SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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Basis of Presentation |
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The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Accounting policies are consistent for each operating segment. |
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Interim Financial Statements |
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The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. In the opinion of the Company’s management, the financial statements reflect all adjustments necessary to present fairly the Company’s financial position at March 31, 2015 and December 31, 2014, the results of its operations for the three months ended March 31, 2015 and 2014, its comprehensive income (loss) for the three months ended March 31, 2015 and 2014, and its cash flows for the three months ended March 31, 2015 and 2014. These adjustments are of a normal recurring nature. |
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Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. |
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The results of operations for the three months ended March 31, 2015 are not necessarily indicative of future financial results. |
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Use of Estimates |
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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue recognition, allowance for doubtful accounts, useful lives of property and equipment and intangible assets, recoverability of long-lived assets and intangible assets with definite lives, goodwill, income taxes, fair value of equity instruments, fair value of auction rate securities, accounting for business combinations, contingencies, among others. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses. Actual results could differ from these estimates. |
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Advertising Costs |
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The Company expenses advertising costs as incurred. Advertising costs, which includes e-commerce, television, radio, print and other media advertising, were approximately $34.6 million and $2.6 million for the three months ended March 31, 2015 and 2014, respectively. |
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2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — (CONTINUED) | | | | | | |
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Foreign Currency Translation |
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The Company’s functional currency in its foreign locations is the local currency. Assets and liabilities are translated into U.S. dollars using the exchange rates as of the balance sheet dates. Revenues, expenses, gains and losses are translated at the average exchange rates in effect during each period. Gains and losses resulting from translation are included in accumulated other comprehensive loss. Net gains or losses resulting from foreign currency exchange transactions are included in the condensed consolidated statements of operations. There were no material gains or losses from foreign currency exchange transactions for the three months ended March 31, 2015 and 2014. |
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Accumulated Other Comprehensive Loss |
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The components of accumulated other comprehensive loss were as follows (in thousands): |
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| March 31, | | December 31, |
2015 | 2014 |
Foreign currency translation adjustment | $ | (6,954 | ) | | $ | (5,693 | ) |
Accumulated net unrealized loss on investments, net of tax | (523 | ) | | (691 | ) |
Total accumulated other comprehensive loss | $ | (7,477 | ) | | $ | (6,384 | ) |
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There were no amounts reclassified out of accumulated other comprehensive loss to the condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014. |
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Net Income (Loss) Per Share |
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Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period on a basic and diluted basis. The Company’s potentially dilutive securities include stock options and restricted stock. Diluted net income (loss) per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. |
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The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share data): |
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| Three Months Ended |
March 31, |
| 2015 | | 2014 |
Numerator: | |
Net income (loss) | $ | (6,127 | ) | | $ | 9,740 | |
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Denominator: | | | | | |
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Denominator for basic net income (loss) per share — weighted-average outstanding shares | 31,831 | | | 28,273 | |
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Effect of dilutive securities: | | | | | |
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Stock options and restricted stock | — | | | 567 | |
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Denominator for diluted net income (loss) per share — weighted-average outstanding shares | 31,831 | | | 28,840 | |
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Net income (loss) per share — basic | $ | (0.19 | ) | | $ | 0.34 | |
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Net income (loss) per share — diluted | $ | (0.19 | ) | | $ | 0.34 | |
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2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — (CONTINUED) | | | | | | |
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Net Income (Loss) Per Share — (Continued) |
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The Company did not consider the impact of potentially dilutive securities for the three months ended March 31, 2015 when calculating the diluted net loss per share because the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. Stock options to purchase approximately 88,000 shares that were outstanding for the three months ended March 31, 2014 were not included in the computation of diluted net income per share because the exercise price of the stock options was greater than the average market share price of the common stock during the period. Additionally, approximately 55,000 and 25,000 shares of restricted common stock that vest based on Company performance and service conditions that have not been achieved as of the end of the period are not included in the computation of basic or diluted earnings per share for the three months ended March 31, 2015 and 2014, respectively. Finally, approximately 1,000 shares of restricted common stock units that vest based on Company service conditions that have not been achieved as of the end of the period are not included in the computation of basic or diluted earnings per share for each of the three months ended March 31, 2015 and 2014, respectively. |
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Stock-Based Compensation |
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Equity instruments issued in exchange for employee services are accounted for using a fair-value based method and the fair value of such equity instruments is recognized as expense in the condensed consolidated statements of operations. |
