Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 01, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | CALLIDUS SOFTWARE INC | ||
Entity Central Index Key | 1,035,748 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 842 | ||
Entity Common Stock, Shares Outstanding | 56,273,733 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 77,232 | $ 34,200 |
Short-term investments | 19,977 | 2,766 |
Accounts receivable, net of allowances of $1,310 and $1,063 at December 31, 2015 and 2014, respectively | 43,461 | 41,623 |
Prepaid and other current assets | 11,385 | 10,384 |
Total current assets | 152,055 | 88,973 |
Property and equipment, net | 20,540 | 18,755 |
Goodwill | 50,146 | 46,970 |
Intangible assets, net | 14,885 | 17,757 |
Deposits and other assets | 4,016 | 3,843 |
Total assets | 241,642 | 176,298 |
Current liabilities: | ||
Accounts payable | 3,636 | 2,056 |
Accrued payroll and related expenses | 12,510 | 9,051 |
Accrued expenses | 11,017 | 18,343 |
Deferred revenue | 74,644 | 61,427 |
Capital lease obligations | 0 | 1,001 |
Total current liabilities | 101,807 | 91,878 |
Deferred revenue, noncurrent | 5,186 | 10,195 |
Deferred income taxes, noncurrent | 1,477 | 561 |
Other liabilities | 4,371 | 4,709 |
Revolving line of credit | 0 | 10,481 |
Total liabilities | $ 112,841 | $ 117,824 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued or outstanding | $ 0 | $ 0 |
Common stock, $0.001 par value; 100,000 shares authorized; 58,612 and 51,285 shares issued and 56,273 and 48,946 shares outstanding at December 31, 2015 and 2014, respectively | 56 | 49 |
Additional paid-in capital | 428,776 | 344,312 |
Treasury stock; 2,339 shares at December 31, 2015 and 2014 | (14,430) | (14,430) |
Accumulated other comprehensive loss | (1,735) | (739) |
Accumulated deficit | (283,866) | (270,718) |
Total stockholders' equity | 128,801 | 58,474 |
Total liabilities and stockholders' equity | $ 241,642 | $ 176,298 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 1,310 | $ 1,063 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 58,612,000 | 51,285,000 |
Common stock, shares outstanding | 56,273,000 | 48,946,000 |
Treasury stock, shares | 2,339,000 | 2,339,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Recurring | $ 129,911 | $ 99,807 | $ 81,734 |
Services and license | 43,176 | 36,811 | 30,603 |
Total revenue | 173,087 | 136,618 | 112,337 |
Cost of revenue: | |||
Recurring | 34,306 | 31,282 | 28,741 |
Services and license | 32,145 | 24,756 | 19,048 |
Total cost of revenue | 66,451 | 56,038 | 47,789 |
Gross profit | 106,636 | 80,580 | 64,548 |
Operating expenses: | |||
Sales and marketing | 58,785 | 47,040 | 34,916 |
Research and development | 26,088 | 20,307 | 17,143 |
General and administrative | 33,290 | 26,255 | 22,951 |
Income from settlement and patent licensing | (500) | (500) | (500) |
Restructuring and other | 628 | 1,025 | 1,699 |
Total operating expenses | 118,291 | 94,127 | 76,209 |
Operating loss | (11,655) | (13,547) | (11,661) |
Interest income and other income (expense), net | (522) | 3,504 | 264 |
Interest expense | (180) | (506) | (3,183) |
Debt conversion expense | 0 | 0 | (4,776) |
Loss before provision (benefit) for income taxes | (12,357) | (10,549) | (19,356) |
Provision for income taxes | 791 | 1,012 | 2,055 |
Net loss | $ (13,148) | $ (11,561) | $ (21,411) |
Net loss per share—basic and diluted | |||
Net loss per share (in dollars per share) | $ (0.24) | $ (0.24) | $ (0.55) |
Shares used in basic and diluted per share computation (in shares) | 54,719 | 47,547 | 38,858 |
Comprehensive loss | |||
Net Loss | $ (13,148) | $ (11,561) | $ (21,411) |
Unrealized losses on available-for-sale securities | (15) | (7) | (11) |
Foreign currency translation adjustments | (981) | (897) | (63) |
Comprehensive loss | $ (14,144) | $ (12,465) | $ (21,485) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance as of beginning of period at Dec. 31, 2012 | $ 3,428 | $ 34 | $ 255,331 | $ (14,430) | $ 239 | $ (237,746) |
Balance as of beginning of period (in shares) at Dec. 31, 2012 | 38,538 | 2,339 | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Exercise of stock options under stock incentive plans | 5,055 | $ 1 | 5,054 | |||
Exercise of stock options under stock incentive plans (in shares) | 1,429 | |||||
Issuance of common stock under stock purchase plans | 1,574 | $ 1 | 1,573 | |||
Issuance of common stock under stock purchase plans (in shares) | 435 | |||||
Restricted stock units acquired to settle employee withholding liability | (1,297) | $ 3 | (1,300) | |||
Restricted stock units acquired to settle employee withholding liability (in shares) | 1,544 | |||||
Stock-based compensation | 10,395 | 10,395 | ||||
Conversion of debt to equity | 44,383 | $ 6 | 44,377 | |||
Conversion of debt to equity (in shares) | 5,871 | |||||
Unrealized gain (loss) on investments | (11) | (11) | ||||
Cumulative translation adjustment | (63) | (63) | ||||
Net loss | (21,411) | (21,411) | ||||
Balance as of end of period at Dec. 31, 2013 | 42,053 | $ 45 | 315,430 | $ (14,430) | 165 | (259,157) |
Balance as of end of period (in shares) at Dec. 31, 2013 | 47,817 | 2,339 | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Exercise of stock options under stock incentive plans | 2,870 | $ 1 | 2,869 | |||
Exercise of stock options under stock incentive plans (in shares) | 701 | |||||
Issuance of common stock under stock purchase plans | 1,983 | $ 0 | 1,983 | |||
Issuance of common stock under stock purchase plans (in shares) | 319 | |||||
Restricted stock units acquired to settle employee withholding liability | (1,722) | $ 1 | (1,723) | |||
Restricted stock units acquired to settle employee withholding liability (in shares) | 607 | |||||
Stock-based compensation | 11,813 | 11,813 | ||||
Conversion of debt to equity | 13,942 | $ 2 | 13,940 | |||
Conversion of debt to equity (in shares) | 1,841 | |||||
Unrealized gain (loss) on investments | (7) | (7) | ||||
Cumulative translation adjustment | (897) | (897) | ||||
Net loss | (11,561) | (11,561) | ||||
Balance as of end of period at Dec. 31, 2014 | 58,474 | $ 49 | 344,312 | $ (14,430) | (739) | (270,718) |
Balance as of end of period (in shares) at Dec. 31, 2014 | 51,285 | 2,339 | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Exercise of stock options under stock incentive plans | 2,046 | $ 1 | 2,045 | |||
Exercise of stock options under stock incentive plans (in shares) | 442 | |||||
Issuance of common stock under stock purchase plans | 2,439 | $ 0 | 2,439 | |||
Issuance of common stock under stock purchase plans (in shares) | 256 | |||||
Restricted stock units acquired to settle employee withholding liability | (3,069) | $ 1 | (3,070) | |||
Restricted stock units acquired to settle employee withholding liability (in shares) | 1,339 | |||||
Stock-based compensation | 18,592 | 18,592 | ||||
Conversion of debt to equity | 64,372 | $ 5 | 64,367 | |||
Conversion of debt to equity (in shares) | 5,290 | |||||
Excess tax benefit | 91 | 91 | ||||
Unrealized gain (loss) on investments | (15) | (15) | ||||
Cumulative translation adjustment | (981) | (981) | ||||
Net loss | (13,148) | (13,148) | ||||
Balance as of end of period at Dec. 31, 2015 | $ 128,801 | $ 56 | $ 428,776 | $ (14,430) | $ (1,735) | $ (283,866) |
Balance as of end of period (in shares) at Dec. 31, 2015 | 58,612 | 2,339 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (13,148) | $ (11,561) | $ (21,411) |
Depreciation, Excluding Restructuring | 4,803 | 4,458 | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation expense | 6,011 | 5,503 | 4,458 |
Amortization of intangible assets | 5,687 | 4,971 | 4,825 |
Provision for doubtful accounts | 1,897 | 852 | 999 |
Stock-based compensation | 18,592 | 11,813 | 10,395 |
Deferred income taxes | 26 | (86) | 237 |
Release of valuation allowance | 0 | (265) | 0 |
Excess tax benefits from stock-based compensation | (91) | 0 | 0 |
Loss on disposal of property and equipment | 10 | 43 | 3 |
Amortization of convertible notes issuance cost | 0 | 58 | 485 |
Gain on sale of intangible assets | 0 | (3,862) | 0 |
Net amortization on investments | 133 | 27 | 79 |
Debt conversion expense | 0 | 0 | 4,776 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (2,944) | (11,746) | (7,648) |
Prepaid and other current assets | (972) | (3,749) | 486 |
Other noncurrent assets | (549) | (1,088) | (1,276) |
Accounts payable | 1,413 | (794) | (1,702) |
Accrued expenses and other liabilities | 67 | 6,696 | 106 |
Accrued payroll and related expenses | 3,459 | 1,149 | 1,971 |
Accrued restructuring and other expenses | (131) | (181) | (503) |
Deferred revenue | 7,009 | 11,371 | 17,469 |
Net cash provided by operating activities | 26,469 | 9,151 | 13,749 |
Cash flows from investing activities: | |||
Purchases of investments | (24,479) | (2,784) | (7,434) |
Proceeds from maturities and sale of investments | 7,119 | 7,850 | 12,250 |
Purchases of property and equipment | (13,128) | (7,121) | (1,704) |
Proceeds from sale of intangible assets, net of expenses | 0 | 4,651 | 0 |
Purchases of intangible assets | (827) | (1,112) | (638) |
Acquisitions, net of cash acquired | (4,365) | (15,488) | 0 |
Net cash provided by (used in) investing activities | (35,680) | (14,004) | 2,474 |
Cash flows from financing activities: | |||
Proceed from follow-on offering, net of issuance costs | 64,372 | 0 | 0 |
Proceeds from issuance of common stock | 4,484 | 4,852 | 6,629 |
Restricted stock units acquired to settle employee withholding liability | (3,070) | (1,723) | (1,297) |
Excess tax benefits from stock-based compensation | 91 | 0 | 0 |
Payment of consideration related to acquisitions | (1,802) | (630) | (2,903) |
Payment on debt conversion | 0 | (645) | (4,374) |
Proceeds from Revolver line of credit | (10,481) | 10,481 | 0 |
Payment of principal under capital leases | (1,001) | (1,294) | (2,319) |
Net cash provided by (used in) financing activities | 52,593 | 11,041 | (4,264) |
Effect of exchange rates on cash and cash equivalents | (350) | (283) | (64) |
Net increase in cash and cash equivalents | 43,032 | 5,905 | 11,895 |
Cash and cash equivalents at beginning of period | 34,200 | 28,295 | 16,400 |
Cash and cash equivalents at end of period | 77,232 | 34,200 | 28,295 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest on convertible debt | 0 | 277 | 2,604 |
Cash paid for interest on capital leases | 18 | 59 | 100 |
Cash paid for interest on line of credit | 104 | 0 | 0 |
Cash paid for income taxes | 542 | 182 | 162 |
Noncash investing and financing activities: | |||
Conversion of convertible debt to equity | 0 | 14,197 | 45,018 |
Reclassification of unamortized debt issuance cost to additional paid-in capital as a result of debt conversion | 0 | 253 | 1,037 |
Common stock issued as a premium of debt conversion | 0 | 0 | 402 |
Fixed assets acquired under capital lease | 0 | 0 | 3,851 |
Purchases of property and equipment through accounts payable and other accrued liabilities | $ 5,314 | $ 5,829 | $ 157 |
The Company and Significant Acc
The Company and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Significant Accounting Policies | The Company and Significant Accounting Policies Description of Business Callidus Software Inc. (referred to herein as "CallidusCloud", "Callidus", "we" and "our") is a provider of sales and marketing effectiveness software. The Company provides organizations with a complete suite of Lead-to-Money solutions that identify the right leads, ensure proper territory and quota distribution, train sales forces, automate quote and proposal generation, and streamline sales compensation. Principles of Consolidation The consolidated financial statements include the accounts of Callidus Software, Inc. and its wholly-owned subsidiaries (collectively, the Company), which include wholly-owned subsidiaries in Australia, Canada, Germany, Hong Kong, India, Malaysia, Mexico, Netherlands, New Zealand, Serbia, Singapore, Japan and the United Kingdom. All intercompany transactions and balances have been eliminated in the consolidation. Use of Estimates The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles ("GAAP") as set forth in the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC") and consider the various staff accounting bulletins and other applicable guidance issued by the U.S. Securities and Exchange Commission ("SEC"). These accounting principles require us to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions upon which the Company relies are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions and actual results, the Company's consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result. In addition, illiquid credit markets, volatile equity and foreign currency markets by companies have contributed to the increase in uncertainty in management estimates and assumptions. Also, future events, such as changes in economic environment, cannot be determined with precision, which would cause actual results to differ materially from management's estimates. Such changes in estimates will be reflected in the consolidated financial statements in future periods. Foreign Currency Translation The Company transacts business in various foreign currencies. In general, the functional currency of a foreign operation is the local country’s currency. Accordingly, the foreign currencies are translated into U.S. Dollars using exchange rates in effect at period end for assets and liabilities and average rates during each reporting period for the results of operations. Adjustments resulting from the translation of the financial statements of the foreign subsidiaries are reported as a separate component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in interest and other income (expense), net in the accompanying consolidated statements of comprehensive loss. Cash and Cash Equivalents and Investments The Company considers all highly liquid instruments with an original maturity on the date of purchase of three months or less to be cash equivalents. Cash equivalents as of December 31, 2015 and 2014 consisted of money market funds. The Company determines the appropriate classification of investment securities at the time of purchase and re-evaluates such designation as of each balance sheet date. As of December 31, 2015 and 2014, all investment securities were designated as "available-for-sale". The Company considers available-for-sale securities that have an original maturity date longer than three months to be short-term investments, including those investments that have a maturity date of longer than one year that are highly liquid and for which the Company does not have a positive intent to hold to maturity. These securities are carried at estimated fair value based on quoted market prices or other readily available market information, with the unrealized gains and losses included in other comprehensive income (loss). Recognized gains and losses are included in the consolidated statement of comprehensive loss. When the Company has determined that an other-than-temporary decline in fair value has occurred, the amount of the decline is recognized in earnings. Gains and losses are determined using the specific identification method. Fair Value of Financial Instruments and Concentrations of Credit Risk The fair value of certain of the Company's financial instruments that are not measured at fair value, including accounts receivable and accounts payable, approximates the carrying amount due to their short maturity. See Note 5, Fair Value Measurements, for discussion regarding the valuation of the Company's investments. Financial instruments that potentially subject us to concentrations of credit risk are cash equivalents, short-term investments and trade receivables. The Company mitigates concentration of risk by monitoring the risk profiles of all bank counterparties on at least a quarterly basis. Based on the on-going assessment of counterparty risk, the Company will adjust its exposure to various counterparties. The Company's customer base consists of businesses throughout the Americas, Europe, Middle East, Africa and Asia-Pacific. The Company performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. As of December 31, 2015 and 2014, the Company had no customers comprising greater than 10% of net accounts receivable or total revenue. Refer to Note 14, Segment, Geographic and Customer Information, for information regarding revenue by geographic areas. In May, 2014, the Company entered into a credit agreement with Wells Fargo Bank, National Association ("Wells Fargo"), under which Wells Fargo agreed to make a revolving loan ("Revolver") to the Company in an amount not to exceed $10.0 million , with an accordion feature that allows the Company to increase the maximum borrowing amount by not less than $5.0 million and not more than $10.0 million . In September 2014, the Company increased the maximum borrowing amount to $15.0 million . The Revolver matures in May 2019. In June 2015, the Company paid off the then outstanding amount of $10.5 million . As of December 31, 2015 the Company had no borrowings under the Revolver. Outstanding borrowings under the Revolver bear interest, at the Company's option, at a base rate plus an applicable margin. The applicable margin ranges between 0.75% and 2.25% depending on the Company's leverage ratio. Interest is payable every three months. Holdback Payable The Company estimates the fair value of an indemnity holdback payable, which relates to business combinations, based on the contract value. The terms of the holdback payable include standard representations and warranties. Contingent Consideration The Company estimates the fair value of the contingent consideration issued in business combinations using a probability-based income approach. The fair value of the Company liability-classified contingent consideration is remeasured at each reporting period, with any changes in the fair value recorded as income or expense. Contingent acquisition consideration payable is included in accrued liabilities on the Company's consolidated balance sheets. Allowance for Doubtful Accounts The Company reduces gross trade accounts receivable with its allowance for doubtful accounts. The allowance for doubtful accounts is the Company's estimate of the amount of probable credit losses in existing accounts receivable. Management analyzes accounts receivable and historical bad debt experience, customer creditworthiness, current economic trends and changes in customer payment history when evaluating the adequacy of the allowance for doubtful accounts. Provisions to the allowance for doubtful accounts are recorded in general and administrative expenses in the Company's consolidated statements of comprehensive loss. Below is a summary of the changes in the Company's allowance for doubtful accounts for 2015 , 2014 and 2013 (in thousands): Balance at Beginning of Year Additions Deductions Balance at End of Year Allowance for doubtful accounts Year ended December 31, 2015 $ 1,063 $ 912 $ (665 ) $ 1,310 Year ended December 31, 2014 650 996 (583 ) 1,063 Year Ended December 31, 2013 481 830 (661 ) 650 Prepaid and Other Current Assets and Deposits and Other Assets Included in prepaid and other current assets and in deposits and other assets in the consolidated balance sheets at December 31, 2015 and 2014 is restricted cash totaling $0.3 million and $0.2 million , respectively, primarily related to security deposits on leases of the Company's facilities. The restricted cash represents investments in certificates of deposit required by landlords to meet security deposit requirements for the leased facilities. Restricted cash is included in prepaid and other current assets and in deposits and other assets based on the contractual term for the release of the restriction. Property and Equipment, net Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, generally three to five years . Leasehold improvements are amortized over the lesser of the assets' estimated useful lives or the related lease terms. Expenditures for maintenance and repairs are expensed as incurred. Cost and accumulated depreciation of assets sold or retired are removed from the respective property accounts and any resulting gain or loss is reflected in the consolidated statements of comprehensive loss. Goodwill, Intangible Assets, Long-Lived Assets and Impairment Assessments Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with business combinations. Goodwill is not amortized, but instead goodwill is required to be tested for impairment annually and more frequently under certain circumstances. The Company performs such testing of goodwill in the fourth quarter of each year, and earlier if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company conducts a two-step test for impairment of goodwill. The first step of the test for goodwill impairment compares the fair value of the applicable reporting unit with its carrying value. If the fair value of a reporting unit is less than the reporting unit's carrying value, the Company will perform the second step of the test for impairment of goodwill. During the second step of the test for impairment of goodwill, the Company will compare the implied fair value of the reporting unit's goodwill with the carrying value of that goodwill. If the carrying value of the goodwill exceeds the calculated implied fair value, the excess amount will be recognized as an impairment loss. The Company has one reporting unit and evaluates goodwill for impairment at the entity level. Based upon the results of the step one testing, the Company concluded that no impairment existed as of December 31, 2015 , and did not perform the second step of the goodwill impairment test. Intangible assets with finite lives are amortized over their estimated useful lives of one to nine years . Generally, amortization is based on the higher of a straight-line method or the pattern in which the economic benefits of the intangible asset will be consumed. In 2015, we recorded impairment expense of $0.3 million and in 2014 and 2013 there was no impairment expense related to intangible assets. The Company also evaluates the recoverability of its long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. There were no other impairment charges recorded during the years ended December 31, 2015 , 2014 and 2013 . Business Combinations The Company recognizes assets acquired, liabilities assumed, and contingent consideration at their fair value on the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed, with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company's consolidated statements of comprehensive loss. See Note 2 to the Company's consolidated financial statements, for a discussion of the Company's acquisitions during 2015 and 2014. In addition, uncertainties in income tax and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company continues to gather information and evaluate these items and records any adjustments to the preliminary estimates to goodwill when the estimates are within the measurement period. Subsequent to the measurement period, changes to these income tax uncertainties and tax related valuation allowances will affect the Company's provision for income taxes in its consolidated statements of comprehensive loss. Revenue Recognition The Company generates revenue by providing software applications as a service ("SaaS") through an on-demand subscription, on-premise perpetual and term licenses and related software maintenance, and professional services. