Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 30, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'BIRT | ' |
Entity Registrant Name | 'ACTUATE CORP | ' |
Entity Central Index Key | '0001062478 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 46,056,820 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $32,714 | $41,750 |
Short-term investments | 31,800 | 38,150 |
Accounts receivable, net of allowances of $348 and $418 at March 31, 2014 and December 31, 2013, respectively | 17,691 | 27,418 |
Other current assets | 10,356 | 8,251 |
Total current assets | 92,561 | 115,569 |
Property and equipment, net | 5,724 | 6,119 |
Goodwill | 56,627 | 51,962 |
Purchased intangibles, net | 12,384 | 8,588 |
Non-current deferred tax assets, net | 12,920 | 13,019 |
Other assets | 1,015 | 824 |
Assets, Total | 181,231 | 196,081 |
Current liabilities: | ' | ' |
Notes payable | 157 | ' |
Accounts payable | 1,242 | 1,586 |
Restructuring liabilities | 127 | 262 |
Accrued compensation | 4,771 | 5,795 |
Other accrued liabilities | 5,099 | 5,420 |
Deferred revenue | 44,037 | 46,293 |
Total current liabilities | 55,433 | 59,356 |
Long-term liabilities: | ' | ' |
Notes payable | 275 | 889 |
Other liabilities | 3,158 | 3,177 |
Long-term deferred revenue | 1,427 | 1,640 |
Long-term income taxes payable | 2,282 | 2,177 |
Total long-term liabilities | 7,142 | 7,883 |
Commitments and contingencies (Note 7) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value, issuable in series; 5,000,000 shares authorized; none issued or outstanding | ' | ' |
Common stock, $0.001 par value, 100,000,000 shares authorized; issued 92,574,342 and 92,286,427 shares, respectively; outstanding 46,553,195 and 47,710,244 shares, respectively | 47 | 48 |
Additional paid-in capital | 262,663 | 260,060 |
Treasury stock, at cost; 46,021,147 and 44,576,183 shares, respectively | -207,970 | -198,531 |
Accumulated other comprehensive income | 2,225 | 2,204 |
Retained earnings | 61,691 | 65,061 |
Total stockholders' equity | 118,656 | 128,842 |
Liabilities and Equity, Total | $181,231 | $196,081 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowances | $348 | $418 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 92,574,342 | 92,286,427 |
Common stock, shares outstanding | 46,553,195 | 47,710,244 |
Treasury stock at cost | 46,021,147 | 44,576,183 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues: | ' | ' |
License fees | $6,218 | $15,480 |
Services | 17,868 | 19,438 |
Total revenues | 24,086 | 34,918 |
Costs and expenses: | ' | ' |
Cost of license fees | 484 | 573 |
Cost of services | 3,567 | 4,983 |
Sales and marketing | 11,363 | 13,774 |
Research and development | 7,061 | 6,560 |
General and administrative | 5,693 | 5,880 |
Amortization of purchased intangibles | 343 | 263 |
Restructuring charges | 106 | 68 |
Total costs and expenses | 28,617 | 32,101 |
(Loss) income from operations | -4,531 | 2,817 |
Interest income and other income/(expense), net | -86 | 300 |
Interest expense | -13 | -60 |
(Loss) income before (benefit from) provision for income taxes | -4,630 | 3,057 |
(Benefit from) provision for income taxes | -1,260 | 38 |
Net (loss) income | ($3,370) | $3,019 |
Basic net (loss) income per share | ($0.07) | $0.06 |
Shares used in basic net (loss) income per share calculation | 47,699 | 48,180 |
Diluted net (loss) income per share | ($0.07) | $0.06 |
Shares used in diluted net (loss) income per share calculation | 47,699 | 50,514 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Comprehensive (Loss) Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net (loss) income | ($3,370) | $3,019 |
Other comprehensive income/(loss): | ' | ' |
Foreign currency translation | 10 | -1,335 |
Net unrealized gain/(loss) on securities | 11 | -24 |
Total comprehensive (loss) income | ($3,349) | $1,660 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities | ' | ' |
Net (loss) income | ($3,370) | $3,019 |
Adjustments to reconcile net (loss) income to net cash from operating activities: | ' | ' |
Stock based compensation expense, net of liability-based awards | 1,418 | 1,746 |
Excess tax benefits from stock based compensation | -70 | -710 |
Amortization of purchased intangibles | 742 | 640 |
Amortization of debt issuance cost | 5 | 20 |
Bad debt expense | -25 | -151 |
Depreciation | 498 | 542 |
Accretion/amortization on short-term investments | -30 | -92 |
Gain on liquidation of investments | ' | -416 |
Change in valuation allowance on deferred tax assets | ' | -112 |
Changes in operating assets and liabilities, net of acquired assets and assumed liabilities: | ' | ' |
Accounts receivable | 10,872 | 8,337 |
Other current assets | -944 | -124 |
Accounts payable | -415 | -713 |
Accrued compensation | -1,301 | -893 |
Other accrued liabilities | -1,789 | -453 |
Deferred tax assets, net of liabilities | 102 | -116 |
Income taxes receivable/payable | -846 | 186 |
Other deferred liabilities | -17 | -52 |
Restructuring liabilities | -137 | -21 |
Deferred revenue | -2,852 | -991 |
Net cash generated by operating activities | 1,841 | 9,646 |
Investing activities | ' | ' |
Purchase of property and equipment | -52 | -161 |
Proceeds from maturities of short-term investments | 7,641 | 11,593 |
Purchase of short-term investments | -1,250 | -14,869 |
Acquisitions, net of acquired cash | -3,945 | ' |
Net change in other non-current assets | -146 | 11 |
Net cash provided by (used in) investing activities | 2,248 | -3,426 |
Financing activities | ' | ' |
Pay-down of the credit facility and other loan obligations | -4,764 | -12 |
Excess tax benefits from stock based compensation | 70 | 710 |
Proceeds from issuance of common stock | 1,324 | 2,179 |
Stock repurchases | -9,542 | -10,000 |
Tax withholdings related to net share settlements of restricted stock awards and units | -92 | -50 |
Net cash used in financing activities | -13,004 | -7,173 |
Effect of exchange rate changes on cash and cash equivalents | -121 | -682 |
Net decrease in cash and cash equivalents | -9,036 | -1,635 |
Cash and cash equivalents at the beginning of the period | 41,750 | 37,483 |
Cash and cash equivalents at the end of the period | 32,714 | 35,848 |
Supplemental cash flow disclosures: | ' | ' |
Cash paid for interest | 17 | 38 |
Cash paid for income taxes | $48 | $225 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||
1. Summary of Significant Accounting Policies | |||||||||||||
The Company | |||||||||||||
Actuate Software Corporation was incorporated in November 1993 in the State of California and reincorporated in the State of Delaware in July 1998 as Actuate Corporation (“We”, “Actuate” or the “Company”). Actuate enabled solutions help its enterprise customers maximize revenue, cut costs, create more effective customer communications, streamline operations and create competitive advantage. Applications built using Actuate’s products have delivered personalized analytics and insights to more than 200 million people. More than 3.5 million developers have downloaded open source BIRT, the open source Eclipse interactive development environment (IDE)-based project founded and co-led by Actuate. Many of these BIRT developers use commercial, value-added products from Actuate to enhance and deploy BIRT-based applications to deliver personalized analytics and insights to customers, partners and employees. | |||||||||||||
Enterprises use Actuate products to create customer-facing, Big Data analytics and customer communications management (CCM) applications with intuitive and visually-engaging experiences that provide unique insights from multiple data sources, delivered securely across high volume of users and devices with proven scalability to millions of users. Developers use BIRT and BIRT iHub™, Actuate’s commercial deployment platform for BIRT-based applications, to develop and deploy high scale applications that deliver information personalized for each user to enrich the brand experience and gain competitive advantage. BIRT iHub further ensures organizations can gain effective insights from Big Data and take advantage of mobile touch devices. Actuate’s BIRT Analytics™ delivers self-service predictive analytics to enhance customer engagement from Big Data. BIRT Content Services™ empowers ECM architects to easily transform, personalize and archive high volume content. Actuate’s goal is to ensure that its customers can seamlessly incorporate information and business analysis into their day-to-day activities and decision-making, enabling organizations to explore new avenues for improving the bottom line. Actuate’s principal executive offices are located at the BayCenter Campus at 951 Mariners Island Boulevard, in San Mateo, California. Actuate’s telephone number is 650-645-3000. Actuate maintains Web sites at www.actuate.com, developer.actuate.com, www.birtondemand.com, www.quiterian.com and www.legodo.com. The information posted on our Web sites is not incorporated into this Form 10-Q. | |||||||||||||
Basis of Presentation | |||||||||||||
The Company has prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Pursuant to these rules and regulations, the Company has condensed or omitted certain information and footnote disclosures it normally includes in its annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). In management’s opinion, the Company has made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly present its financial position, results of operations and cash flows. The Company’s interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto in Actuate’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on March 7, 2014. | |||||||||||||
To prepare financial statements in conformity with GAAP, management must make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates and may result in material effects on the Company’s operating results and financial position. | |||||||||||||
The condensed consolidated financial statements include the accounts of Actuate and its wholly-owned subsidiaries. Actuate has offices throughout North America, Europe and Asia including offices in the United States, Canada, Switzerland, United Kingdom, Germany, Spain, Singapore, Japan and Australia. All intercompany balances and transactions have been eliminated. | |||||||||||||
Revenue Recognition | |||||||||||||
Actuate generates revenues from the sales of software licenses and related services. The Company receives software license revenues from licensing its products directly to end-users and indirectly through resellers, system integrators and original equipment manufacturers (OEMs). The Company receives service revenues from maintenance contracts, consulting services and training that Actuate performs for customers. | |||||||||||||
For sales to end-user customers, Actuate recognizes license revenues when a license agreement has been signed by both parties or a definitive agreement has been received from the customer, the product has been physically shipped or electronically made available, there are no unusual uncertainties surrounding the product acceptance, the fees are fixed or determinable, collectability is probable and vendor-specific objective evidence (VSOE) of fair value exists to allocate the fee to the undelivered elements of the arrangement. Vendor-specific objective evidence of fair value of sales to end users is based on the price charged when an element is sold separately. | |||||||||||||
Actuate has not established vendor-specific objective evidence of fair value for its licenses. Therefore, the Company recognizes revenues from software arrangements with multiple elements involving software licenses under the residual method, which means the fair value of the undelivered elements is deferred while the remaining value of the arrangement is allocated to the delivered elements. If we are unable to determine the fair value of the undelivered elements, it is not possible to allocate revenues separately to the undelivered elements in the arrangement and consequently, the entire amount of the arrangement fee is recognized ratably over the performance period of that undelivered element, assuming all other revenue recognition criteria are satisfied. If the license agreement contains payment terms that would indicate that the fee is not fixed or determinable, revenues are recognized as the payments become due and payable, assuming that all other revenue recognition criteria are met. | |||||||||||||
Actuate enters into reseller and distributor arrangements that typically give such distributors and resellers the right to distribute its products to end-users headquartered in specified territories. Actuate recognizes license revenues from arrangements with U.S. resellers and distributors when there is persuasive evidence of an arrangement with the reseller or distributor, the product has been shipped, the fees are fixed or determinable, collectability is probable and vendor-specific objective evidence of fair value exists to allocate the fee to the undelivered elements of the arrangement. Actuate recognizes license revenues from arrangements with international resellers and distributors upon receipt of evidence of sell-through and when all other revenue recognition criteria have been met. If it is not practical to obtain evidence of sell-through, the Company defers revenues until the end-user has been identified and cash has been received. In some instances there is a timing difference between when a reseller completes its sale to the end-user and the period in which Actuate receives the documentation required for revenue recognition. Because Actuate delays revenue recognition until the reporting period in which the required documentation is obtained, it may recognize revenue in a period subsequent to the period in which the reseller completes the sale to its end-user. | |||||||||||||
Actuate also enters into OEM arrangements that provide for license fees based on the bundling or embedding of its products with the OEM’s products. These arrangements generally provide for fixed, irrevocable royalty payments. Actuate recognizes license fee revenues from U.S. and international OEM arrangements when a license agreement has been executed by both parties, the product has been shipped, there are no unusual uncertainties surrounding the product acceptance, the fees are fixed or determinable, collectability is probable and vendor-specific objective evidence of fair value exists to allocate the fee to the undelivered elements of the arrangement. | |||||||||||||
In addition to licenses sold on perpetual basis, Actuate also sells its products on a time-based arrangement. The time-based licenses are sold either as on-premise time-based offerings or as hosted Software-as-a-Service (SaaS). The time-based transactions are typically broken down into separate license and maintenance components. The license component is recognized ratably over the term of the underlying arrangement as license revenue while the maintenance component is recognized ratably over the term of the underlying arrangement in services revenue in the Company’s Condensed Consolidated Statement of Operations. Our SaaS offerings consist of BIRT Performance Analytics onDemand and BIRT onDemand. Actuate recognizes revenue on these licenses ratably over the term of the underlying arrangement. Revenues from Actuate’s SaaS offerings are reported as services revenue in the Company’s Condensed Consolidated Statement of Operations. | |||||||||||||
The Company establishes vendor specific objective evidence of fair value for maintenance and support using a “bell-shaped curve” approach for certain types of license transactions, and uses a “stated maintenance renewal” approach for other categories of license transactions. When applying the “bell-shaped curve” approach the Company analyzes all maintenance renewal transactions over the past twelve months for that category of license and plots those data points on a bell-shaped curve to ensure that a high percentage of the data points are within an acceptable margin of the established VSOE rate. This analysis is performed quarterly. | |||||||||||||
When applying the “state renewal rate” approach, the Company ensures that the individual license transaction includes a clear and substantive renewal rate explicitly stated in the documentation for the transaction. Furthermore, the Company ensures that it has a practice of consistently renewing those transactions at the contractual rate. This is done by reviewing maintenance renewals on these contracts and making sure that a very high percentage are renewed at the renewal rates stipulated in the contract. | |||||||||||||
The Company assesses the collectability of fees from end-users based on payment history and current credit profile. When a customer is not deemed credit-worthy, revenues are deferred and recognized upon cash receipt. | |||||||||||||
Actuate recognizes maintenance revenues, which consist of fees for ongoing support and unspecified product updates, ratably over the term of the contract, typically one year. Consulting revenues are primarily related to standard implementation and configuration. Training revenues are generated from classes offered at the Company’s offices and customer locations. Revenues from consulting and training services are typically recognized as the services are performed. When a contract includes both license and service elements, the license fee is typically recognized on delivery of the software, assuming all other revenue recognition criteria are met, provided services do not include significant customization or modification of the product and are not otherwise essential to the functionality of the software. | |||||||||||||