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Stock-based compensation expense is measured at the grant date of the stock-based awards that vest over set time periods based on their fair values, and is recognized on a straight line basis as expense over the vesting periods of the awards, net of an estimated forfeiture rate. For equity instruments that vest based on performance, the Company assesses the probability of the achievement of the performance conditions at the end of each reporting period, or more frequently based upon the occurrence of events that may change the probability of whether the performance conditions would be met. If the Company's initial estimates of the achievement of the performance conditions change, the related stock-based compensation expense and timing of recognition may fluctuate from period to period based on those estimates. For equity instruments that vest based on a performance condition and a market condition, the Company estimates the fair value of each equity instrument granted on the date of grant using a Monte-Carlo simulation model. This pricing model uses multiple simulations to evaluate the probability of achieving the market condition to calculate the fair value of the awards. Stock-based compensation expense is updated based on the expected achievement of the related performance conditions at the end of each reporting period. If the performance conditions are not met, no stock-based compensation expense will be recognized, and any previously recognized stock-based compensation expense will be reversed. |
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Cash flows resulting from excess tax benefits are classified as part of cash flows from operating and financing activities. Excess tax benefits represent tax benefits for stock-based compensation in excess of the associated deferred tax asset for such equity compensation recorded as an increase to stockholders' equity. Net cash proceeds from the exercise of stock options and the purchase of shares under the Employee Stock Purchase Plan (“ESPP”) were approximately $4.1 million and $3.0 million for the three months ended March 31, 2015 and 2014, respectively. The Company realized approximately $2.1 million and $23.4 million of excess tax benefits from stock options exercised and restricted stock awards vested for the three months ended March 31, 2015 and 2014, respectively. |
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Stock-based compensation expense for stock options and restricted stock issued under equity incentive plans and stock purchases under the ESPP included in the Company’s results of operations were as follows (in thousands): |
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| Three Months Ended |
March 31, |
| 2015 | | 2014 |
Cost of revenues | $ | 1,370 | | | $ | 1,208 | |
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Selling and marketing | 982 | | | 1,101 | |
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Software development | 1,270 | | | 1,447 | |
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General and administrative | 3,820 | | | 4,123 | |
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Total stock-based compensation | $ | 7,442 | | | $ | 7,879 | |
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Options to purchase 38,451 and 43,416 shares were exercised during the three months ended March 31, 2015 and 2014, respectively. |
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2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — (CONTINUED) | | | | | | |
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Debt Issuance Costs |
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Costs incurred in connection with the issuance of long-term debt are capitalized and amortized as interest expense over the term of the related debt using the effective interest method. Upon a refinancing, previously capitalized debt issuance costs are expensed and included in loss on extinguishment of debt if the Company determines that there has been a substantial modification of the related debt. If the Company determines that there has not been a substantial modification of the related debt, any previously capitalized debt issuance costs are amortized as interest expense over the term of the new debt instrument using the effective interest method. The Company had capitalized debt issuance costs of approximately $12.4 million and $13.2 million as of March 31, 2015 and December 31, 2014, respectively. The debt issuance costs are associated with the financing commitment received from JPMorgan Chase Bank, N.A. (“J.P. Morgan Bank”) on April 27, 2011, the subsequent term loan facility and revolving credit facility established under a credit agreement dated February 16, 2012 (the “2012 Credit Agreement”), the financing commitment received from J.P. Morgan Bank, Bank of America, N.A., SunTrust Bank and Wells Fargo Bank, National Association on February 28, 2014, and the subsequent term loan facility and revolving credit facility established under a credit agreement dated April 1, 2014 (the “2014 Credit Agreement”). See Note 8 for additional information regarding the term loan facility and revolving credit facility. The Company amortized debt issuance costs of approximately $827,000 and $710,000 for the three months ended March 31, 2015 and 2014, respectively. |
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Recent Accounting Pronouncements |
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There have been no developments to the Recent Accounting Pronouncements discussion included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, including the expected dates of adoption and estimated effects on the Company’s condensed consolidated financial statements, except for the following: |
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In May 2014, the Financial Accounting Standards Board (“FASB”) and International Accounting Standards Board (“IASB”) jointly issued a new revenue recognition standard that will improve financial reporting by creating common recognition guidance for U.S. GAAP and International Financial Reporting Standards (“IFRS”). This guidance provides a more robust framework for addressing revenue issues, improves the comparability of revenue recognition practices across industries, provides more useful information to users of financial statements through improved disclosure requirements and simplifies the presentation of financial statements. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Unless the FASB delays the effective date of the new standard, this guidance will be effective on a retrospective basis for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. This guidance permits the use of either a full retrospective method or a modified retrospective approach in which it would be applied only to the most current period presented along with a cumulative-effect adjustment at the date of adoption. In April 2015, the FASB proposed a one-year delay in the effective date of the standard to annual reporting periods beginning after December 15, 2017, with an option that would permit companies to adopt the standard as early as the original effective date. Early application prior to the original effective date is not permitted. A final decision on the effective date is expected in 2015. The Company has not yet selected a transition method and is currently evaluating the impact this guidance will have on its financial statements. |
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In April 2015, the FASB issued authoritative guidance to simplify the presentation of debt issuance costs. This guidance requires a company to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this guidance. This guidance is effective on a retrospective basis for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early application is permitted. This guidance is not expected to have a material impact on the Company’s results of operations or financial position, but will require changes to the presentation of the consolidated balance sheets and the notes to the consolidated financial statements. |