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Recurring Revenue. Recurring revenue, which includes software-as-a-service revenue and maintenance revenue, is recognized ratably over the stated contractual period. SaaS revenue consists of subscription fees from customers accessing our cloud-based service offerings. Maintenance revenue consists of fees from customers purchasing licenses and receiving support for such on-premise solutions. The Company also recognizes SaaS and maintenance revenue associated with customers using its products in excess of contracted usage ("Overages"). Overages are primarily attributed to SaaS products and such Overages are recorded in SaaS revenue in the period incurred. Revenue related to Overages was immaterial during the years ended December 31, 2015, 2014 and 2013. Service and License Revenue. Service and license revenue primarily consist of training, integration and configuration services. Generally, the Company's professional services arrangements are on a time-and-materials basis. Time and material services are recognized as the services are rendered based on inputs to the project, such as billable hours incurred. For fixed-fee professional service arrangements, the Company recognizes revenue under the proportional performance method of accounting and estimates the proportional performance on a monthly basis, utilizing hours incurred to date as a percentage of total estimated hours to complete the project. If the Company does not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion. Service and license revenue also includes revenue from perpetual licenses, which is recognized upon delivery of the product, using the residual method, assuming all the other conditions for revenue recognition have been met. In a limited number of arrangements with non-standard acceptance criteria, the Company defers the revenue until the acceptance criteria is satisfied. Reimbursements, including those related to travel and out-of-pocket expenses, are included in services and license revenue, and an equivalent amount of reimbursable expenses is included in cost of services and license revenue. In general, recurring revenue agreements are entered into for 12 to 36 months, and the professional services are performed within nine months of entering into a contract with the customer, depending on the size of integration. SaaS agreements provide specified service level commitments, excluding scheduled maintenance. The failure to meet this level of service availability may require the Company to credit qualifying customers a portion of their subscription and support fees. Based on the Company's historical experience meeting its service level commitments, the Company does not currently have any liabilities on its balance sheet for these commitments. The Company recognizes revenue when all of the following conditions are met: • Persuasive evidence of an arrangement exists; • Delivery has occurred or services have been rendered; • The fees are fixed or determinable; and • Collection of the fees is reasonably assured. If the Company determines that any one of the four criteria is not met, it will defer recognition of revenue until all the criteria are met. Multiple-deliverable arrangements with on-demand subscription. For on-demand subscription agreements with multiple-deliverables, the Company evaluates each element to determine whether it represents a separate unit of accounting. The Company determines the best estimated selling price of each deliverable in an arrangement based on a selling price hierarchy of methods contained in FASB Accounting Standards Update (“ASU”) No. 2009-13, Revenue Recognition (Accounting Standards Codification (“ASC”) Topic 605)- Multiple-Deliverable Revenue Arrangements. The best estimated selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling price (“ESP”), if neither VSOE nor TPE is available. Total arrangement fees are allocated to each element using the relative selling price method. The Company has currently established VSOE for most deliverables, except for fixed fee service arrangements and on-premise software licenses. The Company considered all of the following factors to establish the ESP for fixed fee service arrangements when sold with its on-demand services: the weighted average actual sales prices of professional services sold on a stand-alone basis for on-demand services; average billing rates for fixed fee service agreements when sold with on-demand services, cost plus a reasonable mark-up and other factors such as gross margin objectives, pricing practices and growth strategy. The Company is currently using cost plus a reasonable mark-up to establish ESP for fixed fee service arrangements. Multiple-deliverable arrangements with on-premise license. For arrangements with multiple-deliverables, including license, professional services and maintenance, the Company recognizes license revenue using the residual method of accounting pursuant to the requirements of the guidance contained in ASC 985-605, Software Revenue Recognition. Under the residual method, revenue is recognized when VSOE for fair value exists for all of the undelivered elements in the arrangement, but does not exist for one or more of the delivered elements in the arrangement. If evidence of fair value cannot be established for the undelivered elements, all of the revenue is deferred until evidence of fair value can be established, or until the items for which evidence of fair value cannot be established are delivered. For maintenance and certain professional services, the Company has established VSOE as a high number of stand-alone sales of this deliverable have been priced within a reasonably narrow range. The Company's revenue arrangements do not include a general right of return relative to the delivered products. Generally, for the Company's term-based licenses, if the only undelivered element is maintenance, the entire amount of revenue is recognized ratably, over the maintenance period. Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenue. Deferred Revenue Deferred revenue consists of invoicing and payments received in advance of revenue recognition and is recognized as the revenue recognition criteria are met. The Company invoices its customers annually, quarterly, or in monthly installments. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue. Cost of Revenue Cost of recurring revenue consists primarily of salaries, benefits, allocated overhead costs related to on-demand operations and technical support personnel, as well as allocated amortization of purchased technology. Cost of services revenue consists primarily of salaries, benefits, travel and allocated overhead costs related to consulting, training and other professional services personnel, including cost of services provided by third-party consultants engaged by the Company. Cost of license revenue consists primarily of amortization of purchased technology. Deferred Commissions The asset balance for deferred commissions on the Company's consolidated balance sheets totaled $ 7.1 million and $5.6 million at December 31, 2015 and December 31, 2014, respectively. As of December 31, 2015 and 2014 $ 6.0 million and $4.2 million respectively, deferred commissions are included in prepaid and other current assets in short-term assets, with the remaining amounts included in deposits and other assets in long-term assets in the consolidated balance sheets. The deferred costs mainly represent commission payments to the Company's direct sales force for on-demand subscription and maintenance agreements, which the Company amortizes as sales and marketing expense over the non-cancellable term of the contract as the related revenue is recognized. The commission payments are a direct and incremental cost of the revenue arrangements. Restructuring and Other Expenses Restructuring and other expenses are comprised primarily of employee termination costs related to headcount reductions, costs related to properties abandoned in connection with facilities consolidation including estimated losses related to excess facilities based upon the Company's contractual obligations, net of estimated sublease income and related write-downs of leasehold improvements and impairment of intangible assets. The Company reassess the liability for excess facilities periodically based on market conditions. Research and Development The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of expenses for research and development staff, the cost of certain third-party service providers and allocated overhead. Stock-Based Compensation The Company measures and recognizes compensation expense for stock-based awards made to employees and directors including employee stock options and employee stock purchases under the Company's Employee Stock Purchase Plan ("ESPP") based on estimated fair values on the date of grant using the Black-Scholes option pricing model. Stock-based compensation expense for restricted stock units, relating to both performance and time-based awards, is estimated based on the market value of the Company's stock on the date of grant. The Company granted performance-based restricted stock units ("PSUs") to select executives and other key employees. Vesting of the Company's PSUs is based on achievement of specified company or other goals. In 2015, the Company granted PSUs with vesting contingent on its absolute SaaS revenue growth over the three-year period from July 1, 2015 through June 30, 2018. In 2014, the Company granted PSUs with vesting contingent on its absolute SaaS revenue growth over the three-year period from January 1, 2014 through December 31, 2016, and on the Company's relative total shareholder return over the same three-year period compared to an index of 17 SaaS companies. The fair value of the performance awards is calculated using a Monte Carlo simulation model that estimates the potential outcomes of grants of performance awards based on a simulated future index of peer companies. PSU awards based on SaaS revenue growth will, to the extent the performance criteria are achieved, vest on the third anniversary of the grant date. PSU awards based on total shareholder return is recognized as compensation costs over the requisite service period, if rendered, even if the market condition is never satisfied. In determining the fair value of PSUs based on total shareholder return the Company considered the achievement of the market condition in the estimated fair value. Income Taxes The Company is subject to income and foreign withholding taxes in both the United States and foreign jurisdictions and the Company uses estimates in determining its provision for income taxes. This process involves estimating actual current tax assets and liabilities together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded on the consolidated balance sheets. Net deferred tax assets are recorded to the extent the Company believes that it is more-likely-than-not realized. In making such determination, all available positive and negative evidence is considered, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. With the exception of the net deferred tax assets of three of the Company's foreign subsidiaries, it maintained a full valuation allowance against its net deferred tax assets at December 31, 2015 because the Company believes that it is not more-likely-than-not that the gross deferred tax assets will be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance, in the event the Company was able to determine that it would be able to realize the deferred tax assets in the future, an adjustment to the deferred tax assets would increase net income in the period such determination was made. The Company regularly reviews its tax positions and benefits to be realized. The Company recognizes tax liabilities based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company recognizes interest and penalties related to income tax matters as income tax expense. In 2015 , 2014 and 2013 , the Company incurred $35,000 , $24,000 and $27,000 , respectively, for interest or penalties associated with unrecognized tax benefits. Advertising Costs The Company expenses advertising costs in the period incurred. Advertising expense was $2.1 million , $1.2 million , and $0.2 million for 2015 , 2014 and 2013 , respectively. Comprehensive Income (Loss) Comprehensive income (loss) is the total of net income (loss), unrealized gains and losses on investments and foreign currency translation adjustments. Unrealized gains and losses on investments and foreign currency translation adjustment amounts are excluded from net loss and are reported in accumulated other comprehensive income (loss) in the accompanying consolidated financial statements. Recent Accounting Pronouncements In November 2015, the FASB issued ASU No. 2015-17 (ASU 2015-17), “Balance Sheet Classification of Deferred Taxes,” which simplifies the presentation of deferred income taxes. This ASU requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company early adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. Adoption of this ASU resulted in a reclassification of the Company's net current deferred tax liabilities to net non-current deferred tax liabilities in its consolidated balance sheets as of December 31, 2015. No prior periods were adjusted retrospectively. In May 2014, the FASB issued ASU No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 may also impact how the Company accounts for certain direct costs associated with its revenues. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted one year earlier. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. The Company has not elected a transition method and is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on the consolidated financial statements and does not plan to early adopt this standard. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions BridgeFront LLC On July 22, 2015, the Company acquired BridgeFront LLC ("BridgeFront"), a leading provider of cloud-based education content for the healthcare sector, most notably in the compliance and revenue cycle domains. The purchase consideration was approximately $5.0 million , which included approximately $4.4 million paid in cash, $0.1 million held back to cover expenses of the stakeholder representative which is payable in early 2017, and an approximately $ 0.4 million indemnity holdback payable upon the one-year closing anniversary, which remained outstanding as of December 31, 2015. The terms of the BridgeFront acquisition also provided for potential earn-out payments of up to an aggregate of $0.6 million . Although earn-out payments based on achievement of targets are normally treated as purchase price because of the service conditions, $0.5 million of the $0.6 million was treated as compensation expense and is recognized over the term of the payments in 2015 and 2016. The remaining balance of $0.1 million was recorded as contingent consideration. As of December 31, 2015, the fair value of this contingent consideration, which included compensation expense from July 23, 2015 to December 31, 2015, was $0.3 million . The purchase price allocation for BridgeFront is summarized as follows (in thousands): Fair Value Net liabilities assumed $ (849 ) Intangible assets 2,100 Goodwill 3,750 Total purchase price $ 5,001 Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable assets acquired and a working capital adjustment for $0.1 million . The goodwill balance is primarily attributed to the anticipated synergies from the acquisition and the expanded market opportunities of our Litmos mobile learning applications in the healthcare industry. The financial results of BridgeFront are included in the Company's consolidated financial statements from the date of acquisition to December 31, 2015. The acquisition of BridgeFront did not have a material impact on the Company's consolidated financial statements and therefore pro forma disclosures have not been presented. The following table sets forth the components of identifiable intangible assets acquired, their weighted-average useful lives over which they will be amortized using the higher of the straight-line method or the pattern in which the economic benefits of the intangible assets will be consumed. The classification of their amortized expense in the consolidated statements of comprehensive loss (in thousands): Fair Value Weighted -Average Useful life Consolidated statements of comprehensive loss Classification: Amortization Expense Developed technology $ 1,800 5 years Cost of sales Customer relationships 300 5 years Sales and marketing expense Total intangible assets subject to amortization $ 2,100 The fair values of the intangible assets at the acquisition date were measured primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined in ASC 820, Fair Value Measurements. The value of acquired intangibles was determined based on the present value of estimated future cash flows using the following valuation techniques and inputs: • Developed technology - Relief-from-royalty method using inputs such as estimated revenues attributable to the online education content, estimated net royalty revenue, effective income tax rate and discount rate. • Customer relationships - Multi-period excess earnings method under the income approach using inputs such as probability-weighted revenue attributable to existing customer relationships, customer attrition, estimated expenses, effective income tax rate, and discount rate. The amortization expense of $0.2 million was included in the consolidated statements of comprehensive loss. The acquisition-related costs incurred during the year ended December 31, 2015 of $0.5 million were included in general and administration expense in the consolidated statements of comprehensive loss. Clicktools Ltd. On September 16, 2014, the Company acquired Clicktools Ltd. (“Clicktools”), a provider of premium, cloud-based survey products and services for businesses. The purchase consideration was $ 16.4 million , which included $ 14.8 million paid in cash and a one million British Pounds indemnity holdback, which was paid in full in 2015. The purchase price allocation for Clicktools is summarized as follows (in thousands): Fair Value Net liabilities assumed $ (1,270 ) Intangible assets 3,000 Goodwill 14,675 Total purchase price $ 16,405 The excess of purchase consideration over the fair value of net tangible liabilities assumed and identifiable intangible assets acquired was recorded as goodwill. The estimated fair values of assets acquired and liabilities assumed, specifically current and noncurrent income taxes payable and deferred taxes, may be subject to change as additional information is received and certain tax returns are finalized. Thus the provisional measurements of fair value set forth above are subject to change. Goodwill is primarily attributed to the anticipated synergies from the acquisition and expanded market opportunities with respect to the integration of Clicktools' business-to-business survey management platform with the Company's other solutions. The goodwill balance is not deductible for U.S. or U.K income tax purposes. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of the Clicktools acquisition (in thousands). The intangible assets are reported in British Pounds and was translated to U.S. Dollars at December 31, 2015 . Fair Value Useful Life Developed technology $ 1,300 3 years Domain names and trademarks 600 3 years Customer relationships 1,100 3 years Total intangible assets subject to amortization $ 3,000 Pro forma results of operations for the Clicktools acquisition have not been presented because the acquisition is not material. LeadRocket, Inc. On February 4, 2014, the Company acquired all of the common stock of LeadRocket, Inc. (“LeadRocket”), a privately-held company providing marketing automation and demand generation solutions that enable both marketing and sales users to identify and connect with leads efficiently. The Company acquired LeadRocket to strengthen its social engagement and digital marketing platform. The purchase consideration was $ 3.0 million , which included $ 2.5 million paid in cash and $ 0.5 million as indemnity holdback, of which $0.3 million was paid upon the one-year closing anniversary. The purchase price allocation for LeadRocket is summarized as follows (in thousands): Fair Value Net liabilities assumed $ (1,224 ) Intangible assets 2,640 Goodwill 1,584 Total purchase price $ 3,000 The excess of purchase consideration over the fair value of net tangible liabilities assumed and identifiable intangible assets acquired was recorded as goodwill. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The estimated fair values of assets acquired and liabilities assumed, specifically current and noncurrent income taxes payable and deferred taxes, may be subject to change as additional information is received and certain tax returns are finalized. Thus the provisional measurements of fair value set forth above are subject to change. The goodwill balance is primarily attributed to the anticipated synergies from the acquisition and expanded market opportunities with respect to the integration of LeadRocket’s digital marketing platform with the Company's other solutions. The goodwill balance is not deductible for U.S. income tax purposes. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of the LeadRocket acquisition (in thousands): Fair Value Useful Life Developed technology $ 570 2-4 years Patents 1,060 10 years Domain names and trademarks 850 5 years Customer relationships 160 3 years Total intangible assets subject to amortization $ 2,640 Pro forma results of operations for the LeadRocket acquisition have not been presented because the acquisition is not material. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill for the fiscal years ended December 31, 2015 and 2014 are as follows (in thousands): Goodwill Balance as of December 31, 2013 $ 31,207 Acquisitions 16,259 Foreign currency translation impact $ (496 ) Balance as of December 31, 2014 $ 46,970 Acquisitions 3,750 Foreign currency translation impact (574 ) Balance as of December 31, 2015 $ 50,146 In July 2015, the Company recorded goodwill of $ 3.8 million related to the acquisition of BridgeFront. Refer to Note 2, Acquisitions for further details. In 2014, the Company recorded goodwill of $ 1.6 million and $ 14.7 million related to the acquisitions of LeadRocket and Clicktools, respectively. Refer to Note 2, Acquisitions for further details. Based on the Company's annual impairment review in the fourth quarter of 2015, 2014 and 2013, goodwill was not impaired in any of the years presented. Intangible assets Intangible assets consisted of the following as of December 31, 2015 and 2014 (in thousands): December 31, 2014 Cost December 31, 2014 Net Net Additions (1) Foreign Currency Translation Impact Amortization Expense (2) December 31, 2015 Net Weighted Average Amortization Period (Years) Developed technology $ 25,093 $ 10,251 $ 2,407 $ (34 ) $ (3,452 ) $ 9,172 3.5 Customer relationships 9,414 4,270 300 (39 ) (1,456 ) 3,075 3.0 Tradenames 2,208 1,191 — (37 ) (399 ) 755 2.8 Favorable lease 53 — — — — — N/A Patents and licenses 3,059 2,045 220 — (382 ) 1,883 5.4 Other 142 — — — — — N/A Total $ 39,969 17,757 $ 2,927 $ (110 ) $ (5,689 ) $ 14,885 (1) Included in the additions are the intangibles acquired for BridgeFront of $ 2.1 million as discussed in Note 2 to the consolidated financial statements and other purchased technology as part of the normal course of operations. (2) Included in amortization expense is $ 0.3 million of impairment on intangible assets. December 31, December 31, 2013 Net Net Additions Foreign Currency Translation Impact Amortization Expense December 31, Weighted Developed technology $ 21,187 $ 9,669 $ 3,906 $ (53 ) $ (3,271 ) $ 10,251 4.1 Customer relationships 8,154 4,076 1,260 (41 ) (1,025 ) 4,270 3.6 Tradenames 1,522 828 686 (25 ) (298 ) 1,191 3.6 Favorable lease 53 — — — — — N/A Patents and licenses 3,059 2,393 — — (348 ) 2,045 6.7 Other 142 29 — — (29 ) — N/A Total $ 34,117 $ 16,995 $ 5,852 $ (119 ) $ (4,971 ) $ 17,757 (1) Included in the additions are the intangibles acquired in 2015 for BridgeFront and in 2014 for Clicktools of $3.0 million and LeadRocket of $ 2.6 million as discussed in Note 2 to the consolidated financial statements and other purchased technology as part of the normal course of operations. Amortization expense related to intangible assets was $ 5.7 million , $ 5.0 million and $ 4.8 million in 2015, 2014 and 2013, respectively, and was charged to cost of revenue for purchased technology, tradenames and patents and licenses; sales and marketing expense for customer relationships; and general and administrative expense for the favorable lease and other. Additionally, in 2015, the Company recorded impairment expense of $ 0.3 million and in 2014 and 2013 there was no impairment expense related to intangible assets. The Company's intangible assets are amortized over their estimated useful lives of one to nine years. Total future expected amortization is as follows (in thousands): Developed Technology Customer Relationships Tradenames Patents and Licenses Year Ending December 31: 2016 $ 3,210 $ 1,209 $ 331 $ 498 2017 2,777 1,040 248 376 2018 1,891 557 100 314 2019 694 136 33 180 2020 275 81 33 168 2021 and beyond 325 52 10 347 Total expected amortization expense $ 9,172 $ 3,075 $ 755 $ 1,883 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Financial Instruments | |