Share-based Compensation | |||||||||||||
The Company has various types of share-based compensation plans. These plans are administered by the compensation committee of the Board of Directors, which selects persons to receive awards and determines the number of shares subject to each award and the terms, conditions, performance measures and other provisions of the award. Readers should refer to Note 9 of the Company’s consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2013, for additional information related to these share-based compensation plans. Share-based compensation expense and the related income tax benefit reflected in the Condensed Consolidated Statements of Operations in connection with stock options, restricted stock units, performance-based stock units and the Employee Stock Purchase Plan (“ESPP”) for three months ended March 31, 2014 and 2013 were as follows (in thousands): | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Stock options | $ | 591 | $ | 971 | |||||||||
Restricted stock units (“RSUs”) | 514 | 336 | |||||||||||
Performance-based stock units (1) | 177 | 203 | |||||||||||
ESPP | 136 | 236 | |||||||||||
Total share-based compensation | $ | 1,418 | $ | 1,746 | |||||||||
Income tax benefit | $ | 458 | $ | 525 | |||||||||
1 | Includes Performance Stock Units (“PSUs”) and market-performance based units (“MSUs”). | ||||||||||||
In May 2012, MSUs were granted to the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) of the Company. Each MSU represents the right to one share of Actuate’s common stock. The actual number of MSUs which will be eligible to vest will be based on the performance of Actuate’s stock price relative to the performance of the Standard & Poor’s (“S&P”) Small Cap 600 Index over a two-year vesting period, up to 200% of the MSUs initially granted. After the initial performance period, 50% of the earned award vests immediately and the remaining 50% is subject to an additional one year service period. | |||||||||||||
In April 2013, additional MSUs were granted to the CEO and the CFO of the Company. The actual number of MSUs which will be eligible to vest will be based on the performance of Actuate’s stock price relative to the performance of the Russell 2000 Index over the vesting period, up to 200% of the MSUs initially granted. The award is divided into two tranches. The first tranche has a two year performance period and the second a three year performance period. | |||||||||||||
We valued the MSUs using the Monte Carlo simulation model and amortize the compensation expense over the three year performance and service period. | |||||||||||||
We estimate the expected term of options granted by analyzing actual historical experience of exercises and cancellations under our plans. We also look at the average length of time in which our current outstanding options are expected to be exercised or cancelled based on past experience and the vesting and contractual term. We estimate the volatility of our common stock by using historical volatility over the expected term. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those previously estimated. Management’s estimate of forfeitures is based on historical experience; however actual forfeitures could differ as a result of employee terminations which may impact future share-based compensation expense. We base the risk-free interest rate used in the option valuation model on the daily Treasury yield curve interest rate published by the U.S. Department of the Treasury. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option valuation model. The assumptions used to estimate the fair value of stock options granted and stock purchase rights granted under our Employee Stock Purchase Plan (the “Purchase Plan”) for the three months ended March 31, 2014 and 2013 are as follows: | |||||||||||||
Options | ESPP | ||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||
March 31, | March 31, | March 31, | March 31, | ||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Volatility | 49.94 | % | 53.58 | % | 21.4–30.09% | 34.3–41.52% | |||||||
Expected term (years) | 5.57 | 5.66 | 1.25 | 1.25 | |||||||||
Risk free interest rate | 1.73 | % | 0.77 | % | 0.07–0.30% | 0.11–0.27% | |||||||
Expected dividend yield | 0 | % | 0 | % | 0% | 0% | |||||||
Beginning January 2010, restricted stock units (“RSUs”) were granted to senior management as part of the Company’s annual incentive compensation program under the Amended and Restated 1998 Equity Incentive Plan. RSUs are valued based on the closing price of the Company’s common stock on the grant date. In general, restricted stock units vest over four years with annual cliff vesting and are subject to the employees’ continuing service to the Company. For each restricted stock unit granted under the 1998 Plan, a share reserve ratio is applied for the purpose of determining the remaining number of shares reserved for future grants under the plan. The share reserve ratio is 1:1 for each restricted stock unit granted, and an equivalent of 1 share will be deducted from the share reserve for each restricted stock unit issued. Likewise, each forfeited restricted stock unit increases the number of shares available for issuance by the applicable rate at the time of forfeiture. | |||||||||||||
In the first quarter of 2014 the Company expanded its equity incentive program to grant RSUs in-lieu of stock options to its employees across all levels based on performance. Stock options will continue to be granted as part of the Company’s new hire program. Performance stock units (“PSUs”) were also granted for the first time to select key employees of the Company. PSU vesting is contingent upon meeting certain company-wide performance goals. | |||||||||||||
As of March 31, 2014, a total of 2,323,750 RSUs and performance-based awards were granted to the Company’s senior management, employees and non-employee Board of Directors. | |||||||||||||
Net (loss) Income Per Share | |||||||||||||
The Company computes basic net (loss) income per share using the weighted-average number of common shares outstanding during the period, less weighted average shares subject to repurchase. The Company computes diluted net (loss) income per share using the weighted-average number of common shares and dilutive share-based awards during the period determined by using the treasury stock method. | |||||||||||||
The table below reconciles the weighted-average common shares used to calculate basic net (loss) income per share with the weighted-average common shares used to calculate diluted net (loss) income per share (in thousands). | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Weighted-average common shares outstanding | 47,699 | 48,180 | |||||||||||
Weighted-average dilutive common equivalent shares under the treasury stock method | — | 2,334 | |||||||||||
Weighted-average common shares used in computing diluted net (loss) income per share | 47,699 | 50,514 | |||||||||||
Under the treasury stock method, stock options with exercise prices exceeding the average share price of the Company’s common stock during the applicable period are excluded from the diluted earnings per share computation. The weighted-average number of shares excluded from the calculation of diluted net loss per share was 8,637,457 for the three months ended March 31, 2014. The weighted-average number of restricted stock and performance-based unit shares excluded from the calculation of diluted net loss per share was 725,710 for the three months ended March 31, 2014 because their effect would have been anti-dilutive. | |||||||||||||
In the first quarter of fiscal year 2013, the weighted-average number of shares excluded from the calculation of diluted net income per share was 4,259,198. The weighted-average number of restricted stock and performance-based unit shares excluded from the calculation of diluted net income was 86,950 for the three months ended March 31, 2013. Such stock options, RSUs or performance-based units had they been dilutive, would have been included in the computation of diluted net income per share. | |||||||||||||
The weighted average exercise price of excluded stock options was $5.24 and $6.14 for the quarters ended March 31, 2014 and 2013, respectively. | |||||||||||||
Income Taxes | |||||||||||||
We provide for the effect of income taxes in our Condensed Consolidated Financial Statements using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, net operating loss carryovers, and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. We also apply a two-step approach to determining the financial statement recognition and measurement of uncertain tax positions. | |||||||||||||
Income tax expense or benefit is recognized for the amount of taxes payable or refundable for the current year, and for deferred tax assets and liabilities for the tax consequences of events that have been recognized in an entity’s financial statements or tax returns. We must make significant assumptions, judgments and estimates to determine our current provision (benefit) for income taxes, our deferred tax assets and liabilities, and any valuation allowance to be recorded against our deferred tax assets. Our judgments, assumptions and estimates relating to the current provision (benefit) for income taxes include the geographic mix and amount of income (loss), our interpretation of current tax laws, and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Our judgments also include anticipating the tax positions we will record in the financial statements before actually preparing and filing the tax returns. Our estimates and assumptions may differ from the actual results as reflected in our income tax returns and we record the required adjustments when they are identified or resolved. Changes in our business, tax laws or our interpretation of tax laws, and developments in current and future tax audits, could significantly impact the amounts provided for income taxes in our results of operations, financial position, or cash flows. | |||||||||||||
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to tax benefit carry-forwards and to differences between the financial statement amounts of assets and liabilities and their respective tax basis. We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. To make this assessment, we take into account predictions of the amount and category of taxable income from various sources and all available positive and negative evidence about these possible sources of taxable income. The weight given to the potential effect of negative and positive evidence is commensurate with the extent to which the strength of the evidence can be objectively verified. Based on the analysis of positive and negative factors noted above, we have no valuation allowance against U.S. federal deferred tax assets. For U.S. states, we have determined that it is more likely than not that the Company’s California research credits will not be realized as we continue to generate credits significantly in excess of our yearly California tax liability. As such, we continue to maintain a full valuation allowance against our excess deferred tax asset for California research credit carry forwards. We maintain a full valuation allowance against deferred tax assets in foreign jurisdictions with a history of losses and a partial valuation allowance in foreign jurisdictions where operating results beyond a certain time frame are less reliable. If, in the future, we determine that these deferred tax assets are more likely than not to be realized, a release of all or part, of the related valuation allowance could result in an income tax benefit in the period such determination is made. | |||||||||||||
We only recognize an income tax expense or benefit with respect to uncertain tax positions in our financial statements that we judge is more likely than not to be sustained solely on its technical merits in a tax audit, including resolution of any related appeals or litigation processes. To make this judgment, we must interpret complex and sometimes ambiguous tax laws, regulations and administrative practices. If an income tax position meets the more likely than not recognition threshold, then we must measure the amount of the tax benefit to be recognized by determining the largest amount of tax benefit that has a greater than a 50% likelihood of being realized upon effective settlement with a taxing authority that has full knowledge of all of the relevant facts. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible settlement outcomes. To determine if a tax position is effectively settled, we must also estimate the likelihood that a taxing authority would review a tax position after a tax examination has otherwise been completed. We must also determine when it is reasonably possible that the amount of unrecognized tax benefits will significantly increase or decrease in the 12 months after each fiscal year-end. These judgments are difficult because a taxing authority may change its behavior as a result of our disclosures in our financial statements. We must reevaluate our income tax positions on a quarterly basis to consider factors such as changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in recognition of a tax benefit or an additional charge to the tax provision. | |||||||||||||
Sales Taxes | |||||||||||||
The Company presents its revenues net of sales tax in its Condensed Consolidated Statements of Operations. | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||
In 2013, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance on the presentation of unrecognized tax benefits. The new guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2013, with early adoption permitted. Accordingly, we adopted these presentation requirements during the first quarter of 2014. The Company currently accounts for its unrecognized tax benefits in accordance with this guidance. The adoption of this standard did not have a significant impact on our financial position, results of operations, or cash flows. | |||||||||||||
In 2013, the FASB issued new accounting guidance clarifying the accounting for the release of a cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The adoption of this standard did not have a significant impact on our financial position, results of operations, or cash flows. |
Acquisitions
Acquisitions | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Acquisitions | ' | ||||||||
2. Acquisitions | |||||||||
legodo ag | |||||||||
On January 31, 2014, The Company acquired legodo ag, a privately held software company based in Karlsruhe, Germany, whose mission is to develop software for easy and rapid generation of personalized customer correspondence via any modern communication channel, including social media. Actuate acquired 100% of the outstanding shares held by legodo shareholders. At the time of the acquisition the Company paid $3.9 million in cash to legodo shareholders. This amount was net of $1.5 million in cash acquired. There is also $1.6 million in potential additional cash payments which may be required through December 2014. These additional payments are wholly dependent on the achievement of specific revenue contingencies. The estimated fair value of these performance-based payments of approximately $1.1 million was determined based on management’s estimate of fair value using a probability-weighted discounted cash flow model, which uses Level 3 inputs for fair value measurements. | |||||||||
Under the purchase accounting method, the total purchase price was allocated to legodo’s net tangible and intangible assets based upon their estimated fair values as of January 31, 2014. The excess purchase price over the value of the net tangible and identifiable intangible assets was recorded as goodwill. | |||||||||
Direct transaction costs related to the legodo acquisition totaling approximately $145,000 were incurred during the first quarter of 2014. These costs include legal and accounting fees, and other external costs directly related to the acquisition. These acquisition related costs were directly charged to general and administrative expense on the Condensed Consolidated Statements of Operations as incurred. | |||||||||
The table below represents the allocation of the purchase price to the acquired net assets of legodo based on their estimated fair values as of January 31, 2014 and the associated estimated useful life at that date. | |||||||||
Amount | Useful life | ||||||||
(in thousands) | (in years) | ||||||||
Net tangible assets and liabilities | $ | (2,555 | ) | N/A | |||||
Existing technology | 2,722 | 7 | |||||||
Customer contracts and relationships | 1,769 | 7 | |||||||
Goodwill | 4,582 | N/A | |||||||
Total purchase consideration | $ | 6,518 | |||||||
As with acquisitions that the Company has undertaken in the past, the Company has initiated structural changes in its corporate structure in order to incorporate legodo. These changes in Company’s organizational structure are ongoing and could affect future estimates and assumptions. | |||||||||
Net tangible assets and liabilities: | |||||||||
legodo’s tangible assets and liabilities as of January 31, 2014 were adjusted to their estimated fair value as necessary. Among the net tangible assets assumed were approximately $1.5 million in cash and cash equivalents, $1.1 million in trade receivables, and $4.3 million in notes payable. The notes payable was paid in full by Actuate immediately following acquisition. | |||||||||
