Net loss per share, basic and diluted (USD per share) | $ (0.22) | $ (0.06) |
Weighted average common shares outstanding, basic and diluted (in shares) | 61,631 | 59,141 |
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, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 14,556 | 17,268 |
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) | 7,240 | 10,029 |
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) | 173 | 96 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 7,143 | 7,143 |
CASH AND INVESTMENTS - Schedule
CASH AND INVESTMENTS - Schedule of Cash, Cash Equivalents, and Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Securities, Available-for-sale [Line Items] | ||
Cash | $ 450,658 | $ 67,818 |
Loss on the sale of available-for-sale securities | 1,900 | |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 122,648 |
Agency bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 3,968 |
Certificates of Deposit [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 3,937 |
US treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 70,089 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 27,551 |
Cash equivalents: | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 5,496 | 148,089 |
Unrealized Gains | 0 | 1 |
Unrealized Losses | 0 | (1) |
Fair Value | 5,496 | 148,089 |
Cash equivalents: | Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,496 | 126,075 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 2,496 | 126,075 |
Cash equivalents: | Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 1,000 | |
Cash equivalents: | Agency bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 6,485 | |
Unrealized Gains | 1 | |
Unrealized Losses | 0 | |
Fair Value | 6,486 | |
Cash equivalents: | Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,000 | 9,609 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | (1) |
Fair Value | 3,000 | 9,608 |
Cash equivalents: | Certificates of Deposit [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 171 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 171 | |
Cash equivalents: | US treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 4,749 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 4,749 | |
Cash and cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 456,154 | 215,907 |
Unrealized Gains | 0 | 1 |
Unrealized Losses | 0 | (1) |
Fair Value | 456,154 | 215,907 |
Short-term investments: | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 201,399 | |
Unrealized Gains | 189 | |
Unrealized Losses | (9) | |
Fair Value | 201,579 | |
Short-term investments: | Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 103,130 | |
Unrealized Gains | 110 | |
Unrealized Losses | (7) | |
Fair Value | 103,233 | |
Short-term investments: | Agency bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,966 | |
Unrealized Gains | 2 | |
Unrealized Losses | 0 | |
Fair Value | 3,968 | |
Short-term investments: | Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 23,827 | |
Unrealized Gains | 1 | |
Unrealized Losses | 0 | |
Fair Value | 23,828 | |
Short-term investments: | Certificates of Deposit [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,936 | |
Unrealized Gains | 2 | |
Unrealized Losses | (1) | |
Fair Value | 3,937 | |
Short-term investments: | US treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 50,703 | |
Unrealized Gains | 62 | |
Unrealized Losses | (1) | |
Fair Value | 50,764 | |
Short-term investments: | Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 15,837 | |
Unrealized Gains | 12 | |
Unrealized Losses | 0 | |
Fair Value | 15,849 | |
Total long-term marketable investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 50,400 | |
Unrealized Gains | 47 | |
Unrealized Losses | (5) | |
Fair Value | $ 0 | 50,442 |
Total long-term marketable investments | Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 19,407 | |
Unrealized Gains | 12 | |
Unrealized Losses | (4) | |
Fair Value | 19,415 | |
Total long-term marketable investments | US treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 19,300 | |
Unrealized Gains | 25 | |
Unrealized Losses | 0 | |
Fair Value | 19,325 | |
Total long-term marketable investments | Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 11,693 | |
Unrealized Gains | 10 | |
Unrealized Losses | (1) | |
Fair Value | $ 11,702 |
CASH AND INVESTMENTS - Addition
CASH AND INVESTMENTS - Additional Information (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | ||
Money market fund maturity date (or less) | 1 month | 3 months |
CASH AND INVESTMENTS - Long-Ter
CASH AND INVESTMENTS - Long-Term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Total long-term marketable investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 0 | $ 50,442 |
Non-marketable investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 9,715 | 9,750 |
Long-term marketable investments: | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 9,715 | $ 60,192 |
CASH AND INVESTMENTS - Non-Mark
CASH AND INVESTMENTS - Non-Marketable Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Investments, Debt and Equity Securities [Abstract] | ||
Accounted for at cost, adjusted for observable price changes | $ 1,750 | $ 1,750 |
Accounted for using the equity method | 7,965 | 8,000 |
Total non-marketable investments | $ 9,715 | $ 9,750 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Gross Carrying Amount and Accumulated Amortization of Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 25,249 | $ 44,684 |