Financial Instruments | Financial Instruments As of December 31, 2015, all marketable debt securities are classified as available-for-sale and carried at estimated fair value, which is determined based on the inputs described in Note 5 to the consolidated financial statements. The Company classifies all highly liquid instruments with an original maturity on the date of purchase of three months or less as cash and cash equivalents. The Company classifies available-for-sale securities that have an original maturity date longer than three months to be short-term investments, including those investments with a maturity date of longer than one year that are highly liquid and for which the Company does not have a positive intent to hold to maturity. Interest income is included within interest income and other income (expense), net in the accompanying consolidated statements of comprehensive loss. Realized gains and losses are calculated using the specific identification method. As of December 31, 2015 and 2014, the Company had no short-term investments in an unrealized loss position for a duration greater than 12 months. The components of the Company's marketable debt securities classified as available-for-sale were as follows at December 31, 2015 (in thousands): December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash $ 77,191 $ — $ — $ 77,191 Cash equivalents: Money market funds 41 — — 41 Total cash equivalents 41 — — 41 Total cash and cash equivalents $ 77,232 $ — $ — $ 77,232 Short-term investments: Certificates of deposit 1,500 — — 1,500 U.S. government and agency obligations 7,423 — (16 ) 7,407 Corporate notes and obligations 11,087 — (17 ) 11,070 Total short-term investments $ 20,010 $ — $ (33 ) $ 19,977 For investments in securities classified as available-for-sale, market value and the amortized cost of debt securities have been classified in accordance with the following maturity groupings based on the contractual maturities of those securities as of December 31, 2015 (in thousands): Contractual Maturity Amortized Cost Estimated Fair Value Less than 1 year $ 15,151 $ 15,133 Between 1 and 2 years 4,859 4,844 Total $ 20,010 $ 19,977 The components of the Company's marketable debt securities classified as available-for-sale were as follows for December 31, 2014 (in thousands): December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash $ 27,890 $ — $ — $ 27,890 Cash equivalents: Money market funds 6,310 — — 6,310 Total cash equivalents 6,310 — — 6,310 Total cash and cash equivalents $ 34,200 $ — $ — $ 34,200 Short-term investments: U.S. government and agency obligations $ 2,773 $ — $ (7 ) $ 2,766 Corporate notes and obligations — — — — Total short-term investments $ 2,773 $ — $ (7 ) $ 2,766 For investments in securities classified as available-for-sale, estimated fair value and the amortized cost of debt securities have been classified in accordance with the following maturity groupings based on the contractual maturities of those securities as of December 31, 2014 (in thousands): Contractual Maturity Amortized Estimated Less than 1 year $ 1,956 $ 1,954 Between 1 and 2 years 817 812 Total $ 2,773 $ 2,766 The Company had no realized losses on sales of its investments during the years ended December 31, 2015 , 2014, and 2013, respectively. The Company had purchases, net of proceeds of investments, in 2015 of $17.4 million and proceeds net of purchases in 2014 of $5.1 million from maturities and sales of investments. The short-term investments in government obligations or highly rated credit securities generally have minor to moderate fluctuations in the fair values from period to period. The Company monitors credit ratings, downgrades and significant events surrounding these securities so as to assess if any of the impairments will be considered other-than-temporary. The Company did not identify any government obligations or highly rated credit securities held as of December 31, 2015 and 2014 for which the fair value declined significantly below amortized cost and were considered other-than-temporary impairments. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures financial assets at fair value on an ongoing basis. The estimated fair value of the Company's financial assets was determined using the following inputs at December 31, 2015 and 2014 (in thousands): Fair Value Measurements at Reporting Date Using December 31, 2015 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market funds (1) $ 41 $ 41 $ — $ — Certificates of deposit (2) 1,500 — 1,500 — U.S. government and agency obligations (2) 7,407 — 7,407 — Corporate notes and obligations (2) 11,070 — 11,070 — Total $ 20,018 $ 41 $ 19,977 $ — Liabilities: Contingent consideration and related liabilities (3) $ 324 $ — $ — $ 324 Total $ 324 $ — $ — $ 324 (1) Included in cash and cash equivalents on the consolidated balance sheets. (2) Included in short-term investments on the consolidated balance sheets. (3) Included in accrued expenses on the consolidated balance sheets. Fair Value Measurements at Reporting Date Using December 31, 2014 Total Quoted Prices in Significant Significant Assets: Money market funds(1) $ 6,310 $ 6,310 $ — $ — Corporate notes and obligations(2) — — — — U.S. government and agency obligations(2) 2,766 — 2,766 — Total $ 9,076 $ 6,310 $ 2,766 $ — (1) Included in cash and cash equivalents on the consolidated balance sheets. (2) Included in short-term investments on the consolidated balance sheets. (3) During 2014 the Company had no Level 3 instruments. Valuation of Investments Level 1 and Level 2 The Company's available-for-sale securities include money market funds, U.S. Treasury bills, corporate notes and obligations, and U.S. government and agency obligations. The Company values these securities using a pricing matrix from a pricing service provider, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs). The Company classifies all of its available-for-sale securities, except for money market funds and U.S. Treasury, as having Level 2 inputs. The Company validates the estimated fair value of certain securities from a pricing service provider on a quarterly basis. The valuation techniques used to measure the fair value of the financial instruments having Level 2 inputs, all of which have counterparties with high credit ratings, were derived from the following: non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments or pricing models, with all significant inputs derived from or corroborated by observable market data. Level 3 Contingent consideration and related liabilities are defined as earn-out payments that the Company may pay in connection with the acquisition of BridgeFront. Contingent consideration and related liabilities are classified as Level 3 liabilities because the Company uses unobservable inputs to value them, which is a probability-based income approach. Subsequent changes in the fair value of contingent consideration and related liabilities will be recorded in the Company's consolidated statements of comprehensive loss. The Company did not have any transfers between Level 1, Level 2 and Level 3 fair value measurements during the years presented as there were no changes in the composition in Level 1, 2 or 3. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2015 | |
Balance Sheet Components | |
Balance Sheet Components | Balance Sheet Components Property and equipment consisted of the following (in thousands): Estimated Useful Life As of December 31, 2015 2014 Equipment 3-5 years $ 27,481 $ 24,189 Purchased software 3 years 6,860 6,784 Furniture and fixtures 5 years 2,220 1,772 Leasehold improvements Lease term up to 5 years 4,305 1,947 Construction in progress 2,190 3,724 Property and equipment, gross 43,056 38,416 Less: Accumulated depreciation 22,516 19,661 Property and equipment, net $ 20,540 $ 18,755 Depreciation expense for 2015, 2014 and 2013 was $ 6.0 million , $4.8 million and $4.5 million , respectively. In 2014, the Company improved its data center and incurred equipment costs. In addition, the Company moved its headquarters from Pleasanton, California to Dublin, California in February 2015 and incurred construction in progress costs related to furniture, fixtures and leasehold improvements. Property and equipment includes assets that were acquired under capital leases for both years ended December 31, 2015 and 2014 was $5.8 million and $6.9 million , respectively. Accumulated amortization relating to these assets acquired under capital leases were $4.1 million and $4.3 million for the years ended December 31, 2015 and 2014, respectively. Amortization expense for these assets have been included in depreciation expense. Total prepaid and other current assets consisted of the following (in thousands): As of December 31, 2015 2014 Deferred commissions $ 5,971 $ 4,215 Prepaid expenses 4,894 5,856 Other current assets 520 313 Total prepaid and other current assets $ 11,385 $ 10,384 Accrued payroll and related expenses consisted of the following (in thousands): As of December 31, 2015 2014 Vacation accrual $ 3,189 $ 2,793 Commissions 3,362 2,387 Bonus 3,173 1,628 ESPP 1,109 966 Accrued payroll related expenses 1,677 1,277 Total accrued payroll related expenses $ 12,510 $ 9,051 Accrued expenses consisted of the following (in thousands): As of December 31, 2015 2014 Sales tax payable $ 454 $ 733 Deferred income tax — 1,475 Versata litigation settlement 1,963 1,963 Holdback payable 403 1,922 Customer payments 1,046 998 Equipment financing arrangement — 3,775 Accrued expenses 7,151 7,477 Total accrued expenses $ 11,017 $ 18,343 |
Restructuring and Other
Restructuring and Other | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other | Restructuring and Other On June 30, 2014, management approved and initiated restructuring plans to realign the Company's resources to improve cost efficiencies. Restructuring and other expenses primarily consist of costs associated with the exit of excess facilities, employee terminations and incremental depreciation expense as a result of the change in the estimated useful life of assets to be abandoned. The Company incurred restructuring and other expenses of $ 0.6 million , $1.0 million , and $1.7 million for the years ended December 31, 2015, 2014 and 2013, respectively. The following table sets forth a summary of accrued restructuring expenses (included in accrued expenses in the consolidated balance sheets) for 2015 and 2014 (in thousands): December 31, 2014 Additions Adjustments Cash Payments December 31, 2015 Severance and termination-related costs $ — $ 278 $ — $ (278 ) $ — Facilities related costs 194 350 — (527 ) 17 Total accrued restructuring expenses $ 194 $ 628 $ — $ (805 ) $ 17 December 31, Additions Adjustments Cash Payments December 31, Severance and termination-related costs $ 141 $ 70 $ — $ (211 ) $ — Facilities related costs 234 162 20 (222 ) 194 Total accrued restructuring expenses $ 375 $ 232 $ 20 $ (433 ) $ 194 In 2015, the Company recorded an impairment charge of $0.3 million on its intangible assets, included in the table above. In 2014, the Company incurred $ 0.8 million of non-cash expense, primarily related to incremental depreciation as a result of the change in the estimated useful life of assets at the Company's then-current office space in Pleasanton, California. |
Contractual Obligations, Commit
Contractual Obligations, Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligations, Commitments and Contingencies | Contractual Obligations, Commitments and Contingencies Contractual Obligations and Commitments For each of the next five years and beyond, the Company has the following contractual obligations, long-term operating obligations and unconditional purchase commitments (in thousands): Settlement Payable (1) Unconditional Purchase Commitments (2) Operating Lease Commitments (3) Principal Interest Year Ending December 31: 2016 $ 1,968 $ 34 $ 1,224 $ 3,187 2017 466 34 800 2,861 2018 — — — 2,846 2019 — — — 2,725 2020 — — — 2,796 2021 and beyond — — — 4,989 Future minimum payments $ 2,434 $ 68 $ 2,024 $ 19,404 (1) In November 2014, the Company entered into a settlement agreement with Versata and agreed to make payments of $0.5 million starting on January 31, 2015 and every three months thereafter until January 2017. (2) Unconditional purchase commitments includes the contingency and earnout payment to Bridgefront of $0.6 million in 2016 and $0.5 million in 2017. In addition, the unconditional purchase commitments include amounts payable to certain vendors. (3) The Company has facilities under several non-cancellable operating lease agreements that expire at various dates through 2018. The Company's rent expense for the years ended December 31, 2015 , 2014 and 2013 was $ 3.0 million , $ 2.1 million and $ 1.9 million , respectively. Included in non-current deposits and other assets in the consolidated balance sheets at December 31, 2015 and 2014 is restricted cash and rental deposits totaling $0.3 million and $0.2 million , respectively, related to security deposits on leased facilities and a customer letter of credit. The restricted cash represents investments in certificates of deposit and secured letters of credit required by landlords to meet security deposit requirements for the leased facilities. As of December 31, 2015, the liability for uncertain tax positions was $ 3.4 million including interest. Due to the high degree of uncertainty regarding the timing of potential future cash flows associated with these liabilities, the Company is unable to make a reasonably reliable estimate of the amount and period in which these liabilities might be paid. In May 2014, we entered into a credit agreement with Wells Fargo Bank, National Association ("Wells Fargo"), under which Wells Fargo agreed to make a revolving loan ("Revolver") to us in an amount not to exceed $10.0 million , with an accordion feature that allows us to increase the maximum borrowing amount by not less than $5.0 million and not more than $10.0 million . The Revolver matures in May 2019. Outstanding borrowings under the Revolver bear interest, at our option, at a base rate plus an applicable margin. The applicable margin ranges between 0.75% and 2.25% depending on our leverage ratio. Interest is payable every three months. In September 2014, we exercised the accordion feature and increased the maximum borrowing amount to $15.0 million . As of December 31, 2015 we have no outstanding borrowings under the Revolver. In October 2014, the Company entered into a sublease agreement ("Sublease") with Oracle America, Inc. (“Sublandlord”) for office space located at 4140 Dublin Boulevard, Dublin, California 94568 ("Subleased Premises"). The term of the Sublease commenced in February 2015, when the Sublandlord delivered possession of the Subleased Premises to the Company and expires on May 15, 2022. Base rent will be abated from the commencement of the Sublease until November 30, 2015. Thereafter, monthly base rent was $149,928 for 2015 and increase annually as set forth in the Sublease, up to $184,411 in 2022. The total cash obligation for base rent over the term of the Sublease is approximately $15.1 million, without rent abatement, and is included in the operating lease commitment in the table above. In addition to base rent, the Company will be required to pay its pro rata share of building operating costs including utilities, insurance, repair and personnel costs, along with real estate taxes in excess of the amounts for certain base years. Letter of Credit The Company obtained a $1.1 million letter of credit in October 2014 for its leased space in Dublin, California. The letter of credit will expire on October 1, 2016. There is no balance outstanding under this line of credit. Warranties and Indemnification The Company generally warrants that its software will perform to standard documentation. Under the Company's standard warranty, should a software product not perform as specified in the documentation within the warranty period, it will repair or replace the software or refund the license fee paid. To date, the Company has not incurred any costs related to warranty obligations for its software. The Company's product license and on-demand agreements typically include a limited indemnification provision for claims by third parties relating to its intellectual property. To date, the Company has not incurred and has not accrued for any costs related to such indemnification provisions. Intellectual Property Litigation Versata Software, Inc., Versata Development Group, Inc. and Versata Inc. v. Callidus Software Inc. - Settled On July 19, 2012, Versata Software, Inc. and Versata Development Group, Inc. (collectively, “Versata”) filed suit against the Company in the United States District Court for the District of Delaware (“Delaware District Court”). The suit asserted that the Company infringed U.S. Patent Nos. 7,904,326, 7,908,304 and 7,958,024. On May 30, 2013, the Company answered the complaint and filed a counterclaim in the Delaware District Court. The Company's counterclaim asserted that Versata infringed U.S. Patent Nos. 6,269,355, 6,850,924 and 6,473,748. On August 30, 2013, the Company filed petitions with the United States Patent and Trademark Office Patent Trial and Appeal Board (“PTAB”) for covered business method (“CBM”) patent review of U.S. Patent Nos. 7,904,326, 7,908,304 and 7,958,024, which Versata filed responses to on December 12, 2013. The Company also filed a motion with the Delaware District Court on August 30, 2013 to stay the litigation pending completion of the patent review proceedings with the PTAB (“Motion to Stay”). On January 8, 2014, the Company was granted leave by the Delaware District Court to add Versata Inc. (included in the above definition of “Versata”) as a counterclaim defendant. On March 4, 2014, the PTAB instituted covered business method patent review of each of Versata’s patents, namely, U.S. Patent Nos. 7,904,326, 7,908,304 and 7,958,024, finding it more likely than not that the Company would prevail in establishing that the challenged claims were not patentable. After requesting the PTAB to reconsider its decision to institute, which was denied, Versata filed a petition for writ of mandamus with the Court of Appeals for the Federal Circuit (“CAFC”) on April 11, 2014 asking that Court to deny institution of CBM patent review by the PTAB. The CAFC denied Versata’s petition for writ of mandamus on May 5, 2014. On April 17, 2014, the Company filed additional petitions with the PTAB for CBM patent review to address all of the remaining claims not previously covered in the prior petitions with respect to U.S Patent Nos. 7,908,304 and 7,958,024. On May 8, 2014, the Delaware District Court: (i) granted our Motion to Stay in part with respect to U.S. Patent No. 7,904,326, and (ii) denied the Company's Motion to Stay in part with respect to U.S. Patent Nos. 7,908,304 and 7,958,024. On May 8, 2014, the Company appealed to the CAFC the Delaware District Court’s denial of the Motion to Stay with respect to U.S. Patent Nos. 7,908,304 and 7,958,024. On October 2, 2014, the PTAB instituted covered business method patent review of the remaining claims covered in the second set of petitions for U.S Patent Nos. 7,908,304 and 7,958,024. On October 21, 2014, the Company engaged in a mediation with Versata and on November 13, 2014, entered into an agreement with Versata to settle and dismiss the pending district court litigation and patent office proceedings, to extend patent cross-licenses and covenants not to sue to one another, and the Company was appointed as an authorized reseller of certain Versata products. Under the agreement, each party covenanted not to sue the other (and its related entities) for infringement of any patents now owned (including pending patents) or later acquired by either party. In addition, each party granted to the other a fully paid-up, irrevocable, nonexclusive, worldwide license to certain patents (including the patents asserted in the pending district court litigation) for specified products of each party. The agreement also contained a release for any past infringement or claim between the parties and dismissal of the civil pending in the Delaware District Court, as well as the five covered business method patent review proceedings then-pending before the PTAB. Pursuant to the agreement, the Company agreed to pay to Versata $4.5 million in nine equal quarterly installments, commencing on January 31, 2015. The fair value of these payments was $4.3 million , of which the Company recognized a charge to earnings for $ 2.9 million in 2014 and capitalized $ 1.4 million for the value of the patent license. The $ 1.4 million will be amortized to expense over the average life span of the associated patents of approximately 9.5 years. The difference between the installment payment and the fair value will be charged to interest as incurred. Callidus Software, Inc. v. Xactly Corporation - Settled On August 31, 2012, the Company filed suit against Xactly Corporation (“Xactly”) in the United States District Court for the Central District of California. The suit alleged that Xactly infringed U.S. Patents 8,046,387 and 7,774,378. On October 24, 2012, the Company amended its complaint to add Xactly's President and Chief Executive Officer as a defendant and to add claims for trademark infringement, false advertising, false and misleading advertising, trade libel, defamation, intentional interference with prospective economic advantage, intentional interference with contractual relations, breach of contract and unfair competition, in addition to patent infringement. On January 28, 2013, the Company further amended its complaint to allege that Xactly also infringed U.S. Patent 6,473,748 and dismissed its intentional interference with contractual relations claim. On March 14, 2013, the case was transferred to the United States District Court in the Northern District of California. On May 31, 2013, the Company and Xactly entered into a stipulated dismissal of the Company's trademark infringement claim whereby Xactly agreed that it would not use the Company's trademarks-in-suit in certain of Xactly's marketing and advertising activities going forward. On November 25, 2013, Callidus, Xactly and Xactly's President and Chief Executive Officer entered into a Settlement, Release, and License Agreement that, among other things, included an agreement by Xactly to pay the Company $ 2.0 million in license fee, which will be paid in four equal annual installments of $ 0.5 million beginning November 2013. Upon receipt of installment payments, the Company will record the amount under operating expenses as an offset to legal fees. Other matters In addition to the above litigation matters, the Company from time to time is a party to other various litigation and customer disputes incidental to the conduct of its business. At the present time, the Company believes that none of these matters are likely to have a material adverse effect on the Company's future financial results. The Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews the need for any such liability on a quarterly basis and records any necessary adjustments to reflect the effect of ongoing negotiations, contract disputes, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case in the period they become known. At December 31, 2015, the Company has not recorded any such liabilities in accordance with accounting for contingencies. However, litigation is subject to inherent uncertainties and the Company's view on these matters may change in the future. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing net loss for the period by the weighted average common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss for the period by the weighted average common shares outstanding, adjusted for all dilutive potential common shares, which includes shares issuable upon the conversion of the Convertible Notes, the exercise of outstanding common stock options, the release of restricted stock, and purchases of shares under the Employee Stock Purchase Plan (ESPP) to the extent these shares are dilutive. For 2015, 2014 and 2013, the diluted net loss per share calculation was the same as the basic net loss per share calculation as all potential common shares were anti-dilutive. Diluted net loss per share does not include the effect of the following potential weighted average common shares because to do so would be anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2015 2014 2013 Restricted stock 2,728 2,379 1,918 Stock options 883 1,630 2,490 ESPP 10 39 42 Convertible notes — 829 7,129 Total 3,621 4,877 11,579 The weighted average exercise price of stock options excluded for 2015, 2014 and 2013 was $6.21 , $4.09 and $4.42 , respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stockholder-Approved Stock Option and Incentive Plans In June 2013, the 2013 Stock Incentive Plan ("2013 Plan") became effective upon the approval of the Company's Board of Directors and stockholders, and as a result, the 2003 Stock Incentive Plan ("2003 Plan") expired and was replaced. All outstanding shares available for grant under the 2003 Plan expired upon the adoption of the 2013 Plan. The Company initially reserved 3,469,500 shares of common stock for issuance under the 2013 Plan and, in 2015, the Company reserved an additional 5,000,000 shares of common stock for issuance under the 2013 Plan. Under the 2013 plan, the Company's Board of Directors (or an authorized subcommittee) may grant stock options or other types of stock awards, such as restricted stock, performance-based restricted stock units, restricted stock units, stock bonus awards or stock appreciation rights. Incentive stock options may be granted only to the Company's employees. Nonstatutory stock options and other stock-based awards may be granted to employees, consultants or non-employee directors. These options vest as determined by the board of directors (or an authorized subcommittee), generally over four years . No stock options were granted in 2015 and 2014. The restricted stock units and performance-based stock units also vest as determined by the board, generally over three years . Shares Available for Grant A summary of the Company's shares available for grant and the status of options and awards are as follows: Year Ended December 31, 2015 2014 2013 (Number of Shares) Beginning Available 770,511 2,478,798 2,578,940 Authorized 5,000,000 — 3,469,500 Granted (1,865,864 ) (1,913,499 ) (2,024,798 ) Cancelled 454,342 383,549 1,335,591 Expired — (178,337 ) (2,880,435 ) Ending Available 4,358,989 770,511 2,478,798 Expense Summary Stock-based compensation expenses of $18.6 million , $11.8 million and $10.4 million was recorded during the years ended December 31, 2015, 2014 and 2013, in the consolidated statement of comprehensive loss. The table below sets forth a summary of stock-based compensation expense as follows (in thousands). Year Ended December 31, 2015 2014 2013 Stock-based compensation: Stock Options $ 613 $ 790 $ 866 Restricted Stock Units 13,524 7,705 7,835 Performance-based Restricted Stock Units 3,505 2,370 1,097 ESPP 950 948 597 Total stock-based compensation $ 18,592 $ 11,813 $ 10,395 The table below sets forth the functional classification of stock-based compensation expense as follows (in thousands): Year Ended December 31, 2015 2014 2013 Stock-based compensation: Cost of recurring revenue $ 1,237 $ 911 $ 783 Cost of services and other revenue 1,149 1,026 1,060 Sales and marketing 5,488 3,518 2,420 Research and development 3,031 2,012 1,797 General and administrative 7,687 4,346 4,335 Total stock-based compensation $ 18,592 $ 11,813 $ 10,395 Determination of Fair Value The fair value of service-based awards is estimated based on the market value of the Company’s stock on the date of grant. A portion of the performance-based restricted stock units granted during 2015 are based on relative stockholder return and therefore are subject to a market condition. As a result, the fair value of performance awards is calculated using a Monte Carlo simulation model that estimates the distribution of the potential outcomes of the grants of performance awards based on simulated future index of the peer companies. The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton valuation model. No stock options were granted during 2015 and 2014. The fair value of each ESPP share is estimated on the beginning date of the offering period using the Black-Scholes-Merton valuation model and the assumptions noted in the following table. Year Ended December 31, 2015 2014 2013 Stock Option Plans Expected life (in years) — — 5.0 to 6.1 Risk-free interest rate — — 1.41% to 1.93% Volatility — — 61% to 63% Dividend Yield — — — Employee Stock Purchase Plan Expected life (in years) 0.5 to 1.0 0.5 to 1.0 0.5 to 1.0 Risk-free interest rate 0.25% to 0.38% 0.05% to 0.12% 0.08% to 0.17% Volatility 39% to 40% 47% to 50% 41% to 62% Dividend Yield — — — Expected Dividend Yield —The Company has never paid dividends and does not expect to pay dividends. Risk-Free Interest Rate —The risk-free interest rate was based on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term. Expected Term —Expected term represents the period that the Company's stock-based awards are expected to be outstanding. The Company's assumptions about the expected term have been based on historical experience, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of its stock-based awards. The expected term for stock options was estimated using the simplified method allowed under SEC guidance. Expected Volatility —Expected volatility is based on the historical volatility over the expected term. Stock Options As of December 31, 2015 , the Company had $ 0.8 million of unrecognized compensation expense, net of forfeitures, which it expects to recognize over a weighted average period of 1.5 years . No stock options were granted during the years ended December 31, 2015 and 2014. The total intrinsic value of stock options exercised was $4.9 million , $5.9 million and $6.2 million for 2015 , 2014 and 2013, respectively. The total cash received from employees as a result of stock option exercises was $2.0 million , $2.9 million and $5.1 million for 2015 , 2014 and 2013, respectively. Stock option activity is summarized below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2012 3,035,482 $ 4.09 Granted 815,500 6.79 Exercised (1,427,456 ) 3.54 $ 6,151 Forfeited (108,306 ) 5.10 Expired (367,006 ) 5.30 Outstanding as of December 31, 2013 1,948,214 5.34 Exercised (701,220 ) 4.09 5,940 Forfeited (44,407 ) 7.40 Expired (26,626 ) 10.17 Outstanding as of December 31, 2014 1,175,961 5.89 Exercised (452,554 ) 4.63 4,913 Forfeited (50,760 ) 6.21 Outstanding as of December 31, 2015 672,647 $ 6.63 6.94 $ 8,032 Vested and Expected to Vest as of December 31, 2015 651,653 $ 6.62 6.91 $ 7,787 Exercisable as of December 31, 2015 443,849 $ 6.50 6.60 $ 5,356 As of December 31, 2015 , the range of exercise prices and weighted average remaining contractual life of outstanding options are as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price $4.00 - $5.70 109,000 3.84 $ 5.27 100,666 $ 5.35 $6.01 - $6.01 122,000 7.41 6.01 78,791 6.01 $6.25 - $6.25 47,500 7.43 6.25 47,500 6.25 $6.42 - $6.42 3,200 6.00 6.42 3,200 6.42 $6.59 - $6.59 132,963 7.49 6.59 62,379 6.59 $6.67 - $6.67 40,000 7.58 6.67 24,166 6.67 $6.74 - $6.74 2,334 6.08 6.74 2,188 6.74 $7.69 - $7.69 206,650 7.66 7.69 119,959 7.69 $9.17 - $9.17 6,000 7.75 9.17 3,375 9.17 $10.35 - $10.35 3,000 7.83 10.35 1,625 10.35 $4.00 - $10.35 672,647 6.93 $ 6.63 443,849 $ 6.50 Restricted Stock Units and Performance-based Restricted Stock Units As of December 31, 2015 , the Company had $ 17.8 million of unrecognized compensation expense, net of forfeitures, for time-based restricted stock units, which it expects to recognize over a weighted-average period of 1.9 years , and $ 6.4 million of unrecognized compensation expense, net of forfeitures, for performance-based restricted stock units, which it expects to recognize over a weighted-average period of 1.8 years . Restricted unit and performance-based restricted stock unit activity is summarized below: Restricted Stock Units Performance-based Restricted Stock Units Number of Shares Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Number of Shares Weighted Aggregate Unreleased as of December 31, 2012 2,947,749 161,934 Granted 857,562 351,736 Released (1,631,071 ) (123,801 ) Forfeited (648,859 ) (207,836 ) Unreleased as of December 31, 2013 1,525,381 182,033 Granted 1,441,699 471,800 Released (653,412 ) (82,857 ) Forfeited (138,745 ) (44,862 ) Unreleased as of December 31, 2014 2,174,923 526,114 Granted 1,446,908 418,956 Released (1,453,595 ) (89,314 ) Forfeited (169,472 ) (58,997 ) Unreleased as of December 31, 2015 1,998,764 0.79 $ 37,117 796,759 1.82 $ 14,796 Vested and Expected to Vest as of December 31, 2015 1,801,614 0.82 $ 29,634 646,745 1.76 $ 12,010 Restricted stock units and performance-based restricted stock units granted to employees are not considered outstanding at the time of grant, as the holders of these units are not entitled to dividends and voting rights. Unvested restricted stock units are not considered outstanding in the computation of basic net loss per share. Performance-based Restricted Stock Units In 2015 , the Company granted performance-based restricted stock units with vesting contingent on successful attainment of pre-set SaaS revenue growth and recurring revenue gross profit target over the three-year period from July 1, 2015 through June 30, 2018. The Company records stock-based compensation expense on a straight-line basis over the requisite service period. In 2015 , $ 0.7 million of expense, net of forfeiture, was recognized. In 2014 , the Company granted performance-based restricted stock units with vesting contingent on absolute SaaS revenue growth over the three-year period from January 1, 2014 through December 31, 2016, and on the Company's relative total shareholder return over the same three-year period compared to an index of 17 SaaS companies. The Company records stock-based compensation expense on a straight-line basis over the requisite service period. In 2015 , $ 2.8 million expense, net of forfeiture, was recognized. Employee Stock Purchase Plan The Company's Employee Stock Purchase Plan (ESPP), which was adopted in 2003 and amended and restated in 2013, qualifies as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code. The ESPP is designed to enable eligible employees to purchase shares of the Company's common stock at a discount on a periodic basis through payroll deductions. Each offering period under the ESPP covers 12 months and consists of two consecutive six-month purchase periods. The purchase price for shares of common stock purchased under the ESPP is 85% of the lesser of the fair market value of the Company's common stock on the first day of the applicable offering period and the fair market value of the Company's common stock on the last day of each purchase period. The Company issued approximately 256,000 , 319,000 and 435,000 shares under the ESPP during the years ended December 31, 2015 , 2014 and 2013 , respectively. The weighted-average fair value of stock purchase rights granted under the ESPP during 2015 , 2014 and 2013 was $ 4.61 per share, $3.59 per share and $1.96 per share, respectively. As of December 31, 2015 , the Company had $ 0.5 million of unrecognized compensation expense related to ESPP subscriptions that will be recognized over 0.4 years . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders' Equity Preferred Stock The Company's certificate of incorporation authorizes 5,000,000 shares of undesignated preferred stock with a par value of $0.001 , of which no shares were outstanding as of December 31, 2015 and 2014 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following is a geographical breakdown of consolidated loss before income taxes by income tax jurisdiction (in thousands): Year Ended December 31, 2015 2014 2013 United States $ (13,000 ) $ (11,557 ) $ (20,675 ) Foreign 643 1,008 1,319 Total $ (12,357 ) $ (10,549 ) $ (19,356 ) The provision for income taxes consists of the following (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ 4 $ (25 ) $ — State 3 3 — Foreign 992 1,138 1,815 Deferred: Federal 148 78 159 State 1 (89 ) — Foreign (357 ) (93 ) 81 Total provision for income taxes $ 791 $ 1,012 $ 2,055 Provision for income tax decreased in 2015 as compared to 2014 . The decrease was primarily due to a decrease in foreign withholding taxes, in part offset by increase in income taxes in foreign jurisdictions. The provision (benefit) for income taxes differs from the expected tax benefit computed by applying the statutory federal income tax rates to consolidated loss before income taxes as follows (in thousands): Year Ended December 31, 2015 2014 2013 Federal tax at statutory rate $ (4,200 ) $ (3,587 ) $ (6,581 ) State taxes, net of benefit 4 3 — Non-deductible expenses 600 453 1,248 Foreign taxes 415 703 1,447 Current year net operating losses and other deferred tax assets for which no benefit has been recognized 4,423 4,828 7,320 Research and experimentation credit (451 ) (1,239 ) (1,379 ) Tax benefit due to the recognition of acquired deferred tax liabilities — (149 ) — Total provision for income taxes $ 791 $ 1,012 $ 2,055 Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. In November 2015, the FASB ASU 2015-17, “ Balance Sheet Classification of Deferred Taxes, ” which simplifies the presentation of deferred income taxes. This ASU requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company early adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. Adoption of this ASU resulted in a reclassification of its net non-current deferred tax liabilities. Deferred tax accounts consist of the following (in thousands): As of December 31, 2015 2014 Deferred tax assets Net operating loss carryforwards $ 57,058 $ 54,712 Accrued expenses 4,743 5,420 Unrealized gain/loss on investments 263 916 Research and experimentation credit carryforwards 13,682 12,609 Capitalized research and experimentation costs 16,660 14,072 Deferred stock compensation 4,775 3,956 Gross deferred tax assets 97,181 91,685 Less valuation allowance (96,608 ) (90,598 ) Total deferred tax assets, net of valuation allowance 573 1,087 Deferred tax liabilities Property and equipment and intangibles (816 ) (1,699 ) Goodwill (1,174 ) (1,024 ) Gross deferred tax liabilities (1,990 ) (2,723 ) Net deferred tax liabilities $ (1,417 ) $ (1,636 ) In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based on the level of historical taxable income and projections for future taxable income over the period in which the temporary differences are deductible, the Company recorded a valuation allowance against the deferred tax assets for which it believes it is not more likely than not to be realized. As of December 31, 2015 and 2014, a valuation allowance has been recorded on all deferred tax assets, except the deferred tax assets related to three of its foreign subsidiaries, based on the analysis of profitability for those subsidiaries. The net changes for valuation allowance for years ended December 31, 2015 and 2014 were an increase of $ 6.0 million and $ 4.0 million , respectively. The Company recorded approximately $ 0 million and $ 0.9 million additional net deferred tax liabilities related to the various acquisitions completed during 2015 and 2014, respectively. The additional deferred tax liabilities create a new source of taxable income, thereby requiring the Company to release a portion of its deferred tax asset valuation allowance with a related reduction in income tax expense. As of December 31, 2015, the Company had net operating loss carryforwards for federal and California income tax purposes of $ 185.7 million and $ 39.7 million , respectively, available to reduce future income subject to income taxes. The federal net operating loss carryforwards, if not utilized, will expire over 20 years beginning in 2017. The California net operating loss carryforward, began to expire in 2016. Not included in the deferred income tax asset balance at December 31, 2015 is approximately $ 12.6 million , which pertains to certain net operating loss carryforwards resulting from the exercise of employee stock options. When recognized, the tax benefit of these losses will be accounted for as a credit to additional paid-in capital rather than a reduction of the income tax provision. The Company also has research credit carryforwards for federal and California income tax purposes of approximately $ 9.0 million and $ 9.5 million , respectively, available to reduce future income taxes. The federal research credit carryforward, if not utilized, will expire over 20 years beginning in 2019. The California research credit carries forward indefinitely. Federal and California tax laws impose restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an ownership change, as defined in Section 382 of the Internal Revenue Code. The Company's ability to utilize its net operating loss and tax credit carryforwards are subject to limitations under these provisions. The Company has not provided for federal income taxes on all of the non-U.S. subsidiaries' undistributed earnings as of December 31, 2015 of $ 4.2 million , because such earnings are intended to be indefinitely reinvested. The residual U.S. tax liability, if such amounts were remitted, would be nominal. The Company's unrecognized tax benefits are set forth below (in thousands): Year Ended December 31, 2015 2014 2013 Beginning balance $ 3,037 $ 2,843 $ 2,478 Increases (decreases) related to prior year tax positions (59 ) (44 ) 175 Increases related to current year tax positions 239 270 222 Reductions to unrecognized tax benefits as a result of a lapse of applicable statute of limitations (4 ) (32 ) (32 ) Ending balance (1) (2) $ 3,213 $ 3,037 $ 2,843 (1) 2014 ending balance consists of $ 2.7 million of the unrecognized tax benefits which reduced deferred tax assets, and $ 0.3 million was included in other liabilities on the consolidated balance sheet. (2) 2015 ending balance consists of $ 2.9 million of the unrecognized tax benefits which reduced deferred tax assets, and $ 0.4 million was included in other liabilities on the consolidated balance sheet. If recognized, $ 0.4 million of the unrecognized tax benefits at December 31, 2015 would reduce the Company's annual effective tax rate. The Company also accrued potential penalties and interest of $ 0.04 million related to these unrecognized tax benefits during 2015, and in total, as of December 31, 2015, the Company recorded a liability for potential penalties and interest of $ 0.1 million . The Company recognized interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statement of comprehensive loss. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheet. The Company classified the unrecognized tax benefits as a noncurrent liability, as the Company does not expect any payment of incremental taxes over the next 12 months. The Company also does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company files U.S., state, and foreign income tax returns in jurisdictions with varying statutes of limitations. All tax years generally remain subject to examination by federal and most state tax authorities. In foreign jurisdictions, the 2004 through 2015 tax years generally remain subject to examination by their respective tax authorities. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan In 1999, the Company established a 401(k) tax-deferred savings plan ("401(k) plan"), whereby eligible employees may contribute a percentage of their eligible compensation up to the maximum allowed under IRS rules. The Company's contributions are discretionary, and no such contributions have been made since the inception of this plan up until December 31, 2011. Beginning January 1, 2012, the Company contributed 50% of each dollar that an employee contributed to their 401(k) plan up to a maximum of $1,000 annually, and the vesting of the Company's contributions is based on years of service. During the years ended December 31, 2015 and 2014 , the Company recognized approximately $390,000 and $272,000 , respectively in expense related to the 401(k) plan match. |
Segment, Geographic and Custome
Segment, Geographic and Customer Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment, Geographic and Customer Information | Segment, Geographic and Customer Information The accounting principles guiding disclosures about segments of an enterprise and related information establishes standards for the reporting by business enterprises of information about operating segments, products and services, geographic areas, and major customers. The method of determining which information is reported is based on the way that management organizes the operating segments within the Company for making operational decisions and assessments of financial performance. The Company's chief operating decision maker is considered to be the Company's chief executive officer (CEO). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. By this definition, the Company operates in one reportable segment, which is the development, marketing and sale of enterprise software and related services. The following table summarizes revenue by geographic areas (in thousands): Year Ended December 31, 2015 2014 2013 United States and Canada $ 142,276 $ 110,707 $ 91,408 EMEA 17,695 15,162 12,241 Asia Pacific 9,627 8,400 5,379 Other 3,489 2,349 3,309 $ 173,087 $ 136,618 $ 112,337 No individual country, outside of the U.S. accounted for more than 10% of the Company's property, plant and equipment as of December 31, 2015 and 2014. As of December 31, 2015 , the Company's goodwill balance was $ 50.1 million , of which $ 11.0 million was located in U.K. (EMEA) and intangible asset balance of $14.9 million , and $ 2.0 million was located in U.K. (EMEA). No individual country, outside the U.S. accounted for more than 10% of goodwill and intangible asset balance as of December 31, 2015 . In 2015, 2014 and 2013, no customer accounted for more than 10% of total revenue. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In June 2013, in the normal course of business, the Company entered into agreements with Lithium Technologies, Inc. (“Lithium”), whose Chief Financial Officer is a member of the Company's Board of Directors. In 2014 and 2015, the Company renewed its annual subscription for Lithium's social media management solutions in the amounts of $ 120,000 and $ 155,000 , respectively, which were paid in full during 2014 and 2015, respectively. In 2013, Lithium entered into a two-year web hosting agreement with the Company, which was extended for another three years in 2015 in the amount of $ 138,000 per year, from which the Company recognized approximately $ 127,000 in hosting revenue. In addition, during 2015, the Company entered into various agreements with Lithium for professional services, and recognized approximately $ 107,165 in services revenue. In 2014, the Company purchased an annual subscription from Lithium for Community Administration for $ 45,000 , which was paid in full in January 2015. Additionally, in 2014, the Company purchased a one year consulting and training service contract for Social Success Services from Lithium for $ 40,000 , which was paid in full in 2014. In 2015, the Company incurred expenses of $ 30,000 for redesigning the user interface for Community Administration, which was paid to Lithium in full in May 2015. Additionally, in 2015, the Company purchased a one year consulting and training service contract for Social Success Services from Lithium for $ 60,000 , which was paid in full in October 2015. As of December 31, 2015 , $35,000 was included in prepaid and other current assets. |
The Company and Significant A22
The Company and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Callidus Software Inc. (referred to herein as "CallidusCloud", "Callidus", "we" and "our") is a provider of sales and marketing effectiveness software. The Company provides organizations with a complete suite of Lead-to-Money solutions that identify the right leads, ensure proper territory and quota distribution, train sales forces, automate quote and proposal generation, and streamline sales compensation. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Callidus Software, Inc. and its wholly-owned subsidiaries (collectively, the Company), which include wholly-owned subsidiaries in Australia, Canada, Germany, Hong Kong, India, Malaysia, Mexico, Netherlands, New Zealand, Serbia, Singapore, Japan and the United Kingdom. All intercompany transactions and balances have been eliminated in the consolidation. |
Use of Estimates | Use of Estimates The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles ("GAAP") as set forth in the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC") and consider the various staff accounting bulletins and other applicable guidance issued by the U.S. Securities and Exchange Commission ("SEC"). These accounting principles require us to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions upon which the Company relies are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions and actual results, the Company's consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result. In addition, illiquid credit markets, volatile equity and foreign currency markets by companies have contributed to the increase in uncertainty in management estimates and assumptions. Also, future events, such as changes in economic environment, cannot be determined with precision, which would cause actual results to differ materially from management's estimates. Such changes in estimates will be reflected in the consolidated financial statements in future periods. |