Identifiable intangible assets: | |||||||||
Existing technology—consists of legodo’s scalable communication solutions which maximize the capabilities of connecting to customers while being able to customize messages and platforms. legodo’s software suite helps its users to have more control over various customer communication channels, such as emails, letters, texting, Multimedia Messaging Service (MMS), and others. Its solution is also used in providing document generation and creation, quotations and contracts management, and digital processing solutions. The existing technology represents an intangible asset separate from goodwill. The existing technology was valued using a form of the income approach known as the excess earnings method. In the excess earnings method, value is estimated as the present value of the benefits anticipated from ownership of the subject intangible asset in excess of the returns required on the investment in the contributory assets necessary to realize those benefits. It is based on the theory that all operating assets contribute to the profitability of an enterprise. Therefore, if the estimated earnings associated with a specific asset of a company rely on the use of other company assets, then the estimated earnings of the subject asset must be reduced by appropriate charges for the use of these contributory assets. | |||||||||
Customer contracts and relationships— legodo provides customer contact software to customers, primarily to German corporations. Typically, the Company works directly with customers through licensing its products and continued maintenance and consulting. These relationships represent an intangible asset separate from goodwill. Similar to the existing technology, the fair value of the customer contracts and relationships was established using the excess earnings method. Discussions with legodo management and review of the business operations indicated that the typical market participant interested in acquiring legodo would view the Company’s current customer relationships as an asset of central importance. An income approach was selected as the best method to capture the subject customers’ expected contribution to future earnings. | |||||||||
We expect to amortize the fair value of these intangible assets on a straight-line basis over their respective estimated useful life. | |||||||||
Goodwill: | |||||||||
Goodwill represents the excess of the purchase price over the fair value of the underlying acquired net tangible and intangible assets. The factors that contributed to the recognition of goodwill included securing buyer-specific synergies that increase revenue and profits and are not otherwise available to a marketplace participant. No amount of goodwill is expected to be deductible for tax purposes. |
Fair_Value_Measurements_of_Fin
Fair Value Measurements of Financial Assets and Liabilities | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Measurements of Financial Assets and Liabilities | ' | ||||||||||||||||
3. Fair Value Measurements of Financial Assets and Liabilities | |||||||||||||||||
The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For certain of our financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and other current liabilities the carrying amounts approximate their fair value due to the relatively short maturity of these balances. | |||||||||||||||||
The Company has assets that are valued in accordance with the provisions of the authoritative guidance that addresses fair value measurements. This guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: | |||||||||||||||||
• | Level 1—Valuations based on real-time quotes for transactions in active exchange markets involving identical assets. | ||||||||||||||||
• | Level 2—Valuations based on readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. | ||||||||||||||||
• | Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | ||||||||||||||||
Assets Measured at Fair Value on a Recurring Basis | |||||||||||||||||
The following table represents information about the Company’s investments measured at fair value (in thousands). | |||||||||||||||||
Fair value of investments as of March 31, 2014 | |||||||||||||||||
Total | Quoted Prices | Significant | Significant | ||||||||||||||
In Active | Other | Unobservable | |||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Money market funds (1) | $ | 4,475 | $ | 4,475 | $ | — | $ | — | |||||||||
Federal and municipal obligations (2) | 1,000 | — | 1,000 | — | |||||||||||||
Corporate bonds (2) | 25,050 | — | 25,050 | — | |||||||||||||
Commercial paper (3) | 8,750 | — | 8,750 | — | |||||||||||||
$ | 39,275 | $ | 4,475 | $ | 34,800 | $ | — | ||||||||||
Fair value of investments as of December 31, 2013 | |||||||||||||||||
Total | Quoted Prices | Significant | Significant | ||||||||||||||
In Active | Other | Unobservable | |||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Money market funds (1) | $ | 6,088 | $ | 6,088 | $ | — | $ | — | |||||||||
Term deposits (1) | 7,122 | 7,122 | — | — | |||||||||||||
Commercial paper (2) | 4,498 | — | 4,498 | — | |||||||||||||
Corporate bonds (2) | 32,652 | — | 32,652 | — | |||||||||||||
Federal and municipal obligations (4) | 4,000 | — | 4,000 | — | |||||||||||||
$ | 54,360 | $ | 13,210 | $ | 41,150 | $ | — | ||||||||||
-1 | Included in cash and cash equivalents in the Company’s Condensed Consolidated Balance Sheet. | ||||||||||||||||
-2 | Included in short-term investments in the Company’s Condensed Consolidated Balance Sheet. | ||||||||||||||||
-3 | Of this amount, approximately $3 million was included in cash equivalents at March 31, 2014 and the remainder was included in the short-term investment in the Company’s Condensed Consolidated Balance Sheet. | ||||||||||||||||
-4 | Of this amount, approximately $3 million was included in cash equivalents at December 31, 2013 and the remainder was included in short-term investments in the Company’s Condensed Consolidated Balance Sheet. | ||||||||||||||||
Certain items in the table above are classified as Level 2 items because quoted prices in an active market are not readily accessible for those specific financial assets, and the Company may have relied on alternative pricing methods that do not rely exclusively on quoted prices to determine the fair value of the investments. | |||||||||||||||||
The Company’s cash, cash equivalents, short-term investments and non-current investments are as follows (in thousands): | |||||||||||||||||
Cost | Gross | Gross | Estimated | ||||||||||||||
Unrealized | Unrealized | Fair Value | |||||||||||||||
Gains | (Losses) | ||||||||||||||||
Balance at March 31, 2014 | |||||||||||||||||
Classified as cash and cash equivalents: | |||||||||||||||||
Cash | $ | 25,239 | $ | — | $ | — | $ | 25,239 | |||||||||
Money market funds | 4,475 | — | — | 4,475 | |||||||||||||
Commercial paper | 3,000 | — | — | 3,000 | |||||||||||||
32,714 | — | — | 32,714 | ||||||||||||||
Classified as short-term investments: | |||||||||||||||||
Commercial paper | 5,750 | — | — | 5,750 | |||||||||||||
Corporate bonds (5) | 25,041 | 16 | (7 | ) | 25,050 | ||||||||||||
Federal and municipal obligations | 1,000 | — | — | 1,000 | |||||||||||||
31,791 | 16 | (7 | ) | 31,800 | |||||||||||||
Total | $ | 64,505 | $ | 16 | $ | (7 | ) | $ | 64,514 | ||||||||
-5 | Securities totaling approximately $9.9 million were in an unrealized loss position at March 31, 2014. None of these securities were in a continuous unrealized loss position for greater than 12 months. | ||||||||||||||||
Cost | Gross | Gross | Estimated | ||||||||||||||
Unrealized | Unrealized | Fair Value | |||||||||||||||
Gains | (Losses) | ||||||||||||||||
Balance at December 31, 2013 | |||||||||||||||||
Classified as cash and cash equivalents: | |||||||||||||||||
Cash | $ | 25,540 | $ | — | $ | — | $ | 25,540 | |||||||||
Term deposits | 7,122 | — | — | 7,122 | |||||||||||||
Money market funds | 6,088 | — | — | 6,088 | |||||||||||||
Federal and municipal obligations | 3,000 | — | — | 3,000 | |||||||||||||
41,750 | — | — | 41,750 | ||||||||||||||
Classified as short-term investments: | |||||||||||||||||
Commercial paper (6) | 4,498 | — | — | 4,498 | |||||||||||||
Corporate bonds (6) | 32,654 | — | (2 | ) | 32,652 | ||||||||||||
Federal and municipal obligations | 1,000 | — | — | 1,000 | |||||||||||||
38,152 | — | (2 | ) | 38,150 | |||||||||||||
Total | $ | 79,902 | $ | — | $ | (2 | ) | $ | 79,900 | ||||||||
-6 | Securities totaling approximately $18.1 million were in an unrealized loss position at December 31, 2013. None of these securities were in a continuous unrealized loss position for greater than 12 months. | ||||||||||||||||
Short-term investments are classified as available-for-sale and are recorded on the Company’s Condensed Consolidated Balance Sheet at fair market value with unrealized gains or losses reported as a separate component of Accumulated Other Comprehensive Income (loss). At March 31, 2014, the Company has classified all of its securities with original maturities beyond 90 days as short-term investments, even though the stated maturity dates may be one year or more beyond the current balance sheet date as these investments remain highly liquid and available for use in current operations. |
Restructuring_Charges
Restructuring Charges | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Restructuring Charges | ' | ||||||||||||
4. Restructuring Charges | |||||||||||||
During the first quarter of fiscal 2014, the Company incurred a restructuring charge of approximately $106,000 associated mainly with closure of its Shanghai, China operation, which was effective January 31, 2014. The closure resulted in termination of approximately 50 employees, mainly in research and development, and totaled approximately $900,000 in employee severance and associated charges. Of the total $900,000 in severance associated with the China restructuring, only the portion that constituted one-time employee termination benefits were deemed as restructuring while the remaining balance was classified as an on-going employee benefits arrangement. An ongoing benefit arrangement is presumed to exist if an entity has a past practice of providing similar termination benefits, including statutorily-required benefits, to be provided in the event of involuntary termination. The Company classified most of the on-going benefits arrangement portion of the Shanghai, China restructuring to research and development as compensation expense during the first quarter of fiscal 2014. | |||||||||||||
Restructuring charges were based on actual and estimated costs incurred including estimates of sublease income on portions of our idle facilities that we periodically update based on market conditions and in accordance with our restructuring plans. These estimates were impacted by the rules governing the termination of employees, especially those in foreign countries. | |||||||||||||
The following table summarizes the restructuring accrual activity during the three months ended March 31, 2014 (in thousands): | |||||||||||||
Severance | Facility | Total | |||||||||||
& Benefits | Related | ||||||||||||
Balance at December 31, 2013 | $ | — | $ | 314 | $ | 314 | |||||||
Restructuring charges | 106 | — | 106 | ||||||||||
Reclassification | 96 | (96 | ) | — | |||||||||
Cash payments, net of rents collected on sublease | (164 | ) | (71 | ) | (235 | ) | |||||||
Adjustments (1) | — | (8 | ) | (8 | ) | ||||||||
Balance at March 31, 2014 | $ | 38 | $ | 139 | $ | 177 | |||||||
Less: Current portion: | (38 | ) | (89 | ) | (127 | ) | |||||||
Long-term balance at March 31, 2014 (2) | $ | — | $ | 50 | $ | 50 | |||||||
-1 | Adjustments mainly reflect the impact of foreign currency translation. | ||||||||||||
-2 | Included in “Other liabilities—long-term” section of the Condensed Consolidated Balance Sheets. |
Segment_and_Geographic_Informa
Segment and Geographic Information | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segment and Geographic Information | ' | ||||||||
5. Segment and Geographic Information | |||||||||
Our primary operations are located in the United States. Revenues from international sources relate to sales, primarily to Europe and Asia. Our revenues by geographic area were as follows (in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
North America | $ | 17,394 | $ | 27,821 | |||||
Europe, Middle East, and Africa (EMEA) | 5,547 | 5,773 | |||||||
Asia Pacific and others | 1,145 | 1,324 | |||||||
$ | 24,086 | $ | 34,918 | ||||||
As of March 31, 2014, we operated solely in one segment, which is the development, marketing and support of our enterprise reporting application platforms. There were no customers that accounted for more than 10% of total revenues in the three months ended March 31, 2014 or 2013. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||||||||
6. Goodwill and Intangible Assets | |||||||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||||||
The Company performs its annual impairment test of goodwill as of October 1st of each year. Goodwill is not amortized, but is evaluated for impairment on an annual basis or when impairment indicators are present. The potential impairment is identified if the fair value of the reporting unit to which goodwill applies is less than the recorded book value of the related reporting entity, including such goodwill. Where the book value of a reporting entity, including related goodwill, is greater than the reporting entity’s fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. There have been no significant events or circumstances affecting the valuation of goodwill subsequent to the impairment test performed on October 1, 2013. As a result, the Company did not record any impairment related to its goodwill for the period ended March 31, 2014. | |||||||||||||||||||||||||||||
The following is a roll-forward of the activity that affected goodwill during the first quarter of 2014 (in thousands): | |||||||||||||||||||||||||||||
Goodwill as of December 31, 2013 | $ | 51,962 | |||||||||||||||||||||||||||
Acquisition of legodo ag | 4,582 | ||||||||||||||||||||||||||||
Foreign currency translation | 83 | ||||||||||||||||||||||||||||
Goodwill as of March 31, 2014 | $ | 56,627 | |||||||||||||||||||||||||||
Purchased Intangibles | |||||||||||||||||||||||||||||
Other intangible assets consist of the following (in thousands): | |||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||
Gross | Acquisition | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||||||
Carrying | of legodo ag | Amortization | Carrying | Carrying | Amortization | Balance | |||||||||||||||||||||||
Amount | Amount | Amount | |||||||||||||||||||||||||||
Customer lists | $ | 22,350 | $ | 1,769 | $ | (18,880 | ) | $ | 5,239 | $ | 22,350 | $ | (18,539 | ) | $ | 3,811 | |||||||||||||
Purchased technologies | 17,325 | 2,722 | (12,926 | ) | 7,121 | 17,325 | (12,527 | ) | 4,798 | ||||||||||||||||||||
Leases | 47 | — | (37 | ) | 10 | 47 | (35 | ) | 12 | ||||||||||||||||||||
Currency exchange | (33 | ) | 47 | — | 14 | (33 | ) | — | (33 | ) | |||||||||||||||||||
$ | 39,689 | $ | 4,538 | $ | (31,843 | ) | $ | 12,384 | $ | 39,689 | $ | (31,101 | ) | $ | 8,588 | ||||||||||||||
Amortization expense of purchased technology and other intangible assets was approximately $742,000 and $640,000 for the quarters ended March 31, 2014 and 2013, respectively. Of this total, approximately $399,000 and $377,000 was related to the amortization of purchased technology for the periods ended March 31, 2014 and 2013, respectively. | |||||||||||||||||||||||||||||
During the quarter ended March 31, 2014, the Company recorded additions to its purchased intangible assets of approximately $4.5 million related to the acquisition of legodo ag. For additional discussion, see Note 2 of this Form 10-Q. | |||||||||||||||||||||||||||||
Amortization of purchased technology is included in cost of license fees in the accompanying Condensed Consolidated Statements of Operations. The expected remaining annual amortization expense is summarized as follows (in thousands): | |||||||||||||||||||||||||||||
Fiscal Year | Purchased | ||||||||||||||||||||||||||||
Technology and | |||||||||||||||||||||||||||||
Intangibles | |||||||||||||||||||||||||||||
2014 (remainder of year) | $ | 2,388 | |||||||||||||||||||||||||||
2015 | 3,178 | ||||||||||||||||||||||||||||
2016 | 3,175 | ||||||||||||||||||||||||||||
2017 | 1,121 | ||||||||||||||||||||||||||||
2018 and thereafter | 2,522 | ||||||||||||||||||||||||||||
$ | 12,384 | ||||||||||||||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||||||
7. Commitments and Contingencies | |||||||||||||||||||||
General | |||||||||||||||||||||
The Company is engaged in certain legal actions arising in the ordinary course of business. Although there can be no assurance as to the outcome of such litigation, the Company believes it has adequate legal defenses and it believes that neither the ultimate outcome of any of these actions nor ongoing litigation costs will not have a material effect on the Company’s consolidated financial position or results of operations. | |||||||||||||||||||||
Revolving credit line | |||||||||||||||||||||