Accumulated Amortization | (6,998) | (35,244) |
Net Carrying Amount | $ 18,251 | 9,440 |
Content library | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 5 years 6 months | |
Gross Carrying Amount | $ 4,700 | 4,700 |
Accumulated Amortization | (1,189) | (976) |
Net Carrying Amount | $ 3,511 | 3,724 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 2 years | |
Gross Carrying Amount | $ 800 | 0 |
Accumulated Amortization | (79) | 0 |
Net Carrying Amount | $ 721 | 0 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 3 years | |
Gross Carrying Amount | $ 19,749 | 39,984 |
Accumulated Amortization | (5,730) | (34,268) |
Net Carrying Amount | $ 14,019 | $ 5,716 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 1,700,000 | $ 1,300,000 | |
Impairment charges | 0 | $ 0 | |
Goodwill | $ 56,282,000 | $ 47,453,000 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Estimated Remaining Intangible Asset Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 - remaining period | $ 5,877 | |
2021 | 6,884 | |
2022 | 4,129 | |
2023 | 1,055 | |
2024 | 306 | |
Net Carrying Amount | $ 18,251 | $ 9,440 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 47,453 |
Goodwill resulting from acquisition | 8,875 |
Effect of foreign currency translation | (46) |
Ending balance | $ 56,282 |
OTHER BALANCE SHEET AMOUNTS - P
OTHER BALANCE SHEET AMOUNTS - Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 85,989 | $ 86,378 | |
Less: accumulated depreciation and amortization | (52,408) | (49,852) | |
Total property and equipment, net | 33,581 | 36,526 | |
Depreciation expense | 3,100 | $ 2,700 | |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 57,139 | 57,482 | |
Computer equipment and software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 3 years | ||
Computer equipment and software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 7 years | ||
Property and equipment, gross | $ 6,075 | 6,096 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 22,775 | $ 22,800 | |
Leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 2 years | ||
Leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 6 years |
OTHER BALANCE SHEET AMOUNTS - A
OTHER BALANCE SHEET AMOUNTS - Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation | $ 26,025 | $ 33,626 |
Accrued commissions | 7,670 | 18,834 |
Accrued interest | 4,313 | 8,625 |
Other accrued expenses | 21,239 | 16,990 |
Total accrued expenses | $ 59,247 | $ 78,075 |
OTHER BALANCE SHEET AMOUNTS - N
OTHER BALANCE SHEET AMOUNTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | ||
Commissions expense | $ 9.1 | $ 8.7 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Asset and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 5,496 | $ 148,089 |
Assets at fair value | 5,496 | 400,110 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 5,496 | 148,089 |
Assets at fair value | 5,496 | 152,026 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Assets at fair value | 0 | 248,084 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Assets at fair value | 0 | 0 |
Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 3,937 |
Certificates of Deposit [Member] | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 3,937 |
Certificates of Deposit [Member] | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Certificates of Deposit [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 122,648 |
Corporate bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Corporate bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 122,648 |
Corporate bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 3,968 |
Agency bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Agency bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 3,968 |
Agency bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
US treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 70,089 |
US treasury securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
US treasury securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 70,089 |
US treasury securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 23,828 |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 23,828 |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 27,551 |
Asset-backed securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Asset-backed securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 27,551 |
Asset-backed securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, at carrying value | $ 5.5 | $ 148.1 |
Money market fund maturity date (or less) | 1 month | 3 months |
Convertible Senior Notes At 5.75%, Maturing 2021 | Convertible notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of convertible debt | $ 353.7 |
DEBT - Additional Information (
DEBT - Additional Information (Detail) | Apr. 20, 2020USD ($) | Dec. 31, 2017USD ($)$ / shares | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||||
Impairment charges | $ 0 | $ 0 | ||||
Convertible notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt discount recorded | 2,260,000 | $ 2,691,000 | ||||
Transaction costs related to the issuance of Notes | $ 3,476,000 | $ 4,135,000 | ||||
Convertible Senior Notes At 5.75%, Maturing 2021 | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Consent fees related to indenture | $ 3,000,000 | |||||
Convertible Senior Notes At 5.75%, Maturing 2021 | Convertible notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt gross proceeds | $ 300,000,000 | $ 300,000,000 | ||||