Foreign Currency Translation | Foreign Currency Translation The Company transacts business in various foreign currencies. In general, the functional currency of a foreign operation is the local country’s currency. Accordingly, the foreign currencies are translated into U.S. Dollars using exchange rates in effect at period end for assets and liabilities and average rates during each reporting period for the results of operations. Adjustments resulting from the translation of the financial statements of the foreign subsidiaries are reported as a separate component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in interest and other income (expense), net in the accompanying consolidated statements of comprehensive loss. |
Cash and Cash Equivalents and Investments | Cash and Cash Equivalents and Investments The Company considers all highly liquid instruments with an original maturity on the date of purchase of three months or less to be cash equivalents. Cash equivalents as of December 31, 2015 and 2014 consisted of money market funds. The Company determines the appropriate classification of investment securities at the time of purchase and re-evaluates such designation as of each balance sheet date. As of December 31, 2015 and 2014, all investment securities were designated as "available-for-sale". The Company considers available-for-sale securities that have an original maturity date longer than three months to be short-term investments, including those investments that have a maturity date of longer than one year that are highly liquid and for which the Company does not have a positive intent to hold to maturity. These securities are carried at estimated fair value based on quoted market prices or other readily available market information, with the unrealized gains and losses included in other comprehensive income (loss). Recognized gains and losses are included in the consolidated statement of comprehensive loss. When the Company has determined that an other-than-temporary decline in fair value has occurred, the amount of the decline is recognized in earnings. Gains and losses are determined using the specific identification method. |
Fair Value of Financial Instruments and Concentrations of Credit Risk | Fair Value of Financial Instruments and Concentrations of Credit Risk The fair value of certain of the Company's financial instruments that are not measured at fair value, including accounts receivable and accounts payable, approximates the carrying amount due to their short maturity. See Note 5, Fair Value Measurements, for discussion regarding the valuation of the Company's investments. Financial instruments that potentially subject us to concentrations of credit risk are cash equivalents, short-term investments and trade receivables. The Company mitigates concentration of risk by monitoring the risk profiles of all bank counterparties on at least a quarterly basis. Based on the on-going assessment of counterparty risk, the Company will adjust its exposure to various counterparties. The Company's customer base consists of businesses throughout the Americas, Europe, Middle East, Africa and Asia-Pacific. The Company performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. As of December 31, 2015 and 2014, the Company had no customers comprising greater than 10% of net accounts receivable or total revenue. Refer to Note 14, Segment, Geographic and Customer Information, for information regarding revenue by geographic areas. In May, 2014, the Company entered into a credit agreement with Wells Fargo Bank, National Association ("Wells Fargo"), under which Wells Fargo agreed to make a revolving loan ("Revolver") to the Company in an amount not to exceed $10.0 million , with an accordion feature that allows the Company to increase the maximum borrowing amount by not less than $5.0 million and not more than $10.0 million . In September 2014, the Company increased the maximum borrowing amount to $15.0 million . The Revolver matures in May 2019. In June 2015, the Company paid off the then outstanding amount of $10.5 million . As of December 31, 2015 the Company had no borrowings under the Revolver. Outstanding borrowings under the Revolver bear interest, at the Company's option, at a base rate plus an applicable margin. The applicable margin ranges between 0.75% and 2.25% depending on the Company's leverage ratio. Interest is payable every three months. |
Holdback Payable | Holdback Payable The Company estimates the fair value of an indemnity holdback payable, which relates to business combinations, based on the contract value. The terms of the holdback payable include standard representations and warranties. |
Contingent Consideration | Contingent Consideration The Company estimates the fair value of the contingent consideration issued in business combinations using a probability-based income approach. The fair value of the Company liability-classified contingent consideration is remeasured at each reporting period, with any changes in the fair value recorded as income or expense. Contingent acquisition consideration payable is included in accrued liabilities on the Company's consolidated balance sheets. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company reduces gross trade accounts receivable with its allowance for doubtful accounts. The allowance for doubtful accounts is the Company's estimate of the amount of probable credit losses in existing accounts receivable. Management analyzes accounts receivable and historical bad debt experience, customer creditworthiness, current economic trends and changes in customer payment history when evaluating the adequacy of the allowance for doubtful accounts. Provisions to the allowance for doubtful accounts are recorded in general and administrative expenses in the Company's consolidated statements of comprehensive loss. |
Prepaid and Other Current Assets and Deposits and Other Assets | Prepaid and Other Current Assets and Deposits and Other Assets Included in prepaid and other current assets and in deposits and other assets in the consolidated balance sheets at December 31, 2015 and 2014 is restricted cash totaling $0.3 million and $0.2 million , respectively, primarily related to security deposits on leases of the Company's facilities. The restricted cash represents investments in certificates of deposit required by landlords to meet security deposit requirements for the leased facilities. Restricted cash is included in prepaid and other current assets and in deposits and other assets based on the contractual term for the release of the restriction. |
Property and Equipment, net | Property and Equipment, net Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, generally three to five years . Leasehold improvements are amortized over the lesser of the assets' estimated useful lives or the related lease terms. Expenditures for maintenance and repairs are expensed as incurred. Cost and accumulated depreciation of assets sold or retired are removed from the respective property accounts and any resulting gain or loss is reflected in the consolidated statements of comprehensive loss. |
Goodwill, Intangible Assets, Long-Lived Assets and Impairment Assessments | Goodwill, Intangible Assets, Long-Lived Assets and Impairment Assessments Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with business combinations. Goodwill is not amortized, but instead goodwill is required to be tested for impairment annually and more frequently under certain circumstances. The Company performs such testing of goodwill in the fourth quarter of each year, and earlier if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company conducts a two-step test for impairment of goodwill. The first step of the test for goodwill impairment compares the fair value of the applicable reporting unit with its carrying value. If the fair value of a reporting unit is less than the reporting unit's carrying value, the Company will perform the second step of the test for impairment of goodwill. During the second step of the test for impairment of goodwill, the Company will compare the implied fair value of the reporting unit's goodwill with the carrying value of that goodwill. If the carrying value of the goodwill exceeds the calculated implied fair value, the excess amount will be recognized as an impairment loss. The Company has one reporting unit and evaluates goodwill for impairment at the entity level. Based upon the results of the step one testing, the Company concluded that no impairment existed as of December 31, 2015 , and did not perform the second step of the goodwill impairment test. Intangible assets with finite lives are amortized over their estimated useful lives of one to nine years . Generally, amortization is based on the higher of a straight-line method or the pattern in which the economic benefits of the intangible asset will be consumed. In 2015, we recorded impairment expense of $0.3 million and in 2014 and 2013 there was no impairment expense related to intangible assets. The Company also evaluates the recoverability of its long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. There were no other impairment charges recorded during the years ended December 31, 2015 , 2014 and 2013 . |
Business Combinations | Business Combinations The Company recognizes assets acquired, liabilities assumed, and contingent consideration at their fair value on the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed, with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company's consolidated statements of comprehensive loss. See Note 2 to the Company's consolidated financial statements, for a discussion of the Company's acquisitions during 2015 and 2014. In addition, uncertainties in income tax and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company continues to gather information and evaluate these items and records any adjustments to the preliminary estimates to goodwill when the estimates are within the measurement period. Subsequent to the measurement period, changes to these income tax uncertainties and tax related valuation allowances will affect the Company's provision for income taxes in its consolidated statements of comprehensive loss. |
Revenue Recognition | Revenue Recognition The Company generates revenue by providing software applications as a service ("SaaS") through an on-demand subscription, on-premise perpetual and term licenses and related software maintenance, and professional services. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Recurring Revenue. Recurring revenue, which includes software-as-a-service revenue and maintenance revenue, is recognized ratably over the stated contractual period. SaaS revenue consists of subscription fees from customers accessing our cloud-based service offerings. Maintenance revenue consists of fees from customers purchasing licenses and receiving support for such on-premise solutions. The Company also recognizes SaaS and maintenance revenue associated with customers using its products in excess of contracted usage ("Overages"). Overages are primarily attributed to SaaS products and such Overages are recorded in SaaS revenue in the period incurred. Revenue related to Overages was immaterial during the years ended December 31, 2015, 2014 and 2013. Service and License Revenue. Service and license revenue primarily consist of training, integration and configuration services. Generally, the Company's professional services arrangements are on a time-and-materials basis. Time and material services are recognized as the services are rendered based on inputs to the project, such as billable hours incurred. For fixed-fee professional service arrangements, the Company recognizes revenue under the proportional performance method of accounting and estimates the proportional performance on a monthly basis, utilizing hours incurred to date as a percentage of total estimated hours to complete the project. If the Company does not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion. Service and license revenue also includes revenue from perpetual licenses, which is recognized upon delivery of the product, using the residual method, assuming all the other conditions for revenue recognition have been met. In a limited number of arrangements with non-standard acceptance criteria, the Company defers the revenue until the acceptance criteria is satisfied. Reimbursements, including those related to travel and out-of-pocket expenses, are included in services and license revenue, and an equivalent amount of reimbursable expenses is included in cost of services and license revenue. In general, recurring revenue agreements are entered into for 12 to 36 months, and the professional services are performed within nine months of entering into a contract with the customer, depending on the size of integration. SaaS agreements provide specified service level commitments, excluding scheduled maintenance. The failure to meet this level of service availability may require the Company to credit qualifying customers a portion of their subscription and support fees. Based on the Company's historical experience meeting its service level commitments, the Company does not currently have any liabilities on its balance sheet for these commitments. The Company recognizes revenue when all of the following conditions are met: • Persuasive evidence of an arrangement exists; • Delivery has occurred or services have been rendered; • The fees are fixed or determinable; and • Collection of the fees is reasonably assured. If the Company determines that any one of the four criteria is not met, it will defer recognition of revenue until all the criteria are met. Multiple-deliverable arrangements with on-demand subscription. For on-demand subscription agreements with multiple-deliverables, the Company evaluates each element to determine whether it represents a separate unit of accounting. The Company determines the best estimated selling price of each deliverable in an arrangement based on a selling price hierarchy of methods contained in FASB Accounting Standards Update (“ASU”) No. 2009-13, Revenue Recognition (Accounting Standards Codification (“ASC”) Topic 605)- Multiple-Deliverable Revenue Arrangements. The best estimated selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling price (“ESP”), if neither VSOE nor TPE is available. Total arrangement fees are allocated to each element using the relative selling price method. The Company has currently established VSOE for most deliverables, except for fixed fee service arrangements and on-premise software licenses. The Company considered all of the following factors to establish the ESP for fixed fee service arrangements when sold with its on-demand services: the weighted average actual sales prices of professional services sold on a stand-alone basis for on-demand services; average billing rates for fixed fee service agreements when sold with on-demand services, cost plus a reasonable mark-up and other factors such as gross margin objectives, pricing practices and growth strategy. The Company is currently using cost plus a reasonable mark-up to establish ESP for fixed fee service arrangements. Multiple-deliverable arrangements with on-premise license. For arrangements with multiple-deliverables, including license, professional services and maintenance, the Company recognizes license revenue using the residual method of accounting pursuant to the requirements of the guidance contained in ASC 985-605, Software Revenue Recognition. Under the residual method, revenue is recognized when VSOE for fair value exists for all of the undelivered elements in the arrangement, but does not exist for one or more of the delivered elements in the arrangement. If evidence of fair value cannot be established for the undelivered elements, all of the revenue is deferred until evidence of fair value can be established, or until the items for which evidence of fair value cannot be established are delivered. For maintenance and certain professional services, the Company has established VSOE as a high number of stand-alone sales of this deliverable have been priced within a reasonably narrow range. The Company's revenue arrangements do not include a general right of return relative to the delivered products. Generally, for the Company's term-based licenses, if the only undelivered element is maintenance, the entire amount of revenue is recognized ratably, over the maintenance period. Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenue. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of invoicing and payments received in advance of revenue recognition and is recognized as the revenue recognition criteria are met. The Company invoices its customers annually, quarterly, or in monthly installments. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue. |
Cost of Revenue | Cost of Revenue Cost of recurring revenue consists primarily of salaries, benefits, allocated overhead costs related to on-demand operations and technical support personnel, as well as allocated amortization of purchased technology. Cost of services revenue consists primarily of salaries, benefits, travel and allocated overhead costs related to consulting, training and other professional services personnel, including cost of services provided by third-party consultants engaged by the Company. Cost of license revenue consists primarily of amortization of purchased technology. |
Deferred Commissions | Deferred Commissions The asset balance for deferred commissions on the Company's consolidated balance sheets totaled $ 7.1 million and $5.6 million at December 31, 2015 and December 31, 2014, respectively. As of December 31, 2015 and 2014 $ 6.0 million and $4.2 million respectively, deferred commissions are included in prepaid and other current assets in short-term assets, with the remaining amounts included in deposits and other assets in long-term assets in the consolidated balance sheets. The deferred costs mainly represent commission payments to the Company's direct sales force for on-demand subscription and maintenance agreements, which the Company amortizes as sales and marketing expense over the non-cancellable term of the contract as the related revenue is recognized. The commission payments are a direct and incremental cost of the revenue arrangements. |
Restructuring and Other Expenses | Restructuring and Other Expenses Restructuring and other expenses are comprised primarily of employee termination costs related to headcount reductions, costs related to properties abandoned in connection with facilities consolidation including estimated losses related to excess facilities based upon the Company's contractual obligations, net of estimated sublease income and related write-downs of leasehold improvements and impairment of intangible assets. The Company reassess the liability for excess facilities periodically based on market conditions. |
Research and Development | Research and Development The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of expenses for research and development staff, the cost of certain third-party service providers and allocated overhead. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for stock-based awards made to employees and directors including employee stock options and employee stock purchases under the Company's Employee Stock Purchase Plan ("ESPP") based on estimated fair values on the date of grant using the Black-Scholes option pricing model. Stock-based compensation expense for restricted stock units, relating to both performance and time-based awards, is estimated based on the market value of the Company's stock on the date of grant. The Company granted performance-based restricted stock units ("PSUs") to select executives and other key employees. Vesting of the Company's PSUs is based on achievement of specified company or other goals. In 2015, the Company granted PSUs with vesting contingent on its absolute SaaS revenue growth over the three-year period from July 1, 2015 through June 30, 2018. In 2014, the Company granted PSUs with vesting contingent on its absolute SaaS revenue growth over the three-year period from January 1, 2014 through December 31, 2016, and on the Company's relative total shareholder return over the same three-year period compared to an index of 17 SaaS companies. The fair value of the performance awards is calculated using a Monte Carlo simulation model that estimates the potential outcomes of grants of performance awards based on a simulated future index of peer companies. PSU awards based on SaaS revenue growth will, to the extent the performance criteria are achieved, vest on the third anniversary of the grant date. PSU awards based on total shareholder return is recognized as compensation costs over the requisite service period, if rendered, even if the market condition is never satisfied. In determining the fair value of PSUs based on total shareholder return the Company considered the achievement of the market condition in the estimated fair value. |
Income Taxes | Income Taxes The Company is subject to income and foreign withholding taxes in both the United States and foreign jurisdictions and the Company uses estimates in determining its provision for income taxes. This process involves estimating actual current tax assets and liabilities together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded on the consolidated balance sheets. Net deferred tax assets are recorded to the extent the Company believes that it is more-likely-than-not realized. In making such determination, all available positive and negative evidence is considered, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. With the exception of the net deferred tax assets of three of the Company's foreign subsidiaries, it maintained a full valuation allowance against its net deferred tax assets at December 31, 2015 because the Company believes that it is not more-likely-than-not that the gross deferred tax assets will be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance, in the event the Company was able to determine that it would be able to realize the deferred tax assets in the future, an adjustment to the deferred tax assets would increase net income in the period such determination was made. The Company regularly reviews its tax positions and benefits to be realized. The Company recognizes tax liabilities based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company recognizes interest and penalties related to income tax matters as income tax expense. In 2015 , 2014 and 2013 , the Company incurred $35,000 , $24,000 and $27,000 , respectively, for interest or penalties associated with unrecognized tax benefits. |
Advertising Costs | Advertising Costs The Company expenses advertising costs in the period incurred. Advertising expense was $2.1 million , $1.2 million , and $0.2 million for 2015 , 2014 and 2013 , respectively. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is the total of net income (loss), unrealized gains and losses on investments and foreign currency translation adjustments. Unrealized gains and losses on investments and foreign currency translation adjustment amounts are excluded from net loss and are reported in accumulated other comprehensive income (loss) in the accompanying consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2015, the FASB issued ASU No. 2015-17 (ASU 2015-17), “Balance Sheet Classification of Deferred Taxes,” which simplifies the presentation of deferred income taxes. This ASU requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company early adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. Adoption of this ASU resulted in a reclassification of the Company's net current deferred tax liabilities to net non-current deferred tax liabilities in its consolidated balance sheets as of December 31, 2015. No prior periods were adjusted retrospectively. In May 2014, the FASB issued ASU No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 may also impact how the Company accounts for certain direct costs associated with its revenues. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted one year earlier. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. The Company has not elected a transition method and is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on the consolidated financial statements and does not plan to early adopt this standard. |
The Company and Significant A23