During the second quarter of 2013, following a comparative evaluation of its credit facility, the Company decided to change to another vendor to service its borrowing needs. As a result, the Company terminated its existing credit agreement with Wells Fargo Capital Finance (“WFCF”) and on June 30, 2013 entered into a new revolving credit agreement with U.S. Bank National Association (“US Bank”) through and until June 29, 2017. The Company intends to use the proceeds from the Credit Agreement for working capital, acquisitions, issuance of commercial and standby letters of credit, stock repurchases, capital expenditures and other general corporate purposes. | |||||||||||||||||||||
The new Credit Agreement with US Bank allows for cash borrowings and the issuance of letters of credit under a secured revolving credit facility up to a maximum of $50 million. Interest accrues based on, at the Company’s election, (i) LIBOR plus an applicable spread based on the Company’s consolidated total cash flow leverage ratio or (ii) the greater of: (a) the Federal Funds Effective Rate plus one half of one percent, (b) one month LIBOR plus one percent, and (c) U.S. Bank’s prime rate, in each case plus an applicable spread based on the Company’s consolidated total cash flow leverage ratio. The Company is required to make interest payments on a monthly basis. | |||||||||||||||||||||
Following the termination of its agreement with WFCF, the Company wrote-off all remaining unamortized costs related to the old credit facility totaling approximately $188,000 in the second quarter of 2013. Costs related to the new credit facility with US Bank were not significant. | |||||||||||||||||||||
As of March 31, 2014, there was no balance owed on the credit facility and the balance available under the revolving credit facility was $50 million. | |||||||||||||||||||||
The following table represents costs related to the Company’s credit facility (in thousands): | |||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||
March 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Amortization of debt issuance costs | $ | 5 | $ | 20 | |||||||||||||||||
Unused line fees | — | 38 | |||||||||||||||||||
Total | $ | 5 | $ | 58 | |||||||||||||||||
The Credit Agreement with US Bank contains covenants, which, among other things, impose certain limitations with respect to lines of business, mergers, investments and acquisitions, additional indebtedness, distributions, guarantees, liens and encumbrances. The Company is also required to maintain the two financial covenants listed below: | |||||||||||||||||||||
• | Consolidated total cash flow leverage ratio not to exceed 2.50 to 1.00, and | ||||||||||||||||||||
• | A fixed charge coverage ratio of not less than 1.75 to 1.00. | ||||||||||||||||||||
The indebtedness under the Credit Agreement is secured by (i) substantially all of the personal property (whether tangible or intangible) of Actuate Corporation and Actuate International Holding Company (as guarantor) as well as the proceeds generated by that property and (ii) by a pledge of all of its stock and a portion of the stock of certain of its subsidiaries. The Company was in compliance with its financial covenants at March 31, 2014. | |||||||||||||||||||||
Notes payable | |||||||||||||||||||||
Associated with the acquisition of Quiterian on October 16, 2012, the Company inherited two loan agreements that were previously executed to finance the development of the Quiterian software. The loans were offered by the Spanish government subsidy programs and are restricted for use on development of the software. One of the loans is interest free and has a principal balance of approximately $0.5 million. This loan was repaid in March of 2014. The other loan is a variable rate loan with an average rate of approximately 5% and a principal balance of approximately $0.4 million. This loan is scheduled for repayment on a quarterly basis starting June 2014 and ending December 2016 and is classified as notes payable on the Company’s Condensed Consolidated Balance Sheet at March 31, 2014. | |||||||||||||||||||||
Operating Lease Commitments | |||||||||||||||||||||
On November 28, 2011, the Company entered into a ten year lease agreement with a third party for approximately 58,000 square feet of office space in the BayCenter Campus in San Mateo, California. This lease is operating in nature and commenced on June 1, 2012 and will end on May 31, 2022. In addition, the lease provides for four months of free rent (rent holiday) and approximately $2.6 million in landlord incentives to be applied towards construction of improvements. At March 31, 2014, the deferred rent liability balance related to the new lease totaled approximately $3.3 million and this balance declines through May 2022 when contractual cash payments exceed the straight-line lease expense. Of this total deferred rent liability balance, approximately $260,000 was classified as short term and $3.1 million was classified as other long term liabilities on the Company’s Condensed Consolidated Balance Sheet at March 31, 2014. Actuate is using the BayCenter Campus as its corporate headquarters. | |||||||||||||||||||||
Upon the execution of this lease, Actuate delivered to the new landlord two letters of credit totaling $225,300. These letters of credit guarantee Actuate’s contractual obligations related to the BayCenter Campus in San Mateo, California. | |||||||||||||||||||||
Actuate leases smaller office facilities in various locations in the United States and abroad. All facilities are leased under operating leases. Total rent expense was approximately $1.1 million in the first quarter of fiscal year 2014 and the first quarter of fiscal year 2013. In addition, the Company incurred facility related charges of approximately $203,000 and $170,000 in the first quarter of fiscal 2014 and 2013, respectively. | |||||||||||||||||||||
Stock Option Plans | |||||||||||||||||||||
An individual who first joins the Board of Directors as a non-employee director is awarded an option to purchase 25,000 shares of the Company’s Common Stock and a restricted stock unit award (“RSU”) covering 12,500 shares of the Company’s Common Stock. These options and RSUs each have a four year vesting period tied to continued Board service. Each option has an exercise price equal to the closing price of the Company’s Common Stock on the day of the grant, and 25% will vest upon the non-employee directors’ continued Board service through the first anniversary of the award date and on an equal, monthly basis over the next 3 years of service thereafter. The first 25% of each restricted stock unit award will vest 13 months following the award date and the remainder will vest in a series of three successive equal annual installments on each of the second, third and fourth anniversaries of the award date, provided that the non-employee director continues in Board service through each such vesting date. Each non-employee director receiving an initial 12,500-share RSU award is given the opportunity to elect to defer the receipt of the shares of Actuate Common Stock that vest and become issuable pursuant to the initial RSU award. If a non-employee director makes a timely deferral election, then the shares of Actuate Common Stock in which he or she vests under the initial RSU award will be issued upon termination of Board service. In the absence of an effective deferral election, any shares of the Company’s Common Stock in which the non-employee director vests under the initial RSU award will be issued as those shares vest. | |||||||||||||||||||||
Beginning in 2013 each continuing non-employee director is granted a RSU award covering 16,000 shares of the Company’s Common Stock at each annual stockholders meeting. Each restricted stock unit award granted to a continuing non-employee director will vest upon the non-employee director’s continued Board service through the first anniversary of the award date. Before the start of each calendar year, each of our non-employee directors is given the opportunity to elect to defer the receipt of any or all of the shares of Actuate Common Stock that vest and become issuable pursuant to the restricted stock unit award to be made to such non-employee director at the next annual stockholders meeting. If a non-employee director makes a timely deferral election, then the shares of Actuate Common Stock in which he or she vests under the RSU award will be issued upon his termination of Board service. In the absence of an effective deferral election, any shares of the Company’s Common Stock in which the non-employee director vests under the RSU award will be issued as those shares vest. | |||||||||||||||||||||
Each restricted stock unit award and each option award granted to a new or continuing non-employee director will vest in full on an accelerated basis upon (i) an approved acquisition of the Company by merger or consolidation, (ii) a sale of all or substantially all of the Company’s assets, (iii) the successful completion of a tender or exchange offer for securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities, or (iv) the death or disability of the optionee while serving as a member of the Board of Directors. Each restricted stock unit that vests will entitle the recipient to one share of the Company’s common stock on the designated issuance date for that share. All grants are made under the 1998 Plan. | |||||||||||||||||||||
All options are subject to the same vesting schedule (twenty-five percent of the option shares will vest on the one year anniversary of the option grant date and the remaining option shares will vest in thirty-six equal monthly installments over the thirty-six month period measured from the first anniversary of the option grant date, provided the optionee continues to provide services to the Corporation through each applicable vesting date) and all have ten year terms. | |||||||||||||||||||||
Shares issued as a result of the exercise of options under any of our plans would be fulfilled through shares currently in our existing pools. Total authorized but unissued shares were 21,068,950 as of March 31, 2014. | |||||||||||||||||||||
Plan Summary | Available for | Options and | Total Authorized But | ||||||||||||||||||
Grant | Awards | Unissued | |||||||||||||||||||
Outstanding(2) | |||||||||||||||||||||
Amended and Restated 1998 Equity Incentive Plan | 9,599,626 | 10,689,916 | 20,289,542 | ||||||||||||||||||
2001 Supplemental Stock Plan | 705,541 | 31,156 | 736,697 | ||||||||||||||||||
1998 Non-Employee Director Option Plan | — | 95,000 | 95,000 | ||||||||||||||||||
Total Stock Plans | 10,305,167 | 10,816,072 | 21,121,239 | ||||||||||||||||||
Miscellaneous Stock Grant (1) | (52,289 | ) | — | (52,289 | ) | ||||||||||||||||
Total Stock Plans Balance at March 31, 2014 | 10,252,878 | 10,816,072 | 21,068,950 | ||||||||||||||||||
-1 | Board approved stock grant on February 17, 2011 to the beneficiary of a deceased senior executive in recognition of services performed. Also included are 2,289 shares of stock granted to an employee in April 2013. | ||||||||||||||||||||
-2 | Total outstanding at March 31, 2014 includes 8,701,130 of options and 2,195,312 of RSUs awards, net of 80,370 of forfeited MSUs in fiscal 2013. | ||||||||||||||||||||
The weighted average grant date fair value of options granted during the quarter ended March 31, 2014 was $2.83 per option. Upon the exercise of options, the Company issues new common stock from its authorized shares. The total intrinsic value of options exercised during the quarter ended March 31, 2014 was $279,000. | |||||||||||||||||||||
All vested stock options are exercisable. The following table summarizes information about stock options outstanding and exercisable as of March 31, 2014: | |||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Range of Exercise Prices | Number of | Weighted- | Weighted- | Number of | Weighted- | ||||||||||||||||
Shares | Average | Average | Shares | Average | |||||||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||
Life | |||||||||||||||||||||
$1.86-$3.56 | 1,003,795 | 3.72 years | $ | 3.28 | 1,003,795 | $ | 3.28 | ||||||||||||||
$3.59-$4.80 | 1,581,617 | 3.89 years | $ | 4.31 | 1,571,446 | $ | 4.31 | ||||||||||||||
$4.84-$5.11 | 904,229 | 2.91 years | $ | 5.11 | 897,163 | $ | 5.11 | ||||||||||||||
$5.12-$5.48 | 1,221,759 | 6.52 years | $ | 5.44 | 962,620 | $ | 5.44 | ||||||||||||||
$5.49-$5.55 | 905,887 | 8.56 years | $ | 5.5 | 280,288 | $ | 5.55 | ||||||||||||||
$5.57-$6.10 | 1,399,467 | 5.43 years | $ | 6.03 | 1,038,722 | $ | 6.09 | ||||||||||||||
$6.12-$6.30 | 1,334,345 | 7.08 years | $ | 6.29 | 736,364 | $ | 6.28 | ||||||||||||||
$6.33-$8.01 | 350,031 | 7.92 years | $ | 7.02 | 153,285 | $ | 6.9 | ||||||||||||||
$1.86-$8.01 | 8,701,130 | 5.52 years | $ | 5.25 | 6,643,683 | $ | 5.03 | ||||||||||||||
March 31, | March 31, | ||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Options Outstanding – Vested and Expected to Vest | |||||||||||||||||||||
Vested and expected to vest, net of expected forfeitures | 8,625,300 | 11,178,992 | |||||||||||||||||||
Aggregate intrinsic value (in thousands) | $ | 7,461 | $ | 11,219 | |||||||||||||||||
Weighted average exercise price per share | $ | 5.25 | $ | 5.09 | |||||||||||||||||
Weighted average remaining contractual term (in years) | 5.5 | 6.02 | |||||||||||||||||||
Options Exercisable | |||||||||||||||||||||
Options currently exercisable | 6,643,683 | 7,655,810 | |||||||||||||||||||
Aggregate intrinsic value of currently exercisable options (in thousands) | $ | 6,958 | $ | 9,980 | |||||||||||||||||
Weighted average exercise price per share | $ | 5.03 | $ | 4.76 | |||||||||||||||||
Weighted average remaining contractual term (in years) | 4.67 | 4.84 | |||||||||||||||||||
As of March 31, 2014, the number of shares reserved for future grants under all option plans was 10,252,878. The number of shares available for future purchase under the Purchase Plan was 2,620,195. | |||||||||||||||||||||
Summary of Restricted Stock Units | |||||||||||||||||||||
Restricted stock unit activity for the three months ended March 31, 2014 and 2013: | |||||||||||||||||||||
March 31, | March 31, | ||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Beginning outstanding balance | 1,003,812 | 577,374 | |||||||||||||||||||
Awarded | 727,500 | 367,500 | |||||||||||||||||||
Released | (38,250 | ) | (21,062 | ) | |||||||||||||||||
Forfeited | (7,750 | ) | — | ||||||||||||||||||
Ending outstanding balance | 1,685,312 | 923,812 | |||||||||||||||||||
The weighted average grant date fair value of restricted stock units granted during the quarter ended March 31, 2014 and 2013 were $6.25 and $5.55 per unit, respectively. | |||||||||||||||||||||
Number of | Weighted Average | Aggregate | |||||||||||||||||||
Units | Remaining | Intrinsic Value | |||||||||||||||||||
Contractual Life | (thousands) | ||||||||||||||||||||
(years) | |||||||||||||||||||||
Restricted stock units outstanding (1) | 1,685,312 | 1.95 | $ | 10,146 | |||||||||||||||||
Restricted stock units vested and expected to vest (2) | 1,616,430 | 1.91 | $ | 6,844 | |||||||||||||||||
Restricted stock units vested and deferred (3) | 479,625 | — | $ | 2,887 | |||||||||||||||||
-1 | Total outstanding units include all unvested and vested but deferred shares which will be released to the employee upon separation from service. | ||||||||||||||||||||
-2 | Includes shares vested to-date and expected to vest shares which comprises of unvested shares net of expected forfeitures. | ||||||||||||||||||||
-3 | Vested awards with deferral elections to be released to the employee upon separation from service. | ||||||||||||||||||||
Summary of Performance-Based Restricted Stock Units | |||||||||||||||||||||
March 31, | March 31, | ||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Beginning outstanding balance | 279,630 | 235,000 | |||||||||||||||||||
Awarded | 150,000 | — | |||||||||||||||||||
Ending outstanding balance | 429,630 | 235,000 | |||||||||||||||||||
The weighted average grant date fair value of performance-based stock units granted during the quarter ended March 31, 2014 was $6.25. | |||||||||||||||||||||
Number of | Weighted Average | Aggregate | |||||||||||||||||||
Units | Remaining | Intrinsic Value | |||||||||||||||||||
Contractual Life | (thousands) | ||||||||||||||||||||
(years) | |||||||||||||||||||||
Performance-based units outstanding (1) | 429,630 | 1.67 | $ | 2,586 | |||||||||||||||||
Performance-based units vested and expected to vest (2) | 410,308 | 1.64 | $ | 2,247 | |||||||||||||||||
Performance-based units vested and deferred (3) | 37,130 | — | $ | 224 | |||||||||||||||||
-1 | Total outstanding units include all unvested and vested but deferred shares which will be released to the employee upon separation from service. | ||||||||||||||||||||
-2 | Includes shares vested to-date and expected to vest shares which comprises of unvested shares net of expected forfeitures. | ||||||||||||||||||||
-3 | Vested awards with deferral elections to be released to the employee upon separation from service. |
Deferred_Revenue
Deferred Revenue | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Deferred Revenue | ' | ||||||||
8. Deferred Revenue | |||||||||
Deferred revenue consists of the following (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Current portion | |||||||||
Maintenance and support | $ | 40,270 | $ | 42,407 | |||||
Other | 3,767 | 3,886 | |||||||
Total current portion: | $ | 44,037 | $ | 46,293 | |||||
Long term portion: | 1,427 | 1,640 | |||||||
Total deferred revenue | $ | 45,464 | $ | 47,933 | |||||
Maintenance and support consists primarily of first year maintenance and support services associated with the initial purchase of Actuate’s software, and the renewal of annual maintenance and support services from customers who purchased Actuate’s software in prior periods. The maintenance and support period is generally 12 months and revenues are typically recognized on a straight-line basis over the term of the maintenance and support period. | |||||||||