Debt interest rate | 5.75% | 5.75% | ||||
Debt issuance discount | 98.00% | |||||
Net proceeds from the Notes | $ 284,900,000 | |||||
Debt discount recorded | $ 6,000,000 | 6,000,000 | ||||
Transaction costs related to the issuance of Notes | $ 9,100,000 | $ 9,100,000 | ||||
Initial conversion rate | 0.0238095 | |||||
Conversion price (USD per share) | $ / shares | $ 42 | $ 42 | ||||
Repurchase price of notes | 100.00% | |||||
Effective interest rate | 6.40% |
DEBT - Summary of Net Carrying
DEBT - Summary of Net Carrying Amount of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Net carrying value | $ 294,264 | $ 293,174 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal amount | 300,000 | 300,000 |
Unamortized debt discount | (2,260) | (2,691) |
Net carrying amount before unamortized debt issuance costs | 297,740 | 297,309 |
Unamortized debt issuance costs | (3,476) | (4,135) |
Net carrying value | $ 294,264 | $ 293,174 |
DEBT - Schedule of Interest Exp
DEBT - Schedule of Interest Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Contractual interest expense | $ 4,313 | $ 4,313 |
Amortization of debt issuance costs | 663 | 623 |
Accretion of debt discount | 431 | 404 |
Total | $ 5,407 | $ 5,340 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) - USD ($) | Apr. 01, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2019 |
Equity, Class of Treasury Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||
Common stock, shares issued (in shares) | 62,512,123 | 61,037,517 | ||
Common stock, shares outstanding (in shares) | 62,512,123 | 61,037,517 | ||
Share repurchase program, shares authorized to repurchase | $ 150,000,000 | |||
Subsequent Event | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Amount available for repurchase | $ 127,600,000 |
STOCK-BASED AWARDS - Stock Opti
STOCK-BASED AWARDS - Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Stock Options Outstanding, Shares | ||
Shares outstanding, beginning of period (in shares) | 2,851 | |
Exercised (in shares) | (699) | |
Forfeited (in shares) | (155) | |
Shares outstanding, period end (in shares) | 1,997 | 2,851 |
Stock Options Outstanding, Weighted Average Exercise Price | ||
Weighted-average exercise price, outstanding at beginning of period (USD per share) | $ 30.97 | |
Weighted average exercise price, exercised (USD per share) | 11.51 | |
Weighted average exercise price, forfeited (USD per share) | 41.74 | |
Weighted-average exercise price, outstanding at end of period (USD per share) | $ 36.96 | $ 30.97 |
Stock Options, Additional Disclosures | ||
Weighted-average remaining contractual term, outstanding | 3 years 4 months 24 days | 3 years 1 month 6 days |
Aggregate intrinsic value, outstanding | $ 7,301 | $ 78,580 |
Exercisable at end of period (in shares) | 1,993 | |
Weighted average exercise price, exercisable at end of period (USD per share) | $ 36.96 | |
Weighted-average remaining contractual term, exercisable | 3 years 4 months 24 days | |
Aggregate intrinsic value, exercisable at end of period | $ 7,301 | |
Stock Options Vested and Expected to Vest | ||
Vested and expected to vest at end of period (in shares) | 1,995 | |
Weighted average exercise price, vested and expected to vest at end of period (USD per share) | $ 36.96 | |
Weighted-average remaining contractual term, vested and expected to vest | 3 years 4 months 24 days | |
Aggregate intrinsic value, vested and expected to vest at end of period | $ 7,301 | |
Closing stock price (USD per share) | $ 31.75 | $ 58.55 |
STOCK-BASED AWARDS - Additional
STOCK-BASED AWARDS - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Percent purchase price, grant date, ESPP | 85.00% | |
Percent purchase price, exercise date, ESPP | 85.00% | |
Number of shares issuable under plan (in shares) | 3,846,143 | |
Shares issued under employee stock purchase plan (in shares) | 0 | |
Incentive stock options | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock options granted (in shares) | 0 | 0 |
Restricted Stock Units (RSUs) | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Unrecognized compensation expense related to non-vested restricted stock units | $ 116.9 | |
Unrecognized compensation expense, expected recognition weighted average period | 2 years 6 months | |
Performance Shares | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Unrecognized compensation expense, expected recognition weighted average period | 1 year 10 months 24 days | |
Unrecognized compensation expense | $ 18.4 |
STOCK-BASED AWARDS - Restricted
STOCK-BASED AWARDS - Restricted Stock and Performance-Based Stock Units (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Restricted Stock Units (RSUs) | |
Number of Shares | |
Number of shares, unvested Shares at beginning of period (in shares) | shares | 3,756 |
Number of shares, granted (in shares) | shares | 368 |
Number of shares, forfeited (in shares) | shares | (88) |
Number of shares, vested (in shares) | shares | (775) |
Number of shares, unvested Shares at period end (in share) | shares | 3,261 |
Weighted- Average Grant Date Fair Value | |
Weighted average grant date fair value, unvested shares at beginning of period (in usd per share) | $ / shares | $ 47.76 |
Weighted average grant date fair value, granted (in usd per share) | $ / shares | 40.46 |
Weighted average grant date fair value, forfeited (in usd per share) | $ / shares | 50.62 |
Weighted average grant date fair value, vested (in usd per share) | $ / shares | 43.55 |