The Company and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of changes in allowance for doubtful accounts | Below is a summary of the changes in the Company's allowance for doubtful accounts for 2015 , 2014 and 2013 (in thousands): Balance at Beginning of Year Additions Deductions Balance at End of Year Allowance for doubtful accounts Year ended December 31, 2015 $ 1,063 $ 912 $ (665 ) $ 1,310 Year ended December 31, 2014 650 996 (583 ) 1,063 Year Ended December 31, 2013 481 830 (661 ) 650 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions | |
Schedule of intangible assets | Intangible assets consisted of the following as of December 31, 2015 and 2014 (in thousands): December 31, 2014 Cost December 31, 2014 Net Net Additions (1) Foreign Currency Translation Impact Amortization Expense (2) December 31, 2015 Net Weighted Average Amortization Period (Years) Developed technology $ 25,093 $ 10,251 $ 2,407 $ (34 ) $ (3,452 ) $ 9,172 3.5 Customer relationships 9,414 4,270 300 (39 ) (1,456 ) 3,075 3.0 Tradenames 2,208 1,191 — (37 ) (399 ) 755 2.8 Favorable lease 53 — — — — — N/A Patents and licenses 3,059 2,045 220 — (382 ) 1,883 5.4 Other 142 — — — — — N/A Total $ 39,969 17,757 $ 2,927 $ (110 ) $ (5,689 ) $ 14,885 (1) Included in the additions are the intangibles acquired for BridgeFront of $ 2.1 million as discussed in Note 2 to the consolidated financial statements and other purchased technology as part of the normal course of operations. (2) Included in amortization expense is $ 0.3 million of impairment on intangible assets. December 31, December 31, 2013 Net Net Additions Foreign Currency Translation Impact Amortization Expense December 31, Weighted Developed technology $ 21,187 $ 9,669 $ 3,906 $ (53 ) $ (3,271 ) $ 10,251 4.1 Customer relationships 8,154 4,076 1,260 (41 ) (1,025 ) 4,270 3.6 Tradenames 1,522 828 686 (25 ) (298 ) 1,191 3.6 Favorable lease 53 — — — — — N/A Patents and licenses 3,059 2,393 — — (348 ) 2,045 6.7 Other 142 29 — — (29 ) — N/A Total $ 34,117 $ 16,995 $ 5,852 $ (119 ) $ (4,971 ) $ 17,757 (1) Included in the additions are the intangibles acquired in 2015 for BridgeFront and in 2014 for Clicktools of $3.0 million and LeadRocket of $ 2.6 million as discussed in Note 2 to the consolidated financial statements and other purchased technology as part of the normal course of operations. |
BridgeFront LLC | |
Acquisitions | |
Schedule of components of acquisition purchase price | The purchase price allocation for BridgeFront is summarized as follows (in thousands): Fair Value Net liabilities assumed $ (849 ) Intangible assets 2,100 Goodwill 3,750 Total purchase price $ 5,001 |
Schedule of intangible assets | The following table sets forth the components of identifiable intangible assets acquired, their weighted-average useful lives over which they will be amortized using the higher of the straight-line method or the pattern in which the economic benefits of the intangible assets will be consumed. The classification of their amortized expense in the consolidated statements of comprehensive loss (in thousands): Fair Value Weighted -Average Useful life Consolidated statements of comprehensive loss Classification: Amortization Expense Developed technology $ 1,800 5 years Cost of sales Customer relationships 300 5 years Sales and marketing expense Total intangible assets subject to amortization $ 2,100 |
Clicktools | |
Acquisitions | |
Schedule of components of acquisition purchase price | The purchase price allocation for Clicktools is summarized as follows (in thousands): Fair Value Net liabilities assumed $ (1,270 ) Intangible assets 3,000 Goodwill 14,675 Total purchase price $ 16,405 |
Schedule of intangible assets | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of the Clicktools acquisition (in thousands). The intangible assets are reported in British Pounds and was translated to U.S. Dollars at December 31, 2015 . Fair Value Useful Life Developed technology $ 1,300 3 years Domain names and trademarks 600 3 years Customer relationships 1,100 3 years Total intangible assets subject to amortization $ 3,000 |
LeadRocket, Inc. | |
Acquisitions | |
Schedule of components of acquisition purchase price | The purchase price allocation for LeadRocket is summarized as follows (in thousands): Fair Value Net liabilities assumed $ (1,224 ) Intangible assets 2,640 Goodwill 1,584 Total purchase price $ 3,000 |
Schedule of intangible assets | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of the LeadRocket acquisition (in thousands): Fair Value Useful Life Developed technology $ 570 2-4 years Patents 1,060 10 years Domain names and trademarks 850 5 years Customer relationships 160 3 years Total intangible assets subject to amortization $ 2,640 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill for the fiscal years ended December 31, 2015 and 2014 are as follows (in thousands): Goodwill Balance as of December 31, 2013 $ 31,207 Acquisitions 16,259 Foreign currency translation impact $ (496 ) Balance as of December 31, 2014 $ 46,970 Acquisitions 3,750 Foreign currency translation impact (574 ) Balance as of December 31, 2015 $ 50,146 |
Schedule of intangible assets | Intangible assets consisted of the following as of December 31, 2015 and 2014 (in thousands): December 31, 2014 Cost December 31, 2014 Net Net Additions (1) Foreign Currency Translation Impact Amortization Expense (2) December 31, 2015 Net Weighted Average Amortization Period (Years) Developed technology $ 25,093 $ 10,251 $ 2,407 $ (34 ) $ (3,452 ) $ 9,172 3.5 Customer relationships 9,414 4,270 300 (39 ) (1,456 ) 3,075 3.0 Tradenames 2,208 1,191 — (37 ) (399 ) 755 2.8 Favorable lease 53 — — — — — N/A Patents and licenses 3,059 2,045 220 — (382 ) 1,883 5.4 Other 142 — — — — — N/A Total $ 39,969 17,757 $ 2,927 $ (110 ) $ (5,689 ) $ 14,885 (1) Included in the additions are the intangibles acquired for BridgeFront of $ 2.1 million as discussed in Note 2 to the consolidated financial statements and other purchased technology as part of the normal course of operations. (2) Included in amortization expense is $ 0.3 million of impairment on intangible assets. December 31, December 31, 2013 Net Net Additions Foreign Currency Translation Impact Amortization Expense December 31, Weighted Developed technology $ 21,187 $ 9,669 $ 3,906 $ (53 ) $ (3,271 ) $ 10,251 4.1 Customer relationships 8,154 4,076 1,260 (41 ) (1,025 ) 4,270 3.6 Tradenames 1,522 828 686 (25 ) (298 ) 1,191 3.6 Favorable lease 53 — — — — — N/A Patents and licenses 3,059 2,393 — — (348 ) 2,045 6.7 Other 142 29 — — (29 ) — N/A Total $ 34,117 $ 16,995 $ 5,852 $ (119 ) $ (4,971 ) $ 17,757 (1) Included in the additions are the intangibles acquired in 2015 for BridgeFront and in 2014 for Clicktools of $3.0 million and LeadRocket of $ 2.6 million as discussed in Note 2 to the consolidated financial statements and other purchased technology as part of the normal course of operations. |
Schedule of future expected amortization | Total future expected amortization is as follows (in thousands): Developed Technology Customer Relationships Tradenames Patents and Licenses Year Ending December 31: 2016 $ 3,210 $ 1,209 $ 331 $ 498 2017 2,777 1,040 248 376 2018 1,891 557 100 314 2019 694 136 33 180 2020 275 81 33 168 2021 and beyond 325 52 10 347 Total expected amortization expense $ 9,172 $ 3,075 $ 755 $ 1,883 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Financial Instruments | |
Schedule of components of the Company's debt and marketable equity securities classified as available-for-sale | The components of the Company's marketable debt securities classified as available-for-sale were as follows for December 31, 2014 (in thousands): December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash $ 27,890 $ — $ — $ 27,890 Cash equivalents: Money market funds 6,310 — — 6,310 Total cash equivalents 6,310 — — 6,310 Total cash and cash equivalents $ 34,200 $ — $ — $ 34,200 Short-term investments: U.S. government and agency obligations $ 2,773 $ — $ (7 ) $ 2,766 Corporate notes and obligations — — — — Total short-term investments $ 2,773 $ — $ (7 ) $ 2,766 The components of the Company's marketable debt securities classified as available-for-sale were as follows at December 31, 2015 (in thousands): December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash $ 77,191 $ — $ — $ 77,191 Cash equivalents: Money market funds 41 — — 41 Total cash equivalents 41 — — 41 Total cash and cash equivalents $ 77,232 $ — $ — $ 77,232 Short-term investments: Certificates of deposit 1,500 — — 1,500 U.S. government and agency obligations 7,423 — (16 ) 7,407 Corporate notes and obligations 11,087 — (17 ) 11,070 Total short-term investments $ 20,010 $ — $ (33 ) $ 19,977 |
Schedule of contractual maturities of available-for-sale debt securities | For investments in securities classified as available-for-sale, market value and the amortized cost of debt securities have been classified in accordance with the following maturity groupings based on the contractual maturities of those securities as of December 31, 2015 (in thousands): Contractual Maturity Amortized Cost Estimated Fair Value Less than 1 year $ 15,151 $ 15,133 Between 1 and 2 years 4,859 4,844 Total $ 20,010 $ 19,977 For investments in securities classified as available-for-sale, estimated fair value and the amortized cost of debt securities have been classified in accordance with the following maturity groupings based on the contractual maturities of those securities as of December 31, 2014 (in thousands): Contractual Maturity Amortized Estimated Less than 1 year $ 1,956 $ 1,954 Between 1 and 2 years 817 812 Total $ 2,773 $ 2,766 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of estimated fair value of financial assets | The Company measures financial assets at fair value on an ongoing basis. The estimated fair value of the Company's financial assets was determined using the following inputs at December 31, 2015 and 2014 (in thousands): Fair Value Measurements at Reporting Date Using December 31, 2015 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market funds (1) $ 41 $ 41 $ — $ — Certificates of deposit (2) 1,500 — 1,500 — U.S. government and agency obligations (2) 7,407 — 7,407 — Corporate notes and obligations (2) 11,070 — 11,070 — Total $ 20,018 $ 41 $ 19,977 $ — Liabilities: Contingent consideration and related liabilities (3) $ 324 $ — $ — $ 324 Total $ 324 $ — $ — $ 324 (1) Included in cash and cash equivalents on the consolidated balance sheets. (2) Included in short-term investments on the consolidated balance sheets. (3) Included in accrued expenses on the consolidated balance sheets. Fair Value Measurements at Reporting Date Using December 31, 2014 Total Quoted Prices in Significant Significant Assets: Money market funds(1) $ 6,310 $ 6,310 $ — $ — Corporate notes and obligations(2) — — — — U.S. government and agency obligations(2) 2,766 — 2,766 — Total $ 9,076 $ 6,310 $ 2,766 $ — (1) Included in cash and cash equivalents on the consolidated balance sheets. (2) Included in short-term investments on the consolidated balance sheets. (3) During 2014 the Company had no Level 3 instruments. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Balance Sheet Components | |
Schedule of components of property and equipment | Property and equipment consisted of the following (in thousands): Estimated Useful Life As of December 31, 2015 2014 Equipment 3-5 years $ 27,481 $ 24,189 Purchased software 3 years 6,860 6,784 Furniture and fixtures 5 years 2,220 1,772 Leasehold improvements Lease term up to 5 years 4,305 1,947 Construction in progress 2,190 3,724 Property and equipment, gross 43,056 38,416 Less: Accumulated depreciation 22,516 19,661 Property and equipment, net $ 20,540 $ 18,755 |
Schedule of components of prepaid and other current assets | Total prepaid and other current assets consisted of the following (in thousands): As of December 31, 2015 2014 Deferred commissions $ 5,971 $ 4,215 Prepaid expenses 4,894 5,856 Other current assets 520 313 Total prepaid and other current assets $ 11,385 $ 10,384 |
Schedule of components of accrued payroll and related expenses | Accrued payroll and related expenses consisted of the following (in thousands): As of December 31, 2015 2014 Vacation accrual $ 3,189 $ 2,793 Commissions 3,362 2,387 Bonus 3,173 1,628 ESPP 1,109 966 Accrued payroll related expenses 1,677 1,277 Total accrued payroll related expenses $ 12,510 $ 9,051 |
Schedule of components of accrued expenses | Accrued expenses consisted of the following (in thousands): As of December 31, 2015 2014 Sales tax payable $ 454 $ 733 Deferred income tax — 1,475 Versata litigation settlement 1,963 1,963 Holdback payable 403 1,922 Customer payments 1,046 998 Equipment financing arrangement — 3,775 Accrued expenses 7,151 7,477 Total accrued expenses $ 11,017 $ 18,343 |
Restructuring and Other (Tables
Restructuring and Other (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Summary of accrued restructuring expenses | The following table sets forth a summary of accrued restructuring expenses (included in accrued expenses in the consolidated balance sheets) for 2015 and 2014 (in thousands): December 31, 2014 Additions Adjustments Cash Payments December 31, 2015 Severance and termination-related costs $ — $ 278 $ — $ (278 ) $ — Facilities related costs 194 350 — (527 ) 17 Total accrued restructuring expenses $ 194 $ 628 $ — $ (805 ) $ 17 December 31, Additions Adjustments Cash Payments December 31, Severance and termination-related costs $ 141 $ 70 $ — $ (211 ) $ — Facilities related costs 234 162 20 (222 ) 194 Total accrued restructuring expenses $ 375 $ 232 $ 20 $ (433 ) $ 194 |
Contractual Obligations, Comm30
Contractual Obligations, Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of non-cancelable long-term operating and capital lease obligations and unconditional purchase commitments | For each of the next five years and beyond, the Company has the following contractual obligations, long-term operating obligations and unconditional purchase commitments (in thousands): Settlement Payable (1) Unconditional Purchase Commitments (2) Operating Lease Commitments (3) Principal Interest Year Ending December 31: 2016 $ 1,968 $ 34 $ 1,224 $ 3,187 2017 466 34 800 2,861 2018 — — — 2,846 2019 — — — 2,725 2020 — — — 2,796 2021 and beyond — — — 4,989 Future minimum payments $ 2,434 $ 68 $ 2,024 $ 19,404 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of potential weighted average common shares excluded from computation of diluted net loss per share | Diluted net loss per share does not include the effect of the following potential weighted average common shares because to do so would be anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2015 2014 2013 Restricted stock 2,728 2,379 1,918 Stock options 883 1,630 2,490 ESPP 10 39 42 Convertible notes — 829 7,129 Total 3,621 4,877 11,579 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Summary of the Company's shares available for grant | Shares Available for Grant A summary of the Company's shares available for grant and the status of options | |
Summary of stock-based compensation expenses | The table below sets forth a summary of stock-based compensation expense as follows (in thousands). Year Ended December 31, 2015 2014 2013 Stock-based compensation: Stock Options $ 613 $ 790 $ 866 Restricted Stock Units 13,524 7,705 7,835 Performance-based Restricted Stock Units 3,505 2,370 1,097 ESPP 950 948 597 Total stock-based compensation $ 18,592 $ 11,813 $ 10,395 | |
Schedule of functional classification of stock-based compensation expense | The table below sets forth the functional classification of stock-based compensation expense as follows (in thousands): Year Ended December 31, 2015 2014 2013 Stock-based compensation: Cost of recurring revenue $ 1,237 $ 911 $ 783 Cost of services and other revenue 1,149 1,026 1,060 Sales and marketing 5,488 3,518 2,420 Research and development 3,031 2,012 1,797 General and administrative 7,687 4,346 4,335 Total stock-based compensation $ 18,592 $ 11,813 $ 10,395 | |
Schedule of valuation assumptions for determining the fair value of stock options and employee stock purchase plans | The fair value of each ESPP share is estimated on the beginning date of the offering period using the Black-Scholes-Merton valuation model and the assumptions noted in the following table. Year Ended December 31, 2015 2014 2013 Stock Option Plans Expected life (in years) — — 5.0 to 6.1 Risk-free interest rate — — 1.41% to 1.93% Volatility — — 61% to 63% Dividend Yield — — — Employee Stock Purchase Plan Expected life (in years) 0.5 to 1.0 0.5 to 1.0 0.5 to 1.0 Risk-free interest rate 0.25% to 0.38% 0.05% to 0.12% 0.08% to 0.17% Volatility 39% to 40% 47% to 50% 41% to 62% Dividend Yield — — — | |
Schedule of stock option activity | Stock option activity is summarized below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2012 3,035,482 $ 4.09 Granted 815,500 6.79 Exercised (1,427,456 ) 3.54 $ 6,151 Forfeited (108,306 ) 5.10 Expired (367,006 ) 5.30 Outstanding as of December 31, 2013 1,948,214 5.34 Exercised (701,220 ) 4.09 5,940 Forfeited (44,407 ) 7.40 Expired (26,626 ) 10.17 Outstanding as of December 31, 2014 1,175,961 5.89 Exercised (452,554 ) 4.63 4,913 Forfeited (50,760 ) 6.21 Outstanding as of December 31, 2015 672,647 $ 6.63 6.94 $ 8,032 Vested and Expected to Vest as of December 31, 2015 651,653 $ 6.62 6.91 $ 7,787 Exercisable as of December 31, 2015 443,849 $ 6.50 6.60 $ 5,356 | |
Schedule of range of exercise prices and weighted average remaining contractual life of outstanding options | As of December 31, 2015 , the range of exercise prices and weighted average remaining contractual life of outstanding options are as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price $4.00 - $5.70 109,000 3.84 $ 5.27 100,666 $ 5.35 $6.01 - $6.01 122,000 7.41 6.01 78,791 6.01 $6.25 - $6.25 47,500 7.43 6.25 47,500 6.25 $6.42 - $6.42 3,200 6.00 6.42 3,200 6.42 $6.59 - $6.59 132,963 7.49 6.59 62,379 6.59 $6.67 - $6.67 40,000 7.58 6.67 24,166 6.67 $6.74 - $6.74 2,334 6.08 6.74 2,188 6.74 $7.69 - $7.69 206,650 7.66 7.69 119,959 7.69 $9.17 - $9.17 6,000 7.75 9.17 3,375 9.17 $10.35 - $10.35 3,000 7.83 10.35 1,625 10.35 $4.00 - $10.35 672,647 6.93 $ 6.63 443,849 $ 6.50 | |
Schedule of restricted and performance stock unit activity | Restricted unit and performance-based restricted stock unit activity is summarized below: Restricted Stock Units Performance-based Restricted Stock Units Number of Shares Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Number of Shares Weighted Aggregate Unreleased as of December 31, 2012 2,947,749 161,934 Granted 857,562 351,736 Released (1,631,071 ) (123,801 ) Forfeited (648,859 ) (207,836 ) Unreleased as of December 31, 2013 1,525,381 182,033 Granted 1,441,699 471,800 Released (653,412 ) (82,857 ) Forfeited (138,745 ) (44,862 ) Unreleased as of December 31, 2014 2,174,923 526,114 Granted 1,446,908 418,956 Released (1,453,595 ) (89,314 ) Forfeited (169,472 ) (58,997 ) Unreleased as of December 31, 2015 1,998,764 0.79 $ 37,117 796,759 1.82 $ 14,796 Vested and Expected to Vest as of December 31, 2015 1,801,614 0.82 $ 29,634 646,745 1.76 $ 12,010 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of geographical breakdown of consolidated loss before income taxes by income tax jurisdiction | The following is a geographical breakdown of consolidated loss before income taxes by income tax jurisdiction (in thousands): Year Ended December 31, 2015 2014 2013 United States $ (13,000 ) $ (11,557 ) $ (20,675 ) Foreign 643 1,008 1,319 Total $ (12,357 ) $ (10,549 ) $ (19,356 ) |
Schedule of provision for income taxes | The provision for income taxes consists of the following (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ 4 $ (25 ) $ — State 3 3 — Foreign 992 1,138 1,815 Deferred: Federal 148 78 159 State 1 (89 ) — Foreign (357 ) (93 ) 81 Total provision for income taxes $ 791 $ 1,012 $ 2,055 |
Schedule of provision (benefit) for income taxes that differs from the expected tax benefit computed by applying the statutory federal income tax rates to consolidated loss before income taxes | The provision (benefit) for income taxes differs from the expected tax benefit computed by applying the statutory federal income tax rates to consolidated loss before income taxes as follows (in thousands): Year Ended December 31, 2015 2014 2013 Federal tax at statutory rate $ (4,200 ) $ (3,587 ) $ (6,581 ) State taxes, net of benefit 4 3 — Non-deductible expenses 600 453 1,248 Foreign taxes 415 703 1,447 Current year net operating losses and other deferred tax assets for which no benefit has been recognized 4,423 4,828 7,320 Research and experimentation credit (451 ) (1,239 ) (1,379 ) Tax benefit due to the recognition of acquired deferred tax liabilities — (149 ) — Total provision for income taxes $ 791 $ 1,012 $ 2,055 |
Schedule of components of net deferred tax assets | Deferred tax accounts consist of the following (in thousands): As of December 31, 2015 2014 Deferred tax assets Net operating loss carryforwards $ 57,058 $ 54,712 Accrued expenses 4,743 5,420 Unrealized gain/loss on investments 263 916 Research and experimentation credit carryforwards 13,682 12,609 Capitalized research and experimentation costs 16,660 14,072 Deferred stock compensation 4,775 3,956 Gross deferred tax assets 97,181 91,685 Less valuation allowance (96,608 ) (90,598 ) Total deferred tax assets, net of valuation allowance 573 1,087 Deferred tax liabilities Property and equipment and intangibles (816 ) (1,699 ) Goodwill (1,174 ) (1,024 ) Gross deferred tax liabilities (1,990 ) (2,723 ) Net deferred tax liabilities $ (1,417 ) $ (1,636 ) |
Schedule of activity related to the Company's unrecognized tax benefits | The Company's unrecognized tax benefits are set forth below (in thousands): Year Ended December 31, 2015 2014 2013 Beginning balance $ 3,037 $ 2,843 $ 2,478 Increases (decreases) related to prior year tax positions (59 ) (44 ) 175 Increases related to current year tax positions 239 270 222 Reductions to unrecognized tax benefits as a result of a lapse of applicable statute of limitations (4 ) (32 ) (32 ) Ending balance (1) (2) $ 3,213 $ 3,037 $ 2,843 (1) 2014 ending balance consists of $ 2.7 million of the unrecognized tax benefits which reduced deferred tax assets, and $ 0.3 million was included in other liabilities on the consolidated balance sheet. (2) 2015 ending balance consists of $ 2.9 million of the unrecognized tax benefits which reduced deferred tax assets, and $ 0.4 million was included in other liabilities on the consolidated balance sheet. |
Segment, Geographic and Custo34
Segment, Geographic and Customer Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Summary of revenues by geographic areas | The following table summarizes revenue by geographic areas (in thousands): Year Ended December 31, 2015 2014 2013 United States and Canada $ 142,276 $ 110,707 $ 91,408 EMEA 17,695 15,162 12,241 Asia Pacific 9,627 8,400 5,379 Other 3,489 2,349 3,309 $ 173,087 $ 136,618 $ 112,337 |
The Company and Significant A35
The Company and Significant Accounting Policies - Fair Value of Financial Instruments and Concentrations of Credit Risk (Details) - Line of Credit - Wells Fargo Credit Agreement - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2014 | May. 31, 2014 | |
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 15,000,000 | $ 10,000,000 | ||
Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 5,000,000 | |||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Repayments of lines of credit | $ 10,500,000 | |||
Borrowings outstanding during period | $ 0 | |||
Revolving Credit Facility [Member] | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 0.75% | |||
Revolving Credit Facility [Member] | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 2.25% |
The Company and Significant A36
The Company and Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - Allowance for doubtful accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for doubtful accounts | |||
Balance at Beginning of Year | $ 1,063 | $ 650 | $ 481 |
Additions | 912 | 996 | 830 |
Deductions | (665) | (583) | (661) |
Balance at End of Year | $ 1,310 | $ 1,063 | $ 650 |
The Company and Significant A37
The Company and Significant Accounting Policies - Prepaid and Other Current Assets and Deposits and Other Assets (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restricted cash included in deposits and other assets | $ 0.3 | $ 0.2 |
The Company and Significant A38
The Company and Significant Accounting Policies - Property and Equipment, net (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum | |
Property and Equipment, net | |
Useful lives | 3 years |
Maximum | |
Property and Equipment, net | |
Useful lives | 5 years |
The Company and Significant A39