Other deferred revenue consists of deferred license, training and consulting fees generated from arrangements, which did not meet some or all of the revenue recognition criteria consistent with the Company’s revenue recognition policy, and are, therefore, deferred until all revenue recognition criteria have been met. Other deferred revenue also consists of deferred Software-as-a-Service (SaaS) fees which are recognized to revenue ratably over the term of the underlying arrangement. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events | ' |
9. Subsequent Events | |
On July 29, 2013, the Board of Directors approved a share repurchase program totaling $40 million over a twelve month period. The timing and amount of any shares repurchased will be determined based on the Company’s evaluation of market conditions and other factors and the program may be discontinued or suspended at any time. Repurchases will be made in compliance with all Securities Exchange Commission (SEC) rules and other legal requirements and will be made in part under a Rule 10b5-1 plan, a rule established by the SEC which permits stock repurchases when the Company might otherwise be precluded from doing so. Subsequent to March 31, 2014, through May 1, 2014, the Company has repurchased 578,641 shares totaling approximately $3.4 million in the open market under this stock repurchase plan. | |
On May 1, 2014, the Company announced a temporary suspension of its share repurchase program. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Basis of Presentation | ' | ||||||||||||
Basis of Presentation | |||||||||||||
The Company has prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Pursuant to these rules and regulations, the Company has condensed or omitted certain information and footnote disclosures it normally includes in its annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). In management’s opinion, the Company has made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly present its financial position, results of operations and cash flows. The Company’s interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto in Actuate’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on March 7, 2014. | |||||||||||||
To prepare financial statements in conformity with GAAP, management must make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates and may result in material effects on the Company’s operating results and financial position. | |||||||||||||
The condensed consolidated financial statements include the accounts of Actuate and its wholly-owned subsidiaries. Actuate has offices throughout North America, Europe and Asia including offices in the United States, Canada, Switzerland, United Kingdom, Germany, Spain, Singapore, Japan and Australia. All intercompany balances and transactions have been eliminated. | |||||||||||||
Revenue Recognition | ' | ||||||||||||
Revenue Recognition | |||||||||||||
Actuate generates revenues from the sales of software licenses and related services. The Company receives software license revenues from licensing its products directly to end-users and indirectly through resellers, system integrators and original equipment manufacturers (OEMs). The Company receives service revenues from maintenance contracts, consulting services and training that Actuate performs for customers. | |||||||||||||
For sales to end-user customers, Actuate recognizes license revenues when a license agreement has been signed by both parties or a definitive agreement has been received from the customer, the product has been physically shipped or electronically made available, there are no unusual uncertainties surrounding the product acceptance, the fees are fixed or determinable, collectability is probable and vendor-specific objective evidence (VSOE) of fair value exists to allocate the fee to the undelivered elements of the arrangement. Vendor-specific objective evidence of fair value of sales to end users is based on the price charged when an element is sold separately. | |||||||||||||
Actuate has not established vendor-specific objective evidence of fair value for its licenses. Therefore, the Company recognizes revenues from software arrangements with multiple elements involving software licenses under the residual method, which means the fair value of the undelivered elements is deferred while the remaining value of the arrangement is allocated to the delivered elements. If we are unable to determine the fair value of the undelivered elements, it is not possible to allocate revenues separately to the undelivered elements in the arrangement and consequently, the entire amount of the arrangement fee is recognized ratably over the performance period of that undelivered element, assuming all other revenue recognition criteria are satisfied. If the license agreement contains payment terms that would indicate that the fee is not fixed or determinable, revenues are recognized as the payments become due and payable, assuming that all other revenue recognition criteria are met. | |||||||||||||
Actuate enters into reseller and distributor arrangements that typically give such distributors and resellers the right to distribute its products to end-users headquartered in specified territories. Actuate recognizes license revenues from arrangements with U.S. resellers and distributors when there is persuasive evidence of an arrangement with the reseller or distributor, the product has been shipped, the fees are fixed or determinable, collectability is probable and vendor-specific objective evidence of fair value exists to allocate the fee to the undelivered elements of the arrangement. Actuate recognizes license revenues from arrangements with international resellers and distributors upon receipt of evidence of sell-through and when all other revenue recognition criteria have been met. If it is not practical to obtain evidence of sell-through, the Company defers revenues until the end-user has been identified and cash has been received. In some instances there is a timing difference between when a reseller completes its sale to the end-user and the period in which Actuate receives the documentation required for revenue recognition. Because Actuate delays revenue recognition until the reporting period in which the required documentation is obtained, it may recognize revenue in a period subsequent to the period in which the reseller completes the sale to its end-user. | |||||||||||||
Actuate also enters into OEM arrangements that provide for license fees based on the bundling or embedding of its products with the OEM’s products. These arrangements generally provide for fixed, irrevocable royalty payments. Actuate recognizes license fee revenues from U.S. and international OEM arrangements when a license agreement has been executed by both parties, the product has been shipped, there are no unusual uncertainties surrounding the product acceptance, the fees are fixed or determinable, collectability is probable and vendor-specific objective evidence of fair value exists to allocate the fee to the undelivered elements of the arrangement. | |||||||||||||
In addition to licenses sold on perpetual basis, Actuate also sells its products on a time-based arrangement. The time-based licenses are sold either as on-premise time-based offerings or as hosted Software-as-a-Service (SaaS). The time-based transactions are typically broken down into separate license and maintenance components. The license component is recognized ratably over the term of the underlying arrangement as license revenue while the maintenance component is recognized ratably over the term of the underlying arrangement in services revenue in the Company’s Condensed Consolidated Statement of Operations. Our SaaS offerings consist of BIRT Performance Analytics onDemand and BIRT onDemand. Actuate recognizes revenue on these licenses ratably over the term of the underlying arrangement. Revenues from Actuate’s SaaS offerings are reported as services revenue in the Company’s Condensed Consolidated Statement of Operations. | |||||||||||||
The Company establishes vendor specific objective evidence of fair value for maintenance and support using a “bell-shaped curve” approach for certain types of license transactions, and uses a “stated maintenance renewal” approach for other categories of license transactions. When applying the “bell-shaped curve” approach the Company analyzes all maintenance renewal transactions over the past twelve months for that category of license and plots those data points on a bell-shaped curve to ensure that a high percentage of the data points are within an acceptable margin of the established VSOE rate. This analysis is performed quarterly. | |||||||||||||
When applying the “state renewal rate” approach, the Company ensures that the individual license transaction includes a clear and substantive renewal rate explicitly stated in the documentation for the transaction. Furthermore, the Company ensures that it has a practice of consistently renewing those transactions at the contractual rate. This is done by reviewing maintenance renewals on these contracts and making sure that a very high percentage are renewed at the renewal rates stipulated in the contract. | |||||||||||||
The Company assesses the collectability of fees from end-users based on payment history and current credit profile. When a customer is not deemed credit-worthy, revenues are deferred and recognized upon cash receipt. | |||||||||||||
Actuate recognizes maintenance revenues, which consist of fees for ongoing support and unspecified product updates, ratably over the term of the contract, typically one year. Consulting revenues are primarily related to standard implementation and configuration. Training revenues are generated from classes offered at the Company’s offices and customer locations. Revenues from consulting and training services are typically recognized as the services are performed. When a contract includes both license and service elements, the license fee is typically recognized on delivery of the software, assuming all other revenue recognition criteria are met, provided services do not include significant customization or modification of the product and are not otherwise essential to the functionality of the software. | |||||||||||||
Share-based Compensation | ' | ||||||||||||
Share-based Compensation | |||||||||||||
The Company has various types of share-based compensation plans. These plans are administered by the compensation committee of the Board of Directors, which selects persons to receive awards and determines the number of shares subject to each award and the terms, conditions, performance measures and other provisions of the award. Readers should refer to Note 9 of the Company’s consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2013, for additional information related to these share-based compensation plans. Share-based compensation expense and the related income tax benefit reflected in the Condensed Consolidated Statements of Operations in connection with stock options, restricted stock units, performance-based stock units and the Employee Stock Purchase Plan (“ESPP”) for three months ended March 31, 2014 and 2013 were as follows (in thousands): | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Stock options | $ | 591 | $ | 971 | |||||||||
Restricted stock units (“RSUs”) | 514 | 336 | |||||||||||
Performance-based stock units (1) | 177 | 203 | |||||||||||
ESPP | 136 | 236 | |||||||||||
Total share-based compensation | $ | 1,418 | $ | 1,746 | |||||||||
Income tax benefit | $ | 458 | $ | 525 | |||||||||
1 | Includes Performance Stock Units (“PSUs”) and market-performance based units (“MSUs”). | ||||||||||||
In May 2012, MSUs were granted to the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) of the Company. Each MSU represents the right to one share of Actuate’s common stock. The actual number of MSUs which will be eligible to vest will be based on the performance of Actuate’s stock price relative to the performance of the Standard & Poor’s (“S&P”) Small Cap 600 Index over a two-year vesting period, up to 200% of the MSUs initially granted. After the initial performance period, 50% of the earned award vests immediately and the remaining 50% is subject to an additional one year service period. | |||||||||||||
In April 2013, additional MSUs were granted to the CEO and the CFO of the Company. The actual number of MSUs which will be eligible to vest will be based on the performance of Actuate’s stock price relative to the performance of the Russell 2000 Index over the vesting period, up to 200% of the MSUs initially granted. The award is divided into two tranches. The first tranche has a two year performance period and the second a three year performance period. | |||||||||||||
We valued the MSUs using the Monte Carlo simulation model and amortize the compensation expense over the three year performance and service period. | |||||||||||||
We estimate the expected term of options granted by analyzing actual historical experience of exercises and cancellations under our plans. We also look at the average length of time in which our current outstanding options are expected to be exercised or cancelled based on past experience and the vesting and contractual term. We estimate the volatility of our common stock by using historical volatility over the expected term. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those previously estimated. Management’s estimate of forfeitures is based on historical experience; however actual forfeitures could differ as a result of employee terminations which may impact future share-based compensation expense. We base the risk-free interest rate used in the option valuation model on the daily Treasury yield curve interest rate published by the U.S. Department of the Treasury. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option valuation model. The assumptions used to estimate the fair value of stock options granted and stock purchase rights granted under our Employee Stock Purchase Plan (the “Purchase Plan”) for the three months ended March 31, 2014 and 2013 are as follows: | |||||||||||||
Options | ESPP | ||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||
March 31, | March 31, | March 31, | March 31, | ||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Volatility | 49.94 | % | 53.58 | % | 21.4–30.09% | 34.3–41.52% | |||||||
Expected term (years) | 5.57 | 5.66 | 1.25 | 1.25 | |||||||||
Risk free interest rate | 1.73 | % | 0.77 | % | 0.07–0.30% | 0.11–0.27% | |||||||
Expected dividend yield | 0 | % | 0 | % | 0% | 0% | |||||||
Beginning January 2010, restricted stock units (“RSUs”) were granted to senior management as part of the Company’s annual incentive compensation program under the Amended and Restated 1998 Equity Incentive Plan. RSUs are valued based on the closing price of the Company’s common stock on the grant date. In general, restricted stock units vest over four years with annual cliff vesting and are subject to the employees’ continuing service to the Company. For each restricted stock unit granted under the 1998 Plan, a share reserve ratio is applied for the purpose of determining the remaining number of shares reserved for future grants under the plan. The share reserve ratio is 1:1 for each restricted stock unit granted, and an equivalent of 1 share will be deducted from the share reserve for each restricted stock unit issued. Likewise, each forfeited restricted stock unit increases the number of shares available for issuance by the applicable rate at the time of forfeiture. | |||||||||||||
In the first quarter of 2014 the Company expanded its equity incentive program to grant RSUs in-lieu of stock options to its employees across all levels based on performance. Stock options will continue to be granted as part of the Company’s new hire program. Performance stock units (“PSUs”) were also granted for the first time to select key employees of the Company. PSU vesting is contingent upon meeting certain company-wide performance goals. | |||||||||||||
As of March 31, 2014, a total of 2,323,750 RSUs and performance-based awards were granted to the Company’s senior management, employees and non-employee Board of Directors. | |||||||||||||
Net (Loss) Income Per Share | ' | ||||||||||||
Net (loss) Income Per Share | |||||||||||||
The Company computes basic net (loss) income per share using the weighted-average number of common shares outstanding during the period, less weighted average shares subject to repurchase. The Company computes diluted net (loss) income per share using the weighted-average number of common shares and dilutive share-based awards during the period determined by using the treasury stock method. | |||||||||||||
The table below reconciles the weighted-average common shares used to calculate basic net (loss) income per share with the weighted-average common shares used to calculate diluted net (loss) income per share (in thousands). | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Weighted-average common shares outstanding | 47,699 | 48,180 | |||||||||||
Weighted-average dilutive common equivalent shares under the treasury stock method | — | 2,334 | |||||||||||
Weighted-average common shares used in computing diluted net (loss) income per share | 47,699 | 50,514 | |||||||||||