Weighted average grant date fair value, unvested shares at period end (in usd per share) | $ / shares | $ 47.86 |
Performance Shares | |
Number of Shares | |
Number of shares, unvested Shares at beginning of period (in shares) | shares | 1,752 |
Number of shares, granted (in shares) | shares | 230 |
Number of shares, unvested Shares at period end (in share) | shares | 1,982 |
Weighted- Average Grant Date Fair Value | |
Weighted average grant date fair value, unvested shares at beginning of period (in usd per share) | $ / shares | $ 44.21 |
Weighted average grant date fair value, granted (in usd per share) | $ / shares | 41.39 |
Weighted average grant date fair value, unvested shares at period end (in usd per share) | $ / shares | $ 43.88 |
STOCK-BASED AWARDS - Stock-Base
STOCK-BASED AWARDS - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share based compensation expense | $ 23,170 | $ 17,045 |
Cost of revenue | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share based compensation expense | 2,701 | 1,136 |
Sales and marketing | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share based compensation expense | 8,584 | 6,047 |
Research and development | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share based compensation expense | 4,800 | 4,196 |
General and administrative | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share based compensation expense | $ 7,085 | $ 5,666 |
INCOME TAXES (Detail)
INCOME TAXES (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | $ 171 | $ 722 |
Effective income tax rate | 1.30% | 26.30% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 1 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Other Commitments [Line Items] | ||
Contractual obligation | $ 84.6 | |
Term of contract obligation | 7 years | |
Letter of Credit | Other Contractual Arrangements | ||
Other Commitments [Line Items] | ||
Letters of credit outstanding | $ 8.1 | $ 8.3 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | $ 3,969 | $ 3,821 |
Sublease income | (1,037) | (810) |
Net lease cost | $ 2,932 | $ 3,011 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 1 year | |
Optional extension period | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 12 years | |
Optional extension period | 5 years |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for operating leases | $ 2,629 | $ 2,601 |
Right-of-use assets obtained in exchange for lease obligations | $ 1,062 | $ 5,452 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information of Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 70,908 | $ 72,944 |
Operating lease liabilities (current and non-current) | $ 73,021 | $ 74,430 |
Weighted-average remaining lease term | 4 years 6 months | 6 years |
Weighted-average incremental borrowing rate | 3.30% | 3.30% |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 - remaining period | $ 12,614 | |
2021 | 16,199 | |
2022 | 15,822 | |
2023 | 15,830 | |
2024 | 8,063 | |
Thereafter | 18,662 | |
Total lease payments | 87,190 | |
Less: Imputed interest | (14,169) | |
Present value of operating lease liabilities | $ 73,021 | $ 74,430 |
REVENUE, DEFERRED REVENUE, AN_3
REVENUE, DEFERRED REVENUE, AND REMAINING PERFORMANCE OBLIGATIONS - Sources of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 150,136 | $ 140,117 |
Subscription revenue | Product Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 144,421 | 131,256 |
Professional services revenue | Product Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 5,715 | $ 8,861 |
REVENUE, DEFERRED REVENUE, AN_4
REVENUE, DEFERRED REVENUE, AND REMAINING PERFORMANCE OBLIGATIONS - Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 150,136 | $ 140,117 |
United States | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 97,918 | 90,596 |
All other countries | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 52,218 | $ 49,521 |
REVENUE, DEFERRED REVENUE, AN_5
REVENUE, DEFERRED REVENUE, AND REMAINING PERFORMANCE OBLIGATIONS - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue recognized | $ 134.2 | $ 123.4 |
Revenue expected to be recognized from remaining obligations | $ 904.3 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | ||
Segment Reporting Information [Line Items] | ||
Percentage of revenue expected to be recognized. | 66.67% | |
Period within obligations expected to be recognized | 18 months |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Services provided to related party at no charge | $ 1.1 | $ 1.2 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) | Apr. 22, 2020 | Apr. 20, 2020 |
Convertible Senior Notes At 5.75%, Maturing 2021 | ||
Subsequent Event [Line Items] | ||
Consent fees related to indenture | $ 3,000,000 | |
Saba Software, Inc. | ||
Subsequent Event [Line Items] | ||
Purchase price | $ 1,295,000,000 | |
Cash paid in acquisition | $ 1,262,000,000 | |
Equity interest transferred (in shares) | 1,110,352 | |
Saba Software, Inc. | Revolving Credit Facility | ||
Subsequent Event [Line Items] | ||
Aggregate principal amount | $ 150,000,000 | |
Available at closing | 50,000,000 | |
Saba Software, Inc. | Letter of Credit | ||
Subsequent Event [Line Items] | ||
Aggregate principal amount | 30,000,000 | |
Saba Software, Inc. | Senior Secured First lien Term Loan B Facility | ||
Subsequent Event [Line Items] | ||
Debt gross proceeds | $ 1,004,700,000 | |
Saba Software, Inc. | Line of Credit | Revolving Credit Facility | ||
Subsequent Event [Line Items] | ||
Term | 5 years |