The Company and Significant Accounting Policies - Goodwill, Intangible Assets, Long-Lived Assets and Impairment Assessments (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of reporting units | segment | 1 | ||
Intangible assets with finite lives | |||
Impairment on intangible assets | $ | $ 300,000 | $ 0 | $ 0 |
Minimum | |||
Intangible assets with finite lives | |||
Amortization period | 1 year | ||
Maximum | |||
Intangible assets with finite lives | |||
Amortization period | 9 years |
The Company and Significant A40
The Company and Significant Accounting Policies - Business Combinations (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Measurement period of business combinations | 1 year |
The Company and Significant A41
The Company and Significant Accounting Policies - Deferred Commissions (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred Costs | $ 7.1 | $ 5.6 |
Deferred commissions included in prepaid and other current assets | $ 6 | $ 4.2 |
The Company and Significant A42
The Company and Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Interest and penalties associated with unrecognized tax benefits | $ 35 | $ 24 | $ 27 |
The Company and Significant A43
The Company and Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising expense | $ 2.1 | $ 1.2 | $ 0.2 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Jul. 22, 2015 | Sep. 16, 2014 | Feb. 04, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 05, 2015 |
Acquisitions | |||||||
Amortization of intangible assets | $ 5,687 | $ 4,971 | $ 4,825 | ||||
Developed technology | |||||||
Acquisitions | |||||||
Amortization of intangible assets | 3,452 | 3,271 | |||||
Tradename | |||||||
Acquisitions | |||||||
Amortization of intangible assets | 399 | 298 | |||||
Customer relationships | |||||||
Acquisitions | |||||||
Amortization of intangible assets | 1,456 | $ 1,025 | |||||
BridgeFront LLC | |||||||
Acquisitions | |||||||
Total purchase consideration | $ 5,001 | ||||||
Cash paid for the acquisition | 4,400 | ||||||
Consideration held back for stakeholder representative expenses | 100 | ||||||
Indemnity holdback | 400 | ||||||
Earn out payments | 600 | ||||||
Earn out payments compensation expense | 500 | ||||||
Working capital adjustment | 100 | ||||||
Amortization of intangible assets | 200 | ||||||
BridgeFront LLC | Earn-Out | |||||||
Acquisitions | |||||||
Contingent consideration liability | $ 100 | 300 | |||||
BridgeFront LLC | General and administrative | |||||||
Acquisitions | |||||||
Transaction costs | $ 500 | ||||||
Clicktools | |||||||
Acquisitions | |||||||
Total purchase consideration | $ 16,405 | ||||||
Cash paid for the acquisition | 14,800 | ||||||
Clicktools | United Kingdom, Pounds | |||||||
Acquisitions | |||||||
Indemnity holdback | $ 1,000 | ||||||
LeadRocket, Inc. | |||||||
Acquisitions | |||||||
Total purchase consideration | $ 3,000 | ||||||
Cash paid for the acquisition | 2,500 | ||||||
Indemnity holdback | $ 500 | $ 300 |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jul. 22, 2015 | Sep. 16, 2014 | Feb. 04, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Components of identifiable intangible assets acquired in connection with the acquisition | ||||||
Goodwill | $ 50,146 | $ 46,970 | $ 31,207 | |||
BridgeFront LLC | ||||||
Components of identifiable intangible assets acquired in connection with the acquisition | ||||||
Net liabilities assumed | $ 849 | |||||
Identifiable intangible assets | 2,100 | |||||
Goodwill | 3,750 | |||||
Total purchase price | $ 5,001 | |||||
Clicktools | ||||||
Components of identifiable intangible assets acquired in connection with the acquisition | ||||||
Net liabilities assumed | $ 1,270 | |||||
Identifiable intangible assets | 3,000 | |||||
Goodwill | 14,675 | |||||
Total purchase price | $ 16,405 | |||||
LeadRocket, Inc. | ||||||
Components of identifiable intangible assets acquired in connection with the acquisition | ||||||
Net liabilities assumed | $ 1,224 | |||||
Identifiable intangible assets | 2,640 | |||||
Goodwill | 1,584 | |||||
Total purchase price | $ 3,000 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jul. 22, 2015 | Sep. 16, 2014 | Dec. 31, 2015 | Feb. 04, 2014 |
Minimum | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Amortization Period | 1 year | |||
Maximum | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Amortization Period | 9 years | |||
BridgeFront LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 2,100 | $ 2,100 | ||
Clicktools | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 3,000 | |||
LeadRocket, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 2,640 | |||
Developed technology | BridgeFront LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 1,800 | |||
Weighted Average Amortization Period | 5 years | |||
Developed technology | Clicktools | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 1,300 | |||
Weighted Average Amortization Period | 3 years | |||
Developed technology | LeadRocket, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | 570 | |||
Developed technology | LeadRocket, Inc. | Minimum | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Amortization Period | 2 years | |||
Developed technology | LeadRocket, Inc. | Maximum | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Amortization Period | 4 years | |||
Patents | LeadRocket, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | 1,060 | |||
Weighted Average Amortization Period | 10 years | |||
Tradename | Clicktools | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 600 | |||
Weighted Average Amortization Period | 3 years | |||
Tradename | LeadRocket, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | 850 | |||
Weighted Average Amortization Period | 5 years | |||
Customer relationships | BridgeFront LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 300 | |||
Weighted Average Amortization Period | 5 years | |||
Customer relationships | Clicktools | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 1,100 | |||
Weighted Average Amortization Period | 3 years | |||
Customer relationships | LeadRocket, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets subject to amortization | $ 160 | |||
Weighted Average Amortization Period | 3 years |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Changes in the carrying amount of goodwill | ||
Balance at the beginning of the period | $ 46,970 | $ 31,207 |
Acquisitions | 3,750 | 16,259 |
Foreign currency translation impact | (574) | (496) |
Balance at the end of the period | $ 50,146 | $ 46,970 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 22, 2015 | Sep. 16, 2014 | Feb. 04, 2014 | |
Intangible assets with finite lives | |||||||
Acquisitions | $ 3,750,000 | $ 16,259,000 | |||||
Amortization of intangible assets | 5,687,000 | 4,971,000 | $ 4,825,000 | ||||
Impairment on intangible assets | $ 300,000 | 0 | $ 0 | ||||
Minimum | |||||||
Intangible assets with finite lives | |||||||
Amortization period | 1 year | ||||||
Maximum | |||||||
Intangible assets with finite lives | |||||||
Amortization period | 9 years | ||||||
BridgeFront LLC | |||||||
Intangible assets with finite lives | |||||||
Acquisitions | $ 3,800,000 | ||||||
Amortization of intangible assets | $ 200,000 | ||||||
Intangibles acquired | $ 2,100,000 | $ 2,100,000 | |||||
LeadRocket, Inc. | |||||||
Intangible assets with finite lives | |||||||
Acquisitions | 1,600,000 | ||||||
Intangibles acquired | $ 2,640,000 | ||||||
Clicktools | |||||||
Intangible assets with finite lives | |||||||
Acquisitions | $ 14,700,000 | ||||||
Intangibles acquired | $ 3,000,000 |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Jul. 22, 2015 | Sep. 16, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 04, 2014 |
Changes in intangible assets during the year | ||||||
Cost | $ 39,969,000 | $ 34,117,000 | ||||
Balance at the beginning of the period, net | $ 17,757,000 | 16,995,000 | ||||
Net Additions | 2,927,000 | 5,852,000 | ||||
Foreign Currency Translation Impact | (110,000) | (119,000) | ||||
Amortization Expense | (5,687,000) | (4,971,000) | (4,825,000) | |||
Balance at the end of the period, net | 14,885,000 | 17,757,000 | 16,995,000 | |||
Impairment on intangible assets | 300,000 | 0 | 0 | |||
Developed technology | ||||||
Changes in intangible assets during the year | ||||||
Cost | 25,093,000 | 21,187,000 | ||||
Balance at the beginning of the period, net | 10,251,000 | 9,669,000 | ||||
Net Additions | 2,407,000 | 3,906,000 | ||||
Foreign Currency Translation Impact | (34,000) | (53,000) | ||||
Amortization Expense | (3,452,000) | (3,271,000) | ||||
Balance at the end of the period, net | $ 9,172,000 | $ 10,251,000 | 9,669,000 | |||
Developed technology | Weighted average | ||||||
Changes in intangible assets during the year | ||||||
Weighted Average Amortization Period | 3 years 6 months | 4 years 1 month 6 days | ||||
Customer relationships | ||||||
Changes in intangible assets during the year | ||||||
Cost | $ 9,414,000 | 8,154,000 | ||||
Balance at the beginning of the period, net | $ 4,270,000 | 4,076,000 | ||||
Net Additions | 300,000 | 1,260,000 | ||||
Foreign Currency Translation Impact | (39,000) | (41,000) | ||||
Amortization Expense | (1,456,000) | (1,025,000) | ||||
Balance at the end of the period, net | $ 3,075,000 | $ 4,270,000 | 4,076,000 | |||
Customer relationships | Weighted average | ||||||
Changes in intangible assets during the year | ||||||
Weighted Average Amortization Period | 3 years | 3 years 7 months 6 days | ||||
Tradenames | ||||||
Changes in intangible assets during the year | ||||||
Cost | $ 2,208,000 | 1,522,000 | ||||
Balance at the beginning of the period, net | $ 1,191,000 | 828,000 | ||||
Net Additions | 0 | 686,000 | ||||
Foreign Currency Translation Impact | (37,000) | (25,000) | ||||
Amortization Expense | (399,000) | (298,000) | ||||
Balance at the end of the period, net | $ 755,000 | $ 1,191,000 | 828,000 | |||
Tradenames | Weighted average | ||||||
Changes in intangible assets during the year | ||||||
Weighted Average Amortization Period | 2 years 9 months 18 days | 3 years 7 months 6 days | ||||
Favorable lease | ||||||
Changes in intangible assets during the year | ||||||
Cost | $ 53,000 | 53,000 | ||||
Balance at the beginning of the period, net | $ 0 | 0 | ||||
Net Additions | 0 | 0 | ||||
Foreign Currency Translation Impact | 0 | 0 | ||||
Amortization Expense | 0 | 0 | ||||
Balance at the end of the period, net | 0 | 0 | 0 | |||
Patents and licenses | ||||||
Changes in intangible assets during the year | ||||||
Cost | 3,059,000 | 3,059,000 | ||||
Balance at the beginning of the period, net | 2,045,000 | 2,393,000 | ||||
Net Additions | 220,000 | 0 | ||||
Foreign Currency Translation Impact | 0 | 0 | ||||
Amortization Expense | (382,000) | (348,000) | ||||
Balance at the end of the period, net | $ 1,883,000 | $ 2,045,000 | 2,393,000 | |||
Patents and licenses | Weighted average | ||||||
Changes in intangible assets during the year | ||||||
Weighted Average Amortization Period | 5 years 4 months 24 days | 6 years 8 months 12 days | ||||
Other | ||||||
Changes in intangible assets during the year | ||||||
Cost | $ 142,000 | 142,000 | ||||
Balance at the beginning of the period, net | $ 0 | 29,000 | ||||
Net Additions | 0 | 0 | ||||
Foreign Currency Translation Impact | 0 | 0 | ||||
Amortization Expense | 0 | (29,000) | ||||
Balance at the end of the period, net | 0 | $ 0 | $ 29,000 | |||
BridgeFront LLC | ||||||
Changes in intangible assets during the year | ||||||
Amortization Expense | (200,000) | |||||
Intangibles acquired | $ 2,100,000 | $ 2,100,000 | ||||
BridgeFront LLC | Developed technology | ||||||
Changes in intangible assets during the year | ||||||
Weighted Average Amortization Period | 5 years | |||||
Intangibles acquired | $ 1,800,000 | |||||
BridgeFront LLC | Customer relationships | ||||||
Changes in intangible assets during the year | ||||||
Weighted Average Amortization Period | 5 years | |||||
Intangibles acquired | $ 300,000 | |||||
LeadRocket, Inc. | ||||||
Changes in intangible assets during the year | ||||||
Intangibles acquired | $ 2,640,000 | |||||
LeadRocket, Inc. | Developed technology | ||||||
Changes in intangible assets during the year | ||||||
Intangibles acquired | 570,000 | |||||
LeadRocket, Inc. | Customer relationships | ||||||
Changes in intangible assets during the year | ||||||
Weighted Average Amortization Period | 3 years | |||||
Intangibles acquired | 160,000 | |||||
LeadRocket, Inc. | Tradenames | ||||||
Changes in intangible assets during the year | ||||||
Weighted Average Amortization Period | 5 years | |||||
Intangibles acquired | $ 850,000 | |||||
Clicktools | ||||||
Changes in intangible assets during the year | ||||||
Intangibles acquired | $ 3,000,000 | |||||
Clicktools | Developed technology | ||||||
Changes in intangible assets during the year | ||||||
Weighted Average Amortization Period | 3 years | |||||
Intangibles acquired | $ 1,300,000 | |||||
Clicktools | Customer relationships | ||||||
Changes in intangible assets during the year | ||||||
Weighted Average Amortization Period | 3 years | |||||
Intangibles acquired | $ 1,100,000 | |||||
Clicktools | Tradenames | ||||||
Changes in intangible assets during the year | ||||||
Weighted Average Amortization Period | 3 years | |||||
Intangibles acquired | $ 600,000 |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets - Schedule of Future Expected Amortization (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Developed technology | |
Future expected amortization expense | |
2,016 | $ 3,210 |
2,017 | 2,777 |
2,018 | 1,891 |
2,019 | 694 |
2,020 | 275 |
2021 and beyond | 325 |
Total expected amortization expense | 9,172 |
Customer relationships | |
Future expected amortization expense | |
2,016 | 1,209 |
2,017 | 1,040 |
2,018 | 557 |
2,019 | 136 |
2,020 | 81 |
2021 and beyond | 52 |
Total expected amortization expense | 3,075 |
Tradenames | |
Future expected amortization expense | |
2,016 | 331 |
2,017 | 248 |
2,018 | 100 |
2,019 | 33 |
2,020 | 33 |
2021 and beyond | 10 |
Total expected amortization expense | 755 |
Patents and licenses | |
Future expected amortization expense | |
2,016 | 498 |
2,017 | 376 |
2,018 | 314 |
2,019 | 180 |
2,020 | 168 |
2021 and beyond | 347 |
Total expected amortization expense | $ 1,883 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)investment | Dec. 31, 2014USD ($)investment | Dec. 31, 2013USD ($) | |
Financial Instruments | |||
Short-term investments in unrealized loss position for a duration greater than 12 months | investment | 0 | 0 | |
Realized losses on sale of investments | $ 0 | $ 0 | $ 0 |
Proceeds from maturities and sales of investments, net of purchases | $ 17,400,000 | $ 5,100,000 |
Financial Instruments - Compone
Financial Instruments - Components of Marketable Debt Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Financial instruments | ||||
Cash and cash equivalents | $ 77,232 | $ 34,200 | $ 28,295 | $ 16,400 |
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | ||
Cash | ||||
Financial instruments | ||||
Cash and cash equivalents | 77,191 | 27,890 | ||
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | ||
Estimated Fair Value | 77,191 | 27,890 | ||
Cash equivalents | ||||
Financial instruments | ||||
Cash and cash equivalents | 41 | 6,310 | ||
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | ||
Estimated Fair Value | 41 | 6,310 | ||
Money market funds | ||||
Financial instruments | ||||
Cash and cash equivalents | 41 | 6,310 | ||
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | ||
Estimated Fair Value | 41 | 6,310 | ||
Cash and cash equivalents | ||||
Financial instruments | ||||
Cash and cash equivalents | 77,232 | 34,200 | ||
Estimated Fair Value | 77,232 | 34,200 | ||
Short-term investments | ||||
Financial instruments | ||||
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | (33) | (7) | ||
Total | 20,010 | 2,773 | ||
Total | 19,977 | 2,766 | ||
Certificates of deposit | ||||
Financial instruments | ||||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | 0 | |||
Total | 1,500 | |||
Total | 1,500 | |||
U.S. government and agency obligations | ||||
Financial instruments | ||||
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | (16) | (7) | ||
Total | 7,423 | 2,773 | ||
Total | 7,407 | 2,766 | ||
Corporate notes and obligations | ||||
Financial instruments | ||||
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | (17) | 0 | ||
Total | 11,087 | 0 | ||
Total | $ 11,070 | $ 0 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Maturity Groupings (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Contractual maturity, Amortized Cost | ||
Less than 1 year | $ 15,151 | $ 1,956 |
Between 1 and 2 years | 4,859 | 817 |
Total | 20,010 | 2,773 |
Contractual maturity, Estimated Fair value | ||
Less than 1 year | 15,133 | 1,954 |
Between 1 and 2 years | 4,844 | 812 |
Total | $ 19,977 | $ 2,766 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Ongoing basis - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets: | ||
Fair value of assets | $ 20,018 | $ 9,076 |
Liabilities: | ||
Fair value of contingent consideration and related liabilities | 324 | |
Fair value of liabilities | 324 | |
Money market funds | ||
Assets: | ||
Fair value of assets | 41 | 6,310 |
Certificates of deposit | ||
Assets: | ||
Fair value of assets | 1,500 | |
Corporate notes and obligations | ||
Assets: | ||
Fair value of assets | 11,070 | 0 |
U.S. government and agency obligations | ||
Assets: | ||
Fair value of assets | 2,766 | |
Fair value of U.S. government and agency obligations assets | 7,407 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Fair value of assets | 41 | 6,310 |
Liabilities: | ||
Fair value of contingent consideration and related liabilities | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Fair value of assets | 41 | 6,310 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Certificates of deposit | ||
Assets: | ||
Fair value of assets | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate notes and obligations | ||
Assets: | ||
Fair value of assets | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. government and agency obligations | ||
Assets: | ||
Fair value of assets | 0 | |
Fair value of U.S. government and agency obligations assets | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Fair value of assets | 19,977 | 2,766 |
Liabilities: | ||
Fair value of contingent consideration and related liabilities | 0 | |
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Assets: | ||
Fair value of assets | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Certificates of deposit | ||
Assets: | ||
Fair value of assets | 1,500 | |
Significant Other Observable Inputs (Level 2) | Corporate notes and obligations | ||
Assets: | ||
Fair value of assets | 11,070 | 0 |
Significant Other Observable Inputs (Level 2) | U.S. government and agency obligations | ||
Assets: | ||
Fair value of assets | 2,766 | |
Fair value of U.S. government and agency obligations assets | 7,407 | |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Fair value of assets | 0 | 0 |
Liabilities: | ||
Fair value of contingent consideration and related liabilities | 324 | |
Fair value of liabilities | 324 | |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Assets: | ||
Fair value of assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Certificates of deposit | ||
Assets: | ||
Fair value of assets | 0 | |
Significant Unobservable Inputs (Level 3) | Corporate notes and obligations | ||
Assets: | ||
Fair value of assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | U.S. government and agency obligations | ||
Assets: | ||
Fair value of assets | $ 0 | |
Fair value of U.S. government and agency obligations assets | $ 0 |
Balance Sheet Components (Detai
Balance Sheet Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property and equipment | |||
Property and equipment, gross | $ 43,056 | $ 38,416 | |
Less: Accumulated depreciation | 22,516 | 19,661 | |
Property and equipment, net | 20,540 | 18,755 | |
Depreciation expense | 4,803 | $ 4,458 | |
Prepaids and other current assets | |||
Deferred commissions | 5,971 | 4,215 | |
Prepaid expenses | 4,894 | 5,856 | |
Other current assets | 520 | 313 | |
Total prepaid and other current assets | 11,385 | 10,384 | |
Accrued payroll and related expenses | |||
Vacation accrual | 3,189 | 2,793 | |
Commissions | 3,362 | 2,387 | |
Accrued Bonuses, Current | 3,173 | 1,628 | |
ESPP | 1,109 | 966 | |
Accrued payroll related expenses | 1,677 | 1,277 | |
Total accrued payroll related expenses | 12,510 | 9,051 | |
Accrued expenses | |||
Sales tax payable | 454 | 733 | |
Deferred income tax | 0 | 1,475 | |
Estimated Litigation Liability, Current | 1,963 | 1,963 | |
Business Acquisition, Indemnity Holdback Accrued | 403 | 1,922 | |
Customer Deposits, Current | 1,046 | 998 | |
Loans Payable, Current | 0 | 3,775 | |
Other Accrued Liabilities, Current | 7,151 | 7,477 | |
Total accrued expenses | $ 11,017 | 18,343 | |
Minimum | |||
Property and equipment | |||
Useful lives | 3 years | ||
Maximum | |||
Property and equipment | |||
Useful lives | 5 years | ||
Equipment | |||
Property and equipment | |||
Property and equipment, gross | $ 27,481 | 24,189 | |
Equipment | Minimum | |||
Property and equipment | |||
Useful lives | 3 years | ||
Equipment | Maximum | |||
Property and equipment | |||
Useful lives | 5 years | ||
Purchased software | |||
Property and equipment | |||
Property and equipment, gross | $ 6,860 | 6,784 | |
Useful lives | 3 years | ||
Furniture and fixtures | |||
Property and equipment | |||
Property and equipment, gross | $ 2,220 | 1,772 | |
Useful lives | 5 years | ||
Leasehold improvements | |||
Property and equipment | |||
Property and equipment, gross | $ 4,305 | 1,947 | |
Useful lives | 5 years | ||
Construction in progress | |||
Property and equipment | |||
Property and equipment, gross | $ 2,190 | 3,724 | |
Assets acquired under capital leases | |||
Property and equipment | |||
Property and equipment, gross | 5,800 | 6,900 | |
Less: Accumulated depreciation | $ 4,100 | $ 4,300 |
Restructuring and Other (Detail
Restructuring and Other (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring expenses | $ 600,000 | $ 1,000,000 | $ 1,700,000 |
Changes in restructuring reserve | |||
Balance at the beginning of the period | 194,000 | 375,000 | |
Cash Payments | (628,000) | (232,000) | |
Additions | 0 | 20,000 | |
Adjustments | (805,000) | (433,000) | |
Balance at the end of the period | 17,000 | 194,000 | 375,000 |
Impairment on intangible assets | 300,000 | 0 | 0 |
Noncash expense | 800,000 | ||
Severance and termination-related costs | |||
Changes in restructuring reserve | |||
Balance at the beginning of the period | 0 | 141,000 | |
Cash Payments | (278,000) | (70,000) | |
Additions | 0 | 0 | |
Adjustments | (278,000) | (211,000) | |
Balance at the end of the period | 0 | 0 | 141,000 |
Facilities related costs | |||
Changes in restructuring reserve | |||
Balance at the beginning of the period | 194,000 | 234,000 | |
Cash Payments | (350,000) | (162,000) | |
Additions | 0 | 20,000 | |
Adjustments | (527,000) | (222,000) | |
Balance at the end of the period | $ 17,000 | $ 194,000 | $ 234,000 |
Contractual Obligations, Comm57
Contractual Obligations, Commitments and Contingencies - Schedule of Obligations and Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 22, 2015 | |
Contractual cash obligations | ||||||
2021 and beyond | $ 0 | |||||
Quarterly installment of legal settlement | 500 | |||||
Operating lease rent expense | 3,000 | $ 2,100 | $ 1,900 | |||
BridgeFront LLC | ||||||
Contractual cash obligations | ||||||
Earn out payments | $ 600 | |||||
BridgeFront LLC | Forecast | ||||||
Contractual cash obligations | ||||||
Earn out payments | $ 500 | $ 600 | ||||
Principal of settlement payable | ||||||
Contractual cash obligations | ||||||
2,016 | 1,968 | |||||
2,017 | 466 | |||||
2,018 | 0 | |||||
2,019 | 0 | |||||
2,020 | 0 | |||||
2021 and beyond | 0 | |||||
Future minimum payments | 2,434 | $ 4,300 | ||||
Interest on settlement payable | ||||||
Contractual cash obligations | ||||||
2,016 | 34 | |||||
2,017 | 34 | |||||
2,018 | 0 | |||||
2,019 | 0 | |||||
2,020 | 0 | |||||
2021 and beyond | 0 | |||||
Future minimum payments | 68 | |||||
Unconditional purchase commitments | ||||||
Contractual cash obligations | ||||||
2,016 | 1,224 | |||||
2,017 | 800 | |||||
2,018 | 0 | |||||
2,019 | 0 | |||||
2,020 | 0 | |||||
Future minimum payments | 2,024 | |||||
Operating lease commitments | ||||||
Contractual cash obligations | ||||||
2,016 | 3,187 | |||||
2,017 | 2,861 | |||||
2,018 | 2,846 | |||||
2,019 | 2,725 | |||||
2,020 | 2,796 | |||||
2021 and beyond | 4,989 | |||||
Future minimum payments | $ 19,404 |
Contractual Obligations, Comm58
Contractual Obligations, Commitments and Contingencies - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | 77 Months Ended | |||