Under the treasury stock method, stock options with exercise prices exceeding the average share price of the Company’s common stock during the applicable period are excluded from the diluted earnings per share computation. The weighted-average number of shares excluded from the calculation of diluted net loss per share was 8,637,457 for the three months ended March 31, 2014. The weighted-average number of restricted stock and performance-based unit shares excluded from the calculation of diluted net loss per share was 725,710 for the three months ended March 31, 2014 because their effect would have been anti-dilutive. | |||||||||||||
In the first quarter of fiscal year 2013, the weighted-average number of shares excluded from the calculation of diluted net income per share was 4,259,198. The weighted-average number of restricted stock and performance-based unit shares excluded from the calculation of diluted net income was 86,950 for the three months ended March 31, 2013. Such stock options, RSUs or performance-based units had they been dilutive, would have been included in the computation of diluted net income per share. | |||||||||||||
The weighted average exercise price of excluded stock options was $5.24 and $6.14 for the quarters ended March 31, 2014 and 2013, respectively. | |||||||||||||
Income Taxes | ' | ||||||||||||
Income Taxes | |||||||||||||
We provide for the effect of income taxes in our Condensed Consolidated Financial Statements using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, net operating loss carryovers, and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. We also apply a two-step approach to determining the financial statement recognition and measurement of uncertain tax positions. | |||||||||||||
Income tax expense or benefit is recognized for the amount of taxes payable or refundable for the current year, and for deferred tax assets and liabilities for the tax consequences of events that have been recognized in an entity’s financial statements or tax returns. We must make significant assumptions, judgments and estimates to determine our current provision (benefit) for income taxes, our deferred tax assets and liabilities, and any valuation allowance to be recorded against our deferred tax assets. Our judgments, assumptions and estimates relating to the current provision (benefit) for income taxes include the geographic mix and amount of income (loss), our interpretation of current tax laws, and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Our judgments also include anticipating the tax positions we will record in the financial statements before actually preparing and filing the tax returns. Our estimates and assumptions may differ from the actual results as reflected in our income tax returns and we record the required adjustments when they are identified or resolved. Changes in our business, tax laws or our interpretation of tax laws, and developments in current and future tax audits, could significantly impact the amounts provided for income taxes in our results of operations, financial position, or cash flows. | |||||||||||||
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to tax benefit carry-forwards and to differences between the financial statement amounts of assets and liabilities and their respective tax basis. We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. To make this assessment, we take into account predictions of the amount and category of taxable income from various sources and all available positive and negative evidence about these possible sources of taxable income. The weight given to the potential effect of negative and positive evidence is commensurate with the extent to which the strength of the evidence can be objectively verified. Based on the analysis of positive and negative factors noted above, we have no valuation allowance against U.S. federal deferred tax assets. For U.S. states, we have determined that it is more likely than not that the Company’s California research credits will not be realized as we continue to generate credits significantly in excess of our yearly California tax liability. As such, we continue to maintain a full valuation allowance against our excess deferred tax asset for California research credit carry forwards. We maintain a full valuation allowance against deferred tax assets in foreign jurisdictions with a history of losses and a partial valuation allowance in foreign jurisdictions where operating results beyond a certain time frame are less reliable. If, in the future, we determine that these deferred tax assets are more likely than not to be realized, a release of all or part, of the related valuation allowance could result in an income tax benefit in the period such determination is made. | |||||||||||||
We only recognize an income tax expense or benefit with respect to uncertain tax positions in our financial statements that we judge is more likely than not to be sustained solely on its technical merits in a tax audit, including resolution of any related appeals or litigation processes. To make this judgment, we must interpret complex and sometimes ambiguous tax laws, regulations and administrative practices. If an income tax position meets the more likely than not recognition threshold, then we must measure the amount of the tax benefit to be recognized by determining the largest amount of tax benefit that has a greater than a 50% likelihood of being realized upon effective settlement with a taxing authority that has full knowledge of all of the relevant facts. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible settlement outcomes. To determine if a tax position is effectively settled, we must also estimate the likelihood that a taxing authority would review a tax position after a tax examination has otherwise been completed. We must also determine when it is reasonably possible that the amount of unrecognized tax benefits will significantly increase or decrease in the 12 months after each fiscal year-end. These judgments are difficult because a taxing authority may change its behavior as a result of our disclosures in our financial statements. We must reevaluate our income tax positions on a quarterly basis to consider factors such as changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in recognition of a tax benefit or an additional charge to the tax provision. | |||||||||||||
Sales Taxes | ' | ||||||||||||
Sales Taxes | |||||||||||||
The Company presents its revenues net of sales tax in its Condensed Consolidated Statements of Operations. | |||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||
Recent Accounting Pronouncements | |||||||||||||
In 2013, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance on the presentation of unrecognized tax benefits. The new guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2013, with early adoption permitted. Accordingly, we adopted these presentation requirements during the first quarter of 2014. The Company currently accounts for its unrecognized tax benefits in accordance with this guidance. The adoption of this standard did not have a significant impact on our financial position, results of operations, or cash flows. | |||||||||||||
In 2013, the FASB issued new accounting guidance clarifying the accounting for the release of a cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The adoption of this standard did not have a significant impact on our financial position, results of operations, or cash flows. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Share-Based Compensation Expense and Related Income Tax Benefit | ' | ||||||||||||
Share-based compensation expense and the related income tax benefit reflected in the Condensed Consolidated Statements of Operations in connection with stock options, restricted stock units, performance-based stock units and the Employee Stock Purchase Plan (“ESPP”) for three months ended March 31, 2014 and 2013 were as follows (in thousands): | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Stock options | $ | 591 | $ | 971 | |||||||||
Restricted stock units (“RSUs”) | 514 | 336 | |||||||||||
Performance-based stock units (1) | 177 | 203 | |||||||||||
ESPP | 136 | 236 | |||||||||||
Total share-based compensation | $ | 1,418 | $ | 1,746 | |||||||||
Income tax benefit | $ | 458 | $ | 525 | |||||||||
1 | Includes Performance Stock Units (“PSUs”) and market-performance based units (“MSUs”). | ||||||||||||
Assumptions Used to Estimate Fair Value of Stock Options Granted and Stock Purchase Rights Granted Under Our Employee Stock Purchase Plan | ' | ||||||||||||
The assumptions used to estimate the fair value of stock options granted and stock purchase rights granted under our Employee Stock Purchase Plan (the “Purchase Plan”) for the three months ended March 31, 2014 and 2013 are as follows: | |||||||||||||
Options | ESPP | ||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||
March 31, | March 31, | March 31, | March 31, | ||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Volatility | 49.94 | % | 53.58 | % | 21.4–30.09% | 34.3–41.52% | |||||||
Expected term (years) | 5.57 | 5.66 | 1.25 | 1.25 | |||||||||
Risk free interest rate | 1.73 | % | 0.77 | % | 0.07–0.30% | 0.11–0.27% | |||||||
Expected dividend yield | 0 | % | 0 | % | 0% | 0% | |||||||
Schedule of Weighted-Average Common Shares Used to Calculate Basic Net (Loss) Income Per Share | ' | ||||||||||||
The table below reconciles the weighted-average common shares used to calculate basic net (loss) income per share with the weighted-average common shares used to calculate diluted net (loss) income per share (in thousands). | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Weighted-average common shares outstanding | 47,699 | 48,180 | |||||||||||
Weighted-average dilutive common equivalent shares under the treasury stock method | — | 2,334 | |||||||||||
Weighted-average common shares used in computing diluted net (loss) income per share | 47,699 | 50,514 | |||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Purchase Price Allocation Related to Acquired Assets and Useful Life | ' | ||||||||
The table below represents the allocation of the purchase price to the acquired net assets of legodo based on their estimated fair values as of January 31, 2014 and the associated estimated useful life at that date. | |||||||||
Amount | Useful life | ||||||||
(in thousands) | (in years) | ||||||||
Net tangible assets and liabilities | $ | (2,555 | ) | N/A | |||||
Existing technology | 2,722 | 7 | |||||||
Customer contracts and relationships | 1,769 | 7 | |||||||
Goodwill | 4,582 | N/A | |||||||
Total purchase consideration | $ | 6,518 | |||||||
Fair_Value_Measurements_of_Fin1
Fair Value Measurements of Financial Assets and Liabilities (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Assets Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||
The following table represents information about the Company’s investments measured at fair value (in thousands). | |||||||||||||||||
Fair value of investments as of March 31, 2014 | |||||||||||||||||
Total | Quoted Prices | Significant | Significant | ||||||||||||||
In Active | Other | Unobservable | |||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Money market funds (1) | $ | 4,475 | $ | 4,475 | $ | — | $ | — | |||||||||
Federal and municipal obligations (2) | 1,000 | — | 1,000 | — | |||||||||||||
Corporate bonds (2) | 25,050 | — | 25,050 | — | |||||||||||||
Commercial paper (3) | 8,750 | — | 8,750 | — | |||||||||||||
$ | 39,275 | $ | 4,475 | $ | 34,800 | $ | — | ||||||||||
Fair value of investments as of December 31, 2013 | |||||||||||||||||
Total | Quoted Prices | Significant | Significant | ||||||||||||||
In Active | Other | Unobservable | |||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Money market funds (1) | $ | 6,088 | $ | 6,088 | $ | — | $ | — | |||||||||
Term deposits (1) | 7,122 | 7,122 | — | — | |||||||||||||
Commercial paper (2) | 4,498 | — | 4,498 | — | |||||||||||||
Corporate bonds (2) | 32,652 | — | 32,652 | — | |||||||||||||
Federal and municipal obligations (4) | 4,000 | — | 4,000 | — | |||||||||||||
$ | 54,360 | $ | 13,210 | $ | 41,150 | $ | — | ||||||||||
-1 | Included in cash and cash equivalents in the Company’s Condensed Consolidated Balance Sheet. | ||||||||||||||||
-2 | Included in short-term investments in the Company’s Condensed Consolidated Balance Sheet. | ||||||||||||||||
-3 | Of this amount, approximately $3 million was included in cash equivalents at March 31, 2014 and the remainder was included in the short-term investment in the Company’s Condensed Consolidated Balance Sheet. | ||||||||||||||||
-4 | Of this amount, approximately $3 million was included in cash equivalents at December 31, 2013 and the remainder was included in short-term investments in the Company’s Condensed Consolidated Balance Sheet. | ||||||||||||||||
Summary of Cash, Cash Equivalents, Short-Term Investments and Non-Current Investments | ' | ||||||||||||||||
The Company’s cash, cash equivalents, short-term investments and non-current investments are as follows (in thousands): | |||||||||||||||||
Cost | Gross | Gross | Estimated | ||||||||||||||
Unrealized | Unrealized | Fair Value | |||||||||||||||
Gains | (Losses) | ||||||||||||||||
Balance at March 31, 2014 | |||||||||||||||||
Classified as cash and cash equivalents: | |||||||||||||||||
Cash | $ | 25,239 | $ | — | $ | — | $ | 25,239 | |||||||||
Money market funds | 4,475 | — | — | 4,475 | |||||||||||||
Commercial paper | 3,000 | — | — | 3,000 | |||||||||||||
32,714 | — | — | 32,714 | ||||||||||||||
Classified as short-term investments: | |||||||||||||||||
Commercial paper | 5,750 | — | — | 5,750 | |||||||||||||
Corporate bonds (5) | 25,041 | 16 | (7 | ) | 25,050 | ||||||||||||
Federal and municipal obligations | 1,000 | — | — | 1,000 | |||||||||||||
31,791 | 16 | (7 | ) | 31,800 | |||||||||||||
Total | $ | 64,505 | $ | 16 | $ | (7 | ) | $ | 64,514 | ||||||||
-5 | Securities totaling approximately $9.9 million were in an unrealized loss position at March 31, 2014. None of these securities were in a continuous unrealized loss position for greater than 12 months. | ||||||||||||||||
Cost | Gross | Gross | Estimated | ||||||||||||||
Unrealized | Unrealized | Fair Value | |||||||||||||||
Gains | (Losses) | ||||||||||||||||
Balance at December 31, 2013 | |||||||||||||||||
Classified as cash and cash equivalents: | |||||||||||||||||
Cash | $ | 25,540 | $ | — | $ | — | $ | 25,540 | |||||||||
Term deposits | 7,122 | — | — | 7,122 | |||||||||||||
Money market funds | 6,088 | — | — | 6,088 | |||||||||||||
Federal and municipal obligations | 3,000 | — | — | 3,000 | |||||||||||||
41,750 | — | — | 41,750 | ||||||||||||||
Classified as short-term investments: | |||||||||||||||||
Commercial paper (6) | 4,498 | — | — | 4,498 | |||||||||||||
Corporate bonds (6) | 32,654 | — | (2 | ) | 32,652 | ||||||||||||
Federal and municipal obligations | 1,000 | — | — | 1,000 | |||||||||||||
38,152 | — | (2 | ) | 38,150 | |||||||||||||
Total | $ | 79,902 | $ | — | $ | (2 | ) | $ | 79,900 | ||||||||
-6 | Securities totaling approximately $18.1 million were in an unrealized loss position at December 31, 2013. None of these securities were in a continuous unrealized loss position for greater than 12 months. |
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Restructuring Accrual Activity | ' | ||||||||||||
The following table summarizes the restructuring accrual activity during the three months ended March 31, 2014 (in thousands): | |||||||||||||
Severance | Facility | Total | |||||||||||
& Benefits | Related | ||||||||||||
Balance at December 31, 2013 | $ | — | $ | 314 | $ | 314 | |||||||
Restructuring charges | 106 | — | 106 | ||||||||||
Reclassification | 96 | (96 | ) | — | |||||||||
Cash payments, net of rents collected on sublease | (164 | ) | (71 | ) | (235 | ) | |||||||
Adjustments (1) | — | (8 | ) | (8 | ) | ||||||||
Balance at March 31, 2014 | $ | 38 | $ | 139 | $ | 177 | |||||||
Less: Current portion: | (38 | ) | (89 | ) | (127 | ) | |||||||
Long-term balance at March 31, 2014 (2) | $ | — | $ | 50 | $ | 50 | |||||||
-1 | Adjustments mainly reflect the impact of foreign currency translation. | ||||||||||||
-2 | Included in “Other liabilities—long-term” section of the Condensed Consolidated Balance Sheets. |
Segment_and_Geographic_Informa1
Segment and Geographic Information (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Revenues by Geographic Area | ' | ||||||||
Our revenues by geographic area were as follows (in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
North America | $ | 17,394 | $ | 27,821 | |||||
Europe, Middle East, and Africa (EMEA) | 5,547 | 5,773 | |||||||
Asia Pacific and others | 1,145 | 1,324 | |||||||
$ | 24,086 | $ | 34,918 | ||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||
Roll-Forward of Activity Affected Goodwill | ' | ||||||||||||||||||||||||||||
The following is a roll-forward of the activity that affected goodwill during the first quarter of 2014 (in thousands): | |||||||||||||||||||||||||||||
Goodwill as of December 31, 2013 | $ | 51,962 | |||||||||||||||||||||||||||
Acquisition of legodo ag | 4,582 | ||||||||||||||||||||||||||||
Foreign currency translation | 83 | ||||||||||||||||||||||||||||
Goodwill as of March 31, 2014 | $ | 56,627 | |||||||||||||||||||||||||||
Other Intangible Assets | ' | ||||||||||||||||||||||||||||
Other intangible assets consist of the following (in thousands): | |||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||
Gross | Acquisition | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||||||
Carrying | of legodo ag | Amortization | Carrying | Carrying | Amortization | Balance | |||||||||||||||||||||||
Amount | Amount | Amount | |||||||||||||||||||||||||||
Customer lists | $ | 22,350 | $ | 1,769 | $ | (18,880 | ) | $ | 5,239 | $ | 22,350 | $ | (18,539 | ) | $ | 3,811 | |||||||||||||
Purchased technologies | 17,325 | 2,722 | (12,926 | ) | 7,121 | 17,325 | (12,527 | ) | 4,798 | ||||||||||||||||||||
Leases | 47 | — | (37 | ) | 10 | 47 | (35 | ) | 12 | ||||||||||||||||||||
Currency exchange | (33 | ) | 47 | — | 14 | (33 | ) | — | (33 | ) | |||||||||||||||||||
$ | 39,689 | $ | 4,538 | $ | (31,843 | ) | $ | 12,384 | $ | 39,689 | $ | (31,101 | ) | $ | 8,588 | ||||||||||||||
Amortization Expense | ' | ||||||||||||||||||||||||||||
The expected remaining annual amortization expense is summarized as follows (in thousands): | |||||||||||||||||||||||||||||
Fiscal Year | Purchased | ||||||||||||||||||||||||||||
Technology and | |||||||||||||||||||||||||||||
Intangibles | |||||||||||||||||||||||||||||
2014 (remainder of year) | $ | 2,388 | |||||||||||||||||||||||||||
2015 | 3,178 | ||||||||||||||||||||||||||||
2016 | 3,175 | ||||||||||||||||||||||||||||
2017 | 1,121 | ||||||||||||||||||||||||||||
2018 and thereafter | 2,522 | ||||||||||||||||||||||||||||
$ | 12,384 | ||||||||||||||||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Costs Related to Credit Facility | ' | ||||||||||||||||||||
The following table represents costs related to the Company’s credit facility (in thousands): | |||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||
March 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Amortization of debt issuance costs | $ | 5 | $ | 20 | |||||||||||||||||
Unused line fees | — | 38 | |||||||||||||||||||
Total | $ | 5 | $ | 58 | |||||||||||||||||
Summary of Authorized but Unissued shares | ' | ||||||||||||||||||||
Total authorized but unissued shares were 21,068,950 as of March 31, 2014. | |||||||||||||||||||||
Plan Summary | Available for | Options and | Total Authorized But | ||||||||||||||||||
Grant | Awards | Unissued | |||||||||||||||||||
Outstanding(2) | |||||||||||||||||||||
Amended and Restated 1998 Equity Incentive Plan | 9,599,626 | 10,689,916 | 20,289,542 | ||||||||||||||||||
2001 Supplemental Stock Plan | 705,541 | 31,156 | 736,697 | ||||||||||||||||||
1998 Non-Employee Director Option Plan | — | 95,000 | 95,000 | ||||||||||||||||||
Total Stock Plans | 10,305,167 | 10,816,072 | 21,121,239 | ||||||||||||||||||
Miscellaneous Stock Grant (1) | (52,289 | ) | — | (52,289 | ) | ||||||||||||||||
Total Stock Plans Balance at March 31, 2014 | 10,252,878 | 10,816,072 | 21,068,950 | ||||||||||||||||||
-1 | Board approved stock grant on February 17, 2011 to the beneficiary of a deceased senior executive in recognition of services performed. Also included are 2,289 shares of stock granted to an employee in April 2013. | ||||||||||||||||||||
-2 | Total outstanding at March 31, 2014 includes 8,701,130 of options and 2,195,312 of RSUs awards, net of 80,370 of forfeited MSUs in fiscal 2013. | ||||||||||||||||||||
Summary of Stock Options Outstanding and Exercisable | ' | ||||||||||||||||||||
The following table summarizes information about stock options outstanding and exercisable as of March 31, 2014: | |||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Range of Exercise Prices | Number of | Weighted- | Weighted- | Number of | Weighted- | ||||||||||||||||
Shares | Average | Average | Shares | Average | |||||||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||
Life | |||||||||||||||||||||
$1.86-$3.56 | 1,003,795 | 3.72 years | $ | 3.28 | 1,003,795 | $ | 3.28 | ||||||||||||||
$3.59-$4.80 | 1,581,617 | 3.89 years | $ | 4.31 | 1,571,446 | $ | 4.31 | ||||||||||||||
$4.84-$5.11 | 904,229 | 2.91 years | $ | 5.11 | 897,163 | $ | 5.11 | ||||||||||||||
$5.12-$5.48 | 1,221,759 | 6.52 years | $ | 5.44 | 962,620 | $ | 5.44 | ||||||||||||||
$5.49-$5.55 | 905,887 | 8.56 years | $ | 5.5 | 280,288 | $ | 5.55 | ||||||||||||||
$5.57-$6.10 | 1,399,467 | 5.43 years | $ | 6.03 | 1,038,722 | $ | 6.09 | ||||||||||||||
$6.12-$6.30 | 1,334,345 | 7.08 years | $ | 6.29 | 736,364 | $ | 6.28 | ||||||||||||||
$6.33-$8.01 | 350,031 | 7.92 years | $ | 7.02 | 153,285 | $ | 6.9 | ||||||||||||||
$1.86-$8.01 | 8,701,130 | 5.52 years | $ | 5.25 | 6,643,683 | $ | 5.03 | ||||||||||||||
Summary of Stock Options Outstanding (Vested and Expected to Vest) and Exercisable | ' | ||||||||||||||||||||
March 31, | March 31, | ||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Options Outstanding – Vested and Expected to Vest | |||||||||||||||||||||
Vested and expected to vest, net of expected forfeitures | 8,625,300 | 11,178,992 | |||||||||||||||||||
Aggregate intrinsic value (in thousands) | $ | 7,461 | $ | 11,219 | |||||||||||||||||
Weighted average exercise price per share | $ | 5.25 | $ | 5.09 | |||||||||||||||||
Weighted average remaining contractual term (in years) | 5.5 | 6.02 | |||||||||||||||||||
Options Exercisable | |||||||||||||||||||||
Options currently exercisable | 6,643,683 | 7,655,810 | |||||||||||||||||||
Aggregate intrinsic value of currently exercisable options (in thousands) | $ | 6,958 | $ | 9,980 | |||||||||||||||||
Weighted average exercise price per share | $ | 5.03 | $ | 4.76 | |||||||||||||||||
Weighted average remaining contractual term (in years) | 4.67 | 4.84 | |||||||||||||||||||
Summary of Restricted Stock Units | ' | ||||||||||||||||||||
Restricted stock unit activity for the three months ended March 31, 2014 and 2013: | |||||||||||||||||||||
March 31, | March 31, | ||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Beginning outstanding balance | 1,003,812 | 577,374 | |||||||||||||||||||
Awarded | 727,500 | 367,500 | |||||||||||||||||||
Released | (38,250 | ) | (21,062 | ) | |||||||||||||||||
Forfeited | (7,750 | ) | — | ||||||||||||||||||
Ending outstanding balance | 1,685,312 | 923,812 | |||||||||||||||||||
Weighted Average Grant Date Fair Value of Restricted Stock Units Granted | ' | ||||||||||||||||||||
The weighted average grant date fair value of restricted stock units granted during the quarter ended March 31, 2014 and 2013 were $6.25 and $5.55 per unit, respectively. | |||||||||||||||||||||
Number of | Weighted Average | Aggregate | |||||||||||||||||||
Units | Remaining | Intrinsic Value | |||||||||||||||||||
Contractual Life | (thousands) | ||||||||||||||||||||
(years) | |||||||||||||||||||||
Restricted stock units outstanding (1) | 1,685,312 | 1.95 | $ | 10,146 | |||||||||||||||||
Restricted stock units vested and expected to vest (2) | 1,616,430 | 1.91 | $ | 6,844 | |||||||||||||||||
Restricted stock units vested and deferred (3) | 479,625 | — | $ | 2,887 | |||||||||||||||||
-1 | Total outstanding units include all unvested and vested but deferred shares which will be released to the employee upon separation from service. | ||||||||||||||||||||
-2 | Includes shares vested to-date and expected to vest shares which comprises of unvested shares net of expected forfeitures. | ||||||||||||||||||||
-3 | Vested awards with deferral elections to be released to the employee upon separation from service. | ||||||||||||||||||||
Summary of Performance Based Restricted Stock Units | ' | ||||||||||||||||||||
Summary of Performance-Based Restricted Stock Units | |||||||||||||||||||||
March 31, | March 31, | ||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Beginning outstanding balance | 279,630 | 235,000 | |||||||||||||||||||
Awarded | 150,000 | — | |||||||||||||||||||
Ending outstanding balance | 429,630 | 235,000 | |||||||||||||||||||
Summary of Performance Based Restricted Stock Units | ' | ||||||||||||||||||||
The weighted average grant date fair value of performance-based stock units granted during the quarter ended March 31, 2014 was $6.25. | |||||||||||||||||||||
Number of | Weighted Average | Aggregate | |||||||||||||||||||
Units | Remaining | Intrinsic Value | |||||||||||||||||||
Contractual Life | (thousands) | ||||||||||||||||||||
(years) | |||||||||||||||||||||
Performance-based units outstanding (1) | 429,630 | 1.67 | $ | 2,586 | |||||||||||||||||
Performance-based units vested and expected to vest (2) | 410,308 | 1.64 | $ | 2,247 | |||||||||||||||||
Performance-based units vested and deferred (3) | 37,130 | — | $ | 224 | |||||||||||||||||
-1 | Total outstanding units include all unvested and vested but deferred shares which will be released to the employee upon separation from service. | ||||||||||||||||||||
-2 | Includes shares vested to-date and expected to vest shares which comprises of unvested shares net of expected forfeitures. | ||||||||||||||||||||
-3 | Vested awards with deferral elections to be released to the employee upon separation from service. |
Deferred_Revenue_Tables
Deferred Revenue (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Deferred Revenue | ' | ||||||||
Deferred revenue consists of the following (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Current portion | |||||||||
Maintenance and support | $ | 40,270 | $ | 42,407 | |||||
Other | 3,767 | 3,886 | |||||||
Total current portion: | $ | 44,037 | $ | 46,293 | |||||
Long term portion: | 1,427 | 1,640 | |||||||
Total deferred revenue | $ | 45,464 | $ | 47,933 | |||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | 31-May-12 | Mar. 31, 2014 | Apr. 30, 2013 | Mar. 31, 2014 | |
Person | Non-employee director option plan | Restricted Stock Units and Performance Stock Units | Restricted Stock Units and Performance Stock Units | Restricted stock units | Performance Stock Units | Performance Stock Units | Market-performance based restricted stock units (MSUs) | Restricted Stock Units And Market Performance Based Restricted Stock Units | ||
Non-employee director option plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum number of developers uses BIRT | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum number of customers, partners and employees using BIRT | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Award vesting period | ' | ' | '4 years | ' | ' | '4 years | '2 years | ' | ' | ' |
Percentage of MSU granted | ' | ' | ' | ' | ' | ' | 200.00% | ' | 200.00% | ' |
Percentage of earned award vested | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' |
Remaining percentage of earned award to be vested | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' |
Expected dividend yield in the option valuation model | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share reserve ratio | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' |
RSUs and MSUs issued and granted | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | 2,323,750 |
Weighted-average number of shares excluded from the calculations of diluted net (loss) income | 8,637,457 | 4,259,198 | ' | 725,710 | 86,950 | ' | ' | ' | ' | ' |
Weighted average exercise price of excluded stock options | $5.24 | $6.14 | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefit realized upon settlement | 'Greater than a 50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of significant increase decrease in unrecognized tax benefits | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ShareBased_Compensation_Expens
Share-Based Compensation Expense and Related Income Tax Benefit (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | ' | ' | ||
Stock options | $591 | $971 | ||
Restricted stock units ("RSUs") | 514 | 336 | ||
Performance-based stock units | 177 | [1] | 203 | [1] |
ESPP | 136 | 236 | ||
Total share-based compensation | 1,418 | 1,746 | ||
Income tax benefit | $458 | $525 | ||
[1] | Includes Performance Stock Units ("PSUs") and market-performance based units ("MSUs"). |
Assumptions_Used_to_Estimate_F
Assumptions Used to Estimate Fair Value of Stock Options Granted and Stock Purchase Rights Granted Under our Employee Stock Purchase Plan (Detail) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Options | ' | ' |
Volatility | 49.94% | 53.58% |
Expected term (years) | '5 years 6 months 26 days | '5 years 7 months 28 days |
Risk free interest rate | 1.73% | 0.77% |
Expected dividend yield | 0.00% | 0.00% |
Employee Stock | ' | ' |
Expected volatility, minimum | 21.40% | 34.30% |
Expected volatility, maximum | 30.09% | 41.52% |
Expected term (years) | '1 year 3 months | '1 year 3 months |
Risk-free interest rate, minimum | 0.07% | 0.11% |
Risk-free interest rate, maximum | 0.30% | 0.27% |
Expected dividend yield | 0.00% | 0.00% |
Schedule_of_WeightedAverage_Co
Schedule of Weighted-Average Common Shares Used to Calculate Basic Net (Loss) Income per Share (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Reconciliation Of Basic Weighted Average Shares To Diluted Weighted Average Shares [Line Items] | ' | ' |
Weighted-average common shares outstanding | 47,699 | 48,180 |
Weighted-average dilutive common equivalent shares under the treasury stock method | ' | 2,334 |
Weighted-average common shares used in computing diluted net (loss) income per share | 47,699 | 50,514 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | |
Mar. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2014 | |
legodo ag | legodo ag | ||
Business Acquisition [Line Items] | ' | ' | ' |
Percentage of shares acquired | ' | 100.00% | ' |
Acquisitions, net of acquired cash | $3,945,000 | $3,900,000 | ' |
Business acquisition, cash acquired | ' | 1,500,000 | ' |
Business acquisition, Potential additional cash payments | ' | 1,600,000 | ' |
Fair value of contingent consideration | ' | 1,100,000 | ' |
Business acquisition, transaction costs | ' | ' | 145,000 |
Business acquisition, cash | ' | 1,500,000 | ' |
Business acquisition, trade receivables | ' | 1,100,000 | ' |
Business acquisition, notes payable | ' | $4,300,000 | ' |
Purchase_Price_Allocation_Rela
Purchase Price Allocation Related to Acquired Assets and Useful Life (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 |
In Thousands, unless otherwise specified | Quiterian S.L. | Existing technology | Customer contracts and relationships | ||
Quiterian S.L. | Quiterian S.L. | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Net tangible assets and liabilities | ' | ' | ($2,555) | ' | ' |
Purchase price allocated to intangible assets | ' | ' | ' | 2,722 | 1,769 |
Goodwill | 56,627 | 51,962 | 4,582 | ' | ' |
Total purchase price allocation | ' | ' | $6,518 | ' | ' |
Weighted Average Useful life | ' | ' | ' | '7 years | '7 years |
Assets_Measured_at_Fair_Value_
Assets Measured at Fair Value on Recurring Basis (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Total, Estimated Fair Value | $39,275 | $54,360 | ||
Money market funds | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Total, Estimated Fair Value | 4,475 | [1] | 6,088 | [1] |
Term deposits | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Total, Estimated Fair Value | ' | 7,122 | [1] | |
Commercial paper | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Total, Estimated Fair Value | 8,750 | [2] | 4,498 | [3] |
Corporate bonds | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Total, Estimated Fair Value | 25,050 | [3] | 32,652 | [3] |
Federal and municipal obligations | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Total, Estimated Fair Value | 1,000 | [3] | 4,000 | [4] |
Quoted Prices In Active Markets for Identical Assets (Level 1) | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Total, Estimated Fair Value | 4,475 | 13,210 | ||
Quoted Prices In Active Markets for Identical Assets (Level 1) | Money market funds | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Total, Estimated Fair Value | 4,475 | [1] | 6,088 | [1] |
Quoted Prices In Active Markets for Identical Assets (Level 1) | Term deposits | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Total, Estimated Fair Value | ' | 7,122 | [1] | |
Significant Other Observable Inputs (Level 2) | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Total, Estimated Fair Value | 34,800 | 41,150 | ||
Significant Other Observable Inputs (Level 2) | Commercial paper | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Total, Estimated Fair Value | 8,750 | [2] | 4,498 | [3] |
Significant Other Observable Inputs (Level 2) | Corporate bonds | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Total, Estimated Fair Value | 25,050 | [3] | 32,652 | [3] |
Significant Other Observable Inputs (Level 2) | Federal and municipal obligations | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Total, Estimated Fair Value | $1,000 | [3] | $4,000 | [4] |
[1] | Included in cash and cash equivalents in the Company's Condensed Consolidated Balance Sheet. | |||
[2] | Of this amount, approximately $3 million was included in cash equivalents at March 31, 2014 and the remainder was included in the short-term investment in the Company's Condensed Consolidated Balance Sheet. | |||
[3] | Included in short-term investments in the Company's Condensed Consolidated Balance Sheet | |||
[4] | Of this amount, approximately $3 million was included in cash equivalents at December 31, 2013 and the remainder was included in short-term investments in the Company's Condensed Consolidated Balance Sheet. |
Assets_Measured_at_Fair_Value_1
Assets Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Cash and cash equivalents, Cost | $3 | $3 |
Summary_of_Cash_Cash_Equivalen
Summary of Cash, Cash Equivalents, Short-Term Investments and Non-Current Investments (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents, Cost | $32,714 | $41,750 | $35,848 | $37,483 | ||
Total | 16 | ' | ' | ' | ||
Cash and cash equivalents, Gross Unrealized Gains | ' | ' | ' | ' | ||