Jan. 31, 2022 | Dec. 31, 2015 | Dec. 31, 2014 | May. 15, 2022 | Sep. 30, 2014 | May. 31, 2014 | |
Commitments and Contingencies | ||||||
Restricted cash and rental deposits | $ 300,000 | $ 200,000 | ||||
Liability for uncertain tax positions | 3,000,000 | |||||
Estimated Litigation Liability | 4,500,000 | |||||
Prepaid royalties | 1,400,000 | |||||
Quarterly installment of legal settlement | $ 500,000 | |||||
Versata | ||||||
Commitments and Contingencies | ||||||
Patent settlement | 2,900,000 | |||||
Amortization period | 9 years 6 months | |||||
Xactly Corporation | ||||||
Commitments and Contingencies | ||||||
Quarterly installment of legal settlement | 500,000 | |||||
License fee | $ 2,000,000 | |||||
Dublin (CA) Headquarter | ||||||
Commitments and Contingencies | ||||||
Payments for rent | 149,928 | |||||
Deposits | 1,100,000 | |||||
Principal of settlement payable | ||||||
Commitments and Contingencies | ||||||
Contractual Obligation | $ 2,434,000 | $ 4,300,000 | ||||
Forecast | Dublin (CA) Headquarter | ||||||
Commitments and Contingencies | ||||||
Payments for rent | $ 184,411 | $ 0 | ||||
Line of Credit | Wells Fargo Credit Agreement | ||||||
Commitments and Contingencies | ||||||
Maximum borrowing capacity | $ 15,000,000 | $ 10,000,000 | ||||
Minimum | ||||||
Commitments and Contingencies | ||||||
Amortization period | 1 year | |||||
Minimum | Line of Credit | Wells Fargo Credit Agreement | ||||||
Commitments and Contingencies | ||||||
Maximum borrowing capacity | $ 5,000,000 | |||||
Maximum | ||||||
Commitments and Contingencies | ||||||
Amortization period | 9 years | |||||
Revolving Credit Facility | Line of Credit | Wells Fargo Credit Agreement | ||||||
Commitments and Contingencies | ||||||
Borrowings outstanding during period | $ 0 | |||||
Revolving Credit Facility | Minimum | Line of Credit | Wells Fargo Credit Agreement | ||||||
Commitments and Contingencies | ||||||
Basis spread on variable rate (as a percent) | 0.75% | |||||
Revolving Credit Facility | Maximum | Line of Credit | Wells Fargo Credit Agreement | ||||||
Commitments and Contingencies | ||||||
Basis spread on variable rate (as a percent) | 2.25% |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net Loss Per Share | |||
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares) | 3,621 | 4,877 | 11,579 |
Restricted stock | |||
Net Loss Per Share | |||
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares) | 2,728 | 2,379 | 1,918 |
Stock options | |||
Net Loss Per Share | |||
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares) | 883 | 1,630 | 2,490 |
Weighted average exercise price (in dollars per share) | $ 6.21 | $ 4.09 | $ 4.42 |
ESPP | |||
Net Loss Per Share | |||
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares) | 10 | 39 | 42 |
Convertible notes | |||
Net Loss Per Share | |||
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares) | 0 | 829 | 7,129 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)purchase_periods$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | shares | 5,000,000 | 0 | 3,469,500 |
Stock-based compensation expense | $ 18,592 | $ 11,813 | $ 10,395 |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense, share-based awards other than options | $ 17,800 | ||
Weighted average recognition period | 1 year 10 months 17 days | ||
Vesting period | 3 years | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense, stock options | $ 800 | ||
Stock-based compensation expense | $ 613 | 790 | 866 |
Weighted average recognition period | 1 year 6 months 18 days | ||
Intrinsic value of stock options exercised (in dollars) | $ 4,913 | 5,940 | 6,151 |
Total cash received from employees as a result of stock options exercised | $ 2,000 | 2,900 | 5,100 |
Vesting period | 4 years | ||
Restricted stock units and performance awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 3,505 | 2,370 | 1,097 |
Performance stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 6,400 | ||
Weighted average recognition period | 1 year 9 months 18 days | ||
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 950 | $ 948 | $ 597 |
Offering period | 12 months | ||
Number of consecutive stock purchase periods in the offering period | purchase_periods | 2 | ||
Purchase price of shares of common stock (as a percent) | 85.00% | ||
Issuance of common stock under stock purchase plans (in shares) | shares | 256,000 | 319,000 | 435,000 |
Weighted-average fair value of stock units granted (in dollars per share) | $ / shares | $ 4.61 | $ 3.59 | $ 1.96 |
Unrecognized compensation expense, share-based awards other than options | $ 500 | ||
Weighted average recognition period | 4 months 10 days | ||
2015 | Restricted stock units and performance awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 700 | ||
2014 | Restricted stock units and performance awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 2,800 | ||
2013 Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | shares | 5,000,000 | 3,469,500 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Shares Available for Grant (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Shares Available for Grant | |||
Beginning Available (in shares) | 770,511 | 2,478,798 | 2,578,940 |
Authorized (in shares) | 5,000,000 | 0 | 3,469,500 |
Granted (in shares) | 1,865,864 | 1,913,499 | 2,024,798 |
Cancelled (in shares) | 454,342 | 383,549 | 1,335,591 |
Expired (in shares) | 0 | 178,337 | 2,880,435 |
Ending Available (in shares) | 4,358,989 | 770,511 | 2,478,798 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock-based compensation | |||
Stock-based compensation expense | $ 18,592 | $ 11,813 | $ 10,395 |
Options | |||
Stock-based compensation | |||
Stock-based compensation expense | 613 | 790 | 866 |
Performance Awards | |||
Stock-based compensation | |||
Stock-based compensation expense | 3,505 | 2,370 | 1,097 |
Non-performance Awards | |||
Stock-based compensation | |||
Stock-based compensation expense | 13,524 | 7,705 | 7,835 |
ESPP | |||
Stock-based compensation | |||
Stock-based compensation expense | $ 950 | $ 948 | $ 597 |
Stock-Based Compensation - Func
Stock-Based Compensation - Functional Classification of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Classification of stock-based compensation expense | |||
Stock-based compensation expense | $ 18,592 | $ 11,813 | $ 10,395 |
Cost of recurring revenues | |||
Classification of stock-based compensation expense | |||
Stock-based compensation expense | 1,237 | 911 | 783 |
Cost of services and other revenues | |||
Classification of stock-based compensation expense | |||
Stock-based compensation expense | 1,149 | 1,026 | 1,060 |
Sales and marketing | |||
Classification of stock-based compensation expense | |||
Stock-based compensation expense | 5,488 | 3,518 | 2,420 |
Research and development | |||
Classification of stock-based compensation expense | |||
Stock-based compensation expense | 3,031 | 2,012 | 1,797 |
General and administrative | |||
Classification of stock-based compensation expense | |||
Stock-based compensation expense | $ 7,687 | $ 4,346 | $ 4,335 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum (as a percent) | 0.00% | 0.00% | 1.41% |
Risk-free interest rate, maximum (as a percent) | 0.00% | 0.00% | 1.93% |
Volatility, minimum (as a percent) | 0.00% | 0.00% | 61.00% |
Volatility, maximum (as a percent) | 0.00% | 0.00% | 63.00% |
Dividend Yield (as a percent) | 0.00% | 0.00% | 0.00% |
Stock options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 0 years | 0 years | 5 years |
Stock options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 0 years | 0 years | 6 years 1 month 6 days |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum (as a percent) | 0.25% | 0.05% | 0.08% |
Risk-free interest rate, maximum (as a percent) | 0.38% | 0.12% | 0.17% |
Volatility, minimum (as a percent) | 39.00% | 47.00% | 41.00% |
Volatility, maximum (as a percent) | 40.00% | 50.00% | 62.00% |
Dividend Yield (as a percent) | 0.00% | 0.00% | 0.00% |
ESPP | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 6 months | 6 months | 6 months |
ESPP | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 1 year | 1 year | 1 year |
Stock-Based Compensation - Sc65
Stock-Based Compensation - Schedule of Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock options | |||
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 1,175,961 | 1,948,214 | 3,035,482 |
Granted (in shares) | 815,500 | ||
Exercised (in shares) | (452,554) | (701,220) | (1,427,456) |
Forfeited (in shares) | (50,760) | (44,407) | (108,306) |
Expired (in shares) | (26,626) | (367,006) | |
Outstanding at the end of the period (in shares) | 672,647 | 1,175,961 | 1,948,214 |
Vested and Expected to Vest at the end of the period (in shares) | 651,653 | ||
Exercisable at the end of the period (in shares) | 443,849 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 5.89 | $ 5.34 | $ 4.09 |
Granted (in dollars per share) | 6.79 | ||
Exercised (in dollars per share) | 4.63 | 4.09 | 3.54 |
Forfeited (in dollars per share) | 6.21 | 7.40 | 5.10 |
Expired (in dollars per share) | 10.17 | 5.30 | |
Outstanding at the end of the period (in dollars per share) | 6.63 | $ 5.89 | $ 5.34 |
Vested and Expected to Vest at the end of the period (in dollars per share) | 6.62 | ||
Exercisable at the end of the period (in dollars per share) | $ 6.50 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding at the end of the period | 6 years 11 months 9 days | ||
Vested and Expected to Vest at the end of the period | 6 years 10 months 27 days | ||
Exercisable at the end of the period | 6 years 7 months 6 days | ||
Aggregate Intrinsic Value | |||
Exercised (in dollars) | $ 4,913 | $ 5,940 | $ 6,151 |
Outstanding at the end of the period (in dollars) | 8,032,000 | ||
Vested and Expected to Vest at the end of the period (in dollars) | 7,787,000 | ||
Exercisable at the end of the period (in dollars) | $ 5,356,000 | ||
Stock Option Plan 1997 and Stock Incentive Plan 2003 [Member] | Restricted stock units | |||
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 2,174,923 | 1,525,381 | 2,947,749 |
Granted (in shares) | 1,446,908 | 1,441,699 | 857,562 |
Released (in shares) | (1,453,595) | (653,412) | (1,631,071) |
Forfeited (in shares) | (169,472) | (138,745) | (648,859) |
Outstanding at the end of the period (in shares) | 1,998,764 | 2,174,923 | 1,525,381 |
Vested or Expected to Vest at the end of the period (in shares) | 1,801,614 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding at the end of the period | 9 months 15 days | ||
Vested and Expected to Vest at the end of the period | 9 months 26 days | ||
Aggregate Intrinsic Value | |||
Outstanding at the end of the period (in dollars) | $ 37,117,047 | ||
Vested or Expected to Vest at the end of the period (in dollars) | $ 29,633,654 | ||
Stock Option Plan 1997 and Stock Incentive Plan 2003 [Member] | Performance stock units | |||
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 526,114 | 182,033 | 161,934 |
Granted (in shares) | 418,956 | 471,800 | 351,736 |
Released (in shares) | (89,314) | (82,857) | (123,801) |
Forfeited (in shares) | (58,997) | (44,862) | (207,836) |
Outstanding at the end of the period (in shares) | 796,759 | 526,114 | 182,033 |
Vested or Expected to Vest at the end of the period (in shares) | 646,745 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding at the end of the period | 1 year 9 months 26 days | ||
Vested and Expected to Vest at the end of the period | 1 year 9 months 4 days | ||
Aggregate Intrinsic Value | |||
Outstanding at the end of the period (in dollars) | $ 14,795,815 | ||
Vested or Expected to Vest at the end of the period (in dollars) | $ 12,010,061 |
- Schedule of Exercise Prices a
- Schedule of Exercise Prices and Weighted Average Remaining Contractual Life (Details) - Stock options | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
$4.00 - $5.70 | |
Stock-Based Compensation | |
Range of exercise prices - lower limit (in dollars per share) | $ 4 |
Range of exercise prices - upper limit (in dollars per share) | $ 5.70 |
Options Outstanding, Number of Shares | shares | 109,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 10 months 2 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 5.27 |
Options Exercisable, Number of Shares | shares | 100,666 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.35 |
$6.01 - $6.01 | |
Stock-Based Compensation | |
Range of exercise prices - lower limit (in dollars per share) | 6.01 |
Range of exercise prices - upper limit (in dollars per share) | $ 6.01 |
Options Outstanding, Number of Shares | shares | 122,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 4 months 28 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 6.01 |
Options Exercisable, Number of Shares | shares | 78,791 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 6.01 |
$6.25 - $6.25 | |
Stock-Based Compensation | |
Range of exercise prices - lower limit (in dollars per share) | 6.25 |
Range of exercise prices - upper limit (in dollars per share) | $ 6.25 |
Options Outstanding, Number of Shares | shares | 47,500 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 5 months 5 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 6.25 |
Options Exercisable, Number of Shares | shares | 47,500 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 6.25 |
$6.42 - $6.42 | |
Stock-Based Compensation | |
Range of exercise prices - lower limit (in dollars per share) | 6.42 |
Range of exercise prices - upper limit (in dollars per share) | $ 6.42 |
Options Outstanding, Number of Shares | shares | 3,200 |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 6.42 |
Options Exercisable, Number of Shares | shares | 3,200 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 6.42 |
$6.59 - $6.59 | |
Stock-Based Compensation | |
Range of exercise prices - lower limit (in dollars per share) | 6.59 |
Range of exercise prices - upper limit (in dollars per share) | $ 6.59 |
Options Outstanding, Number of Shares | shares | 132,963 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 5 months 27 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 6.59 |
Options Exercisable, Number of Shares | shares | 62,379 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 6.59 |
$6.25 - $6.42 | |
Stock-Based Compensation | |
Range of exercise prices - lower limit (in dollars per share) | 6.67 |
Range of exercise prices - upper limit (in dollars per share) | $ 6.67 |
Options Outstanding, Number of Shares | shares | 40,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 6 months 29 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 6.67 |
Options Exercisable, Number of Shares | shares | 24,166 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 6.67 |
$6.59 - $6.59 | |
Stock-Based Compensation | |
Range of exercise prices - lower limit (in dollars per share) | 6.74 |
Range of exercise prices - upper limit (in dollars per share) | $ 6.74 |
Options Outstanding, Number of Shares | shares | 2,334 |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 29 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 6.74 |
Options Exercisable, Number of Shares | shares | 2,188 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 6.74 |
$7.69 - $7.69 | |
Stock-Based Compensation | |
Range of exercise prices - lower limit (in dollars per share) | 7.69 |
Range of exercise prices - upper limit (in dollars per share) | $ 7.69 |
Options Outstanding, Number of Shares | shares | 206,650 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 7 months 28 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 7.69 |
Options Exercisable, Number of Shares | shares | 119,959 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 7.69 |
$7.69 - $7.69 | |
Stock-Based Compensation | |
Range of exercise prices - lower limit (in dollars per share) | 9.17 |
Range of exercise prices - upper limit (in dollars per share) | $ 9.17 |
Options Outstanding, Number of Shares | shares | 6,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 9 months |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 9.17 |
Options Exercisable, Number of Shares | shares | 3,375 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 9.17 |
$10.35 - $10.35 | |
Stock-Based Compensation | |
Range of exercise prices - lower limit (in dollars per share) | 10.35 |
Range of exercise prices - upper limit (in dollars per share) | $ 10.35 |
Options Outstanding, Number of Shares | shares | 3,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 9 months 29 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 10.35 |
Options Exercisable, Number of Shares | shares | 1,625 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 10.35 |
$4.00 - $10.35 | |
Stock-Based Compensation | |
Range of exercise prices - lower limit (in dollars per share) | 4 |
Range of exercise prices - upper limit (in dollars per share) | $ 10.35 |
Options Outstanding, Number of Shares | shares | 672,647 |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 11 months 5 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 6.63 |
Options Exercisable, Number of Shares | shares | 443,849 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 6.50 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2003 |
Preferred Stock | |||
Authorized shares of undesignated preferred stock | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares outstanding | 0 | 0 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized Tax Benefits Reserves on Deferred Tax Assets Included in Unrecognized Tax Benefits | $ 2,900 | $ 2,700 | |
Amount of unrecognized tax benefits included in accrued expenses | 400 | 300 | |
Loss before income taxes | |||
United States | (13,000) | (11,557) | $ (20,675) |
Foreign | 643 | 1,008 | 1,319 |
Loss before provision (benefit) for income taxes | (12,357) | (10,549) | (19,356) |
Current: | |||
Federal | 4 | (25) | 0 |
State | 3 | 3 | 0 |
Foreign | 992 | 1,138 | 1,815 |
Deferred: | |||
Federal | 148 | 78 | 159 |
State | 1 | (89) | 0 |
Foreign | (357) | (93) | 81 |
Provision for income taxes | 791 | 1,012 | 2,055 |
Reconciliation of provision (benefit) for income taxes that differs from the expected tax benefit computed by applying the statutory federal income tax rates to consolidated loss before income taxes | |||
Federal tax at statutory rate | (4,200) | (3,587) | (6,581) |
State taxes, net of benefit | 4 | 3 | 0 |
Non-deductible expenses | 600 | 453 | 1,248 |
Foreign taxes | 415 | 703 | 1,447 |
Current year net operating losses and other deferred tax assets for which no benefit has been recognized | 4,423 | 4,828 | 7,320 |
Research and experimentation credit | (451) | (1,239) | (1,379) |
Tax benefit due to the recognition of acquired deferred tax liabilities | 0 | (149) | 0 |
Provision for income taxes | 791 | 1,012 | 2,055 |
Deferred tax assets | |||
Net operating loss carryforwards and deferred start-up costs | 57,058 | 54,712 | |
Accrued expenses | 4,743 | 5,420 | |
Unrealized gain/loss on investments | 263 | 916 | |
Research and experimentation credit carryforwards | 13,682 | 12,609 | |
Capitalized research and experimentation costs | 16,660 | 14,072 | |
Deferred stock compensation | 4,775 | 3,956 | |
Gross deferred tax assets | 97,181 | 91,685 | |
Less valuation allowance | (96,608) | (90,598) | |
Total deferred tax assets, net of valuation allowance | 573 | 1,087 | |
Deferred tax liabilities | |||
Property and equipment | (816) | (1,699) | |
Goodwill | (1,174) | (1,024) | |
Gross deferred tax liabilities | (1,990) | (2,723) | |
Net deferred tax liabilities | (1,417) | (1,636) | |
Activity related to the Company's unrecognized tax benefits | |||
Balance at the beginning of the period | 3,037 | 2,843 | 2,478 |
Increases related to prior year tax positions | (59) | (44) | 175 |
Increases related to current year tax positions | 239 | 270 | 222 |
Reductions to unrecognized tax benefits as a result of a lapse of applicable statue of limitations | (4) | (32) | (32) |
Balance at the end of the period | $ 3,213 | $ 3,037 | $ 2,843 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)subsidiary | Dec. 31, 2014USD ($)subsidiary | Dec. 31, 2013USD ($) | |
Income Tax Disclosure [Abstract] | |||
Net changes for valuation allowance | $ 6,000 | $ 4,000 | |
Additional net deferred tax liabilities related to the various acquisitions completed during the year | $ 0 | $ 900 | |
Operating Loss Carryforwards [Line Items] | |||
Valuation Allowance Number of Foreign Subsidiaries for which No Valuation Allowances has been Recorded on Deferred Tax Assets | subsidiary | 3 | 3 | |
Net operating loss carryforwards resulting from exercise of employee stock options | $ 12,600 | ||
Undistributed earnings of the non-U.S. subsidiaries | 4,200 | ||
Amount of unrecognized tax benefits included in accrued expenses | 400 | $ 300 | |
Interest and penalties associated with unrecognized tax benefits | 35 | $ 24 | $ 27 |
Liability for potential penalties and interest | 100 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Outstanding net operating loss carryforwards | $ 185,700 | ||
Expiry period of net operating loss carryforwards, if remained unutilized | 20 years | ||
California | |||
Operating Loss Carryforwards [Line Items] | |||
Outstanding net operating loss carryforwards | $ 39,700 | ||
Research credit carryforwards | Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Research credit carryforwards | $ 9,000 | ||
Expiry period of tax credit carryforward, if not utilized | 20 years | ||
Research credit carryforwards | California | |||
Operating Loss Carryforwards [Line Items] | |||
Research credit carryforwards | $ 9,500 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Employer matching contribution as a percentage of employee's contribution | 50.00% | |
Maximum annual contribution to the plan made by the employer | $ 1,000 | |
Expense recognized related to 401(k) tax-deferred savings plan | $ 390,000 | $ 272,000 |
Segment, Geographic and Custo71
Segment, Geographic and Customer Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)segmentcustomer | Dec. 31, 2014USD ($)customer | Dec. 31, 2013USD ($)customer | |
Segment Reporting [Abstract] | |||
Number of operating segments | segment | 1 | ||
Revenues by geographic area | |||
Revenues | $ 173,087 | $ 136,618 | $ 112,337 |
Goodwill | 50,146 | 46,970 | 31,207 |
Intangible Assets, Net (Excluding Goodwill) | $ 14,885 | $ 17,757 | $ 16,995 |
Concentration Risk Number of Customers | customer | 0 | 0 | 0 |
United States and Canada | |||
Revenues by geographic area | |||
Revenues | $ 142,276 | $ 110,707 | $ 91,408 |
EMEA | |||
Revenues by geographic area | |||
Revenues | 17,695 | 15,162 | 12,241 |
Asia Pacific | |||
Revenues by geographic area | |||
Revenues | 9,627 | 8,400 | 5,379 |
Other | |||
Revenues by geographic area | |||
Revenues | 3,489 | $ 2,349 | $ 3,309 |
Europe | |||
Revenues by geographic area | |||
Goodwill | 10,954 | ||
Intangible Assets, Net (Excluding Goodwill) | $ 2,019 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Lithium [Member] | Service Agreements [Member] | ||
Related party transactions | ||
Revenue from Related Parties | $ 138,000 | |
Lithium [Member] | Subscription Arrangement [Member] | ||
Related party transactions | ||
Related Party Transaction, Purchases from Related Party | 155,000 | |
Lithium [Member] | Social Success Service [Member] | ||
Related party transactions | ||
Annual subscription recorded in prepaid expense and other current assets | 107,165 | |
Lithium [Member] | Affiliated Entity [Member] | Subscription Arrangement [Member] | ||
Related party transactions | ||
Related Party Transaction, Purchases from Related Party | $ 120,000 | |
Lithium [Member] | Affiliated Entity [Member] | Subscription Arrangement [Member] | Prepaid And Other Current Assets [Member] | ||
Related party transactions | ||
Related Party Transaction, Amounts of Transaction | 35,000 | |
Lithium [Member] | Affiliated Entity [Member] | Service Agreements [Member] | ||
Related party transactions | ||
Related Party Transaction, Amounts of Transaction | 40,000 | |
Lithium [Member] | Affiliated Entity [Member] | User Interface Redesign [Member] | ||
Related party transactions | ||
Related Party Transaction, Purchases from Related Party | 30,000 | |
Lithium [Member] | Affiliated Entity [Member] | Hosting Agreement [Member] | ||
Related party transactions | ||
Revenue from Related Parties | 127,000 | |
Lithium [Member] | Affiliated Entity [Member] | Social Success Service [Member] | ||
Related party transactions | ||
Related Party Transaction, Amounts of Transaction | $ 60,000 | |
Lithium [Member] | Affiliated Entity [Member] | Community Administration service [Member] | ||
Related party transactions | ||
Related Party Transaction, Purchases from Related Party | $ 45,000 |