Short-term investment, Gross Unrealized Gains | 16 | ' | ' | ' | ||
Cash and Cash equivalent, Gross Unrealized Losses | ' | ' | ' | ' | ||
Short-term investment, Gross Unrealized (Losses) | -7 | -2 | ' | ' | ||
Gross Unrealized Losses | -7 | -2 | ' | ' | ||
Gross Unrealized Gains | ' | ' | ' | ' | ||
Cash | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents, Gross Unrealized Gains | ' | ' | ' | ' | ||
Cash and Cash equivalent, Gross Unrealized Losses | ' | ' | ' | ' | ||
Term deposits | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents, Gross Unrealized Gains | ' | ' | ' | ' | ||
Cash and Cash equivalent, Gross Unrealized Losses | ' | ' | ' | ' | ||
Money market funds | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents, Gross Unrealized Gains | ' | ' | ' | ' | ||
Cash and Cash equivalent, Gross Unrealized Losses | ' | ' | ' | ' | ||
Commercial paper | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents, Gross Unrealized Gains | ' | ' | ' | ' | ||
Cash and Cash equivalent, Gross Unrealized Losses | ' | ' | ' | ' | ||
Corporate bonds | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Short-term investment, Gross Unrealized Gains | 16 | [1] | ' | ' | ' | |
Short-term investment, Gross Unrealized (Losses) | -7 | [1] | -2 | [2] | ' | ' |
Federal and municipal obligations | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents, Gross Unrealized Gains | ' | ' | ' | ' | ||
Cash and Cash equivalent, Gross Unrealized Losses | ' | ' | ' | ' | ||
Estimated Fair Value | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Short-term investment, Cost | 31,800 | 38,150 | ' | ' | ||
Total | 64,514 | 79,900 | ' | ' | ||
Cash and cash equivalents, Estimated Fair Value | 32,714 | 41,750 | ' | ' | ||
Estimated Fair Value | Cash | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents, Estimated Fair Value | 25,239 | 25,540 | ' | ' | ||
Estimated Fair Value | Term deposits | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents, Estimated Fair Value | ' | 7,122 | ' | ' | ||
Estimated Fair Value | Money market funds | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents, Estimated Fair Value | 4,475 | 6,088 | ' | ' | ||
Estimated Fair Value | Commercial paper | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Short-term investment, Cost | 5,750 | 4,498 | [2] | ' | ' | |
Cash and cash equivalents, Estimated Fair Value | 3,000 | ' | ' | ' | ||
Estimated Fair Value | Corporate bonds | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Short-term investment, Cost | 25,050 | [1] | 32,652 | [2] | ' | ' |
Estimated Fair Value | Federal and municipal obligations | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Short-term investment, Cost | 1,000 | 1,000 | ' | ' | ||
Cash and cash equivalents, Estimated Fair Value | ' | 3,000 | ' | ' | ||
Cost | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents, Cost | 32,714 | 41,750 | ' | ' | ||
Short-term investment, Cost | 31,791 | 38,152 | ' | ' | ||
Total | 64,505 | 79,902 | ' | ' | ||
Cost | Cash | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents, Cost | 25,239 | 25,540 | ' | ' | ||
Cost | Term deposits | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents, Cost | ' | 7,122 | ' | ' | ||
Cost | Money market funds | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents, Cost | 4,475 | 6,088 | ' | ' | ||
Cost | Commercial paper | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents, Cost | 3,000 | ' | ' | ' | ||
Short-term investment, Cost | 5,750 | 4,498 | [2] | ' | ' | |
Cost | Corporate bonds | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Short-term investment, Cost | 25,041 | [1] | 32,654 | [2] | ' | ' |
Cost | Federal and municipal obligations | ' | ' | ' | ' | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents, Cost | ' | 3,000 | ' | ' | ||
Short-term investment, Cost | $1,000 | $1,000 | ' | ' | ||
[1] | Securities totaling approximately $9.9 million were in an unrealized loss position at March 31, 2014. None of these securities were in a continuous unrealized loss position for greater than 12 months. | |||||
[2] | Securities totaling approximately $18.1 million were in an unrealized loss position at December 31, 2013. None of these securities were in a continuous unrealized loss position for greater than 12 months. |
Summary_of_Cash_Cash_Equivalen1
Summary of Cash, Cash Equivalents, Short-Term Investments and Non-Current Investments (Parenthetical) (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Available for sale securities gross unrealized losses duration of loss | 'Greater than 12 months | 'Greater than 12 months |
Federal and municipal obligations | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Unrealized loss | 9.9 | 18.1 |
Fair_Value_Measurements_of_Fin2
Fair Value Measurements of Financial Assets and Liabilities - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Maturity period of short term investments | 'Beyond 90 days |
Stated maturity period of short term investments | 'One year or more |
Restructuring_Charges_Addition
Restructuring Charges - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring charges | $106,000 | $68,000 |
China Subsidiary | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring charges | 106,000 | ' |
Number of positions eliminated | 50 | ' |
Operating expenses | $900,000 | ' |
Restructuring_Accrual_Activity
Restructuring Accrual Activity (Detail) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | ||
Beginning balance | $314,000 | ' | ' | |
Restructuring charges | 106,000 | 68,000 | ' | |
Cash payments, net of rents collected on sublease | -235,000 | ' | ' | |
Adjustments | -8,000 | [1] | ' | ' |
Ending balance | 177,000 | ' | ' | |
Less: Current portion: | -127,000 | ' | -262,000 | |
Long-term balance at March 31, 2014 | 50,000 | [2] | ' | ' |
Severance And Benefits | ' | ' | ' | |
Restructuring charges | 106,000 | ' | ' | |
Reclassification | 96,000 | ' | ' | |
Cash payments, net of rents collected on sublease | -164,000 | ' | ' | |
Ending balance | 38,000 | ' | ' | |
Less: Current portion: | -38,000 | ' | ' | |
Facility Related | ' | ' | ' | |
Beginning balance | 314,000 | ' | ' | |
Reclassification | -96,000 | ' | ' | |
Cash payments, net of rents collected on sublease | -71,000 | ' | ' | |
Adjustments | -8,000 | [1] | ' | ' |
Ending balance | 139,000 | ' | ' | |
Less: Current portion: | -89,000 | ' | ' | |
Long-term balance at March 31, 2014 | $50,000 | [2] | ' | ' |
[1] | Adjustments mainly reflect the impact of foreign currency translation. | |||
[2] | Included in "Other liabilities-long-term" section of the Condensed Consolidated Balance Sheets. |
Revenues_by_Geographic_Area_De
Revenues by Geographic Area (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating Statistics [Line Items] | ' | ' |
Revenues | $24,086 | $34,918 |
North America | ' | ' |
Operating Statistics [Line Items] | ' | ' |
Revenues | 17,394 | 27,821 |
Europe, Middle East, and Africa (EMEA) | ' | ' |
Operating Statistics [Line Items] | ' | ' |
Revenues | 5,547 | 5,773 |
Asia Pacific and others | ' | ' |
Operating Statistics [Line Items] | ' | ' |
Revenues | $1,145 | $1,324 |
Segment_and_Geographic_Informa2
Segment and Geographic Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Segment | |
Segment Reporting Information [Line Items] | ' |
Number of operating segments | 1 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Goodwill, impairment loss | $0 | ' |
Amortization of intangible assets | 343,000 | 263,000 |
Additions to purchased intangible assets | 4,500,000 | ' |
Purchased technology and other intangibles | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization of intangible assets | 742,000 | 640,000 |
Purchased technologies | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization of intangible assets | $399,000 | $377,000 |
RollForward_of_Activity_Affect
Roll-Forward of Activity Affected Goodwill (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Goodwill [Line Items] | ' |
Goodwill as of December 31, 2013 | $51,962 |
Acquisition of legodo ag | 4,582 |
Foreign currency translation | 83 |
Goodwill as of March 31, 2014 | $56,627 |
Other_Intangible_Assets_Detail
Other Intangible Assets (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $39,689 | $39,689 |
Accumulated Amortization | -31,843 | -31,101 |
Net Carrying Amount | 12,384 | 8,588 |
Acquisition of legodo ag | 4,538 | ' |
Customer lists | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 22,350 | 22,350 |
Accumulated Amortization | -18,880 | -18,539 |
Net Carrying Amount | 5,239 | 3,811 |
Acquisition of legodo ag | 1,769 | ' |
Purchased technologies | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 17,325 | 17,325 |
Accumulated Amortization | -12,926 | -12,527 |
Net Carrying Amount | 7,121 | 4,798 |
Acquisition of legodo ag | 2,722 | ' |
Leases | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 47 | 47 |
Accumulated Amortization | -37 | -35 |
Net Carrying Amount | 10 | 12 |
Foreign currency exchange | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | -33 | -33 |
Net Carrying Amount | 14 | -33 |
Acquisition of legodo ag | $47 | ' |
Amortization_Expense_Detail
Amortization Expense (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
2014 (remainder of year) | $2,388 | ' |
2015 | 3,178 | ' |
2016 | 3,175 | ' |
2017 | 1,121 | ' |
2018 and thereafter | 2,522 | ' |
Net Carrying Amount | $12,384 | $8,588 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | |||||||||||||
Nov. 28, 2011 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | 31-May-12 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
sqft | Agreement | Maximum | Minimum | Non-employee director option plan | Continuing non-employee director option plan | Interest free loan | Variable Rate Term Loan | New Revolving Credit Facility Agreement | Restricted stock units | Restricted stock units | Restricted stock units | Performance Stock Units | Performance Stock Units | Amended and Restated 1998 Equity Incentive Plan | Amended and Restated 1998 Equity Incentive Plan | Amended and Restated 1998 Equity Incentive Plan | ||||
CreditFacility | Non-employee director option plan | Non-employee director option plan | Continuing non-employee director option plan | |||||||||||||||||
Commitments and Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Secured revolving line of credit, principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Write-off of unamortized costs related to old credit facility | ' | ' | 188,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance available under revolving credit facility | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance owed under credit facility | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated cash flow leverage ratio | ' | 250.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated cash flow leverage ratio | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charged coverage ratio | ' | ' | ' | ' | ' | 1.75 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of loan agreements | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Frequency of loan repayment | ' | 'Quarterly | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan repayment period, start | ' | '2014-06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan repayment period, end | ' | '2016-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes payable | ' | 275,000 | ' | ' | 889,000 | ' | ' | ' | ' | 500,000 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes payable, variable interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional office space | 58,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sublease agreement term (in years) | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease rent holiday period | '4 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Landlord incentives | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred rent | ' | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax liability classified as short term debt | ' | 260,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax liability classified as long term debt | ' | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease expiration date | ' | 31-May-22 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of Credit | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letter of credit amount | ' | 225,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease rent | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Facility related charges | ' | 203,000 | ' | 170,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of options vesting | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 25.00% | ' |
Option to purchase | ' | ' | ' | ' | ' | ' | ' | ' | 16,000 | ' | ' | ' | ' | ' | 12,500 | ' | ' | ' | ' | ' |
Number of shares underlying options issued | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Award vesting period | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | '4 years | ' | ' | '2 years | ' | ' | '3 years | '13 months |
Minimum percentage of total combined voting power of outstanding securities required for RSU to vest in full | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options, vesting terms | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment award options balance stock plan authorized but unissued | ' | 21,068,950 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant date fair value | ' | $2.83 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of options exercised | ' | $279,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares reserved for future grants | ' | 10,252,878 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares reserved for grants | ' | 2,620,195 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,599,626 | ' | ' |
Weighted average grant date fair value of equity instruments other than option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.25 | $5.55 | ' | ' | $6.25 | ' | ' | ' |
Cost_Related_to_Credit_Facilit
Cost Related to Credit Facility (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Amortization of debt issuance costs | $5 | $20 |
Unused line fees | ' | 38 |
Total | $5 | $58 |
Schedule_of_Share_Based_Compen
Schedule of Share Based Compensation Shares Issued as Result of Executive Option under Various Plans (Detail) | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Share Based Compensation Arrangement By Share Based Payment Award Options Balance Stock Plan Balance Available For Grant | 10,252,878 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Balance Stock Plan Balance Outstanding | 10,816,072 | [1] |
Share Based Compensation Arrangement By Share Based Payment Award Options Balance Stock Plan Authorized But Unissued | 21,068,950 | |
Available for Grant | 2,620,195 | |
Options and Awards Outstanding, Number of Shares | 8,701,130 | |
Amended and Restated 1998 Equity Incentive Plan | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Available for Grant | 9,599,626 | |
Options and Awards Outstanding, Number of Shares | 10,689,916 | [1] |
Total Authorized But Unissued | 20,289,542 | |
2001 Supplemental Stock Plan | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Available for Grant | 705,541 | |
Options and Awards Outstanding, Number of Shares | 31,156 | [1] |
Total Authorized But Unissued | 736,697 | |
1998 Non-Employee Director Option Plan | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Options and Awards Outstanding, Number of Shares | 95,000 | [1] |
Total Authorized But Unissued | 95,000 | |
Options | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Available for Grant | 10,305,167 | |
Options and Awards Outstanding, Number of Shares | 10,816,072 | [1] |
Total Authorized But Unissued | 21,121,239 | |
Miscellaneous Stock Grant | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Available for Grant | -52,289 | [2] |
Total Authorized But Unissued | -52,289 | [2] |
[1] | Total outstanding at March 31, 2014 includes 8,701,130 of options and 2,195,312 of RSUs awards, net of 80,370 of forfeited MSUs in fiscal 2013. | |
[2] | Board approved stock grant on February 17, 2011 to the beneficiary of a deceased senior executive in recognition of services performed. |
Schedule_of_Share_Based_Compen1
Schedule of Share Based Compensation Shares Issued as Result of Executive Option under Various Plans (Parenthetical) (Detail) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Restricted stock units | Market Performance Based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock granted to employee | 2,289 | ' | ' | ' |
Options Outstanding, Number of Shares | ' | 8,701,130 | 2,195,312 | ' |
Options forfeitures, number of Shares | ' | ' | ' | 80,370 |
Summary_of_Stock_Options_Outst
Summary of Stock Options Outstanding and Exercisable (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options Outstanding, Number of Shares | 8,701,130 |
Range One | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Lower Limit | $1.86 |
Range of Exercise Prices, Upper Limit | $3.56 |
Options Outstanding, Number of Shares | 1,003,795 |
Options Outstanding, Weighted Average Remaining Contractual Life | '3 years 8 months 19 days |
Options Outstanding, Weighted Average Exercise Price | $3.28 |
Options Exercisable, Number of Shares | 1,003,795 |
Options Exercisable, Weighted Average Exercise Price | $3.28 |
Range Two | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Lower Limit | $3.59 |
Range of Exercise Prices, Upper Limit | $4.80 |
Options Outstanding, Number of Shares | 1,581,617 |
Options Outstanding, Weighted Average Remaining Contractual Life | '3 years 10 months 21 days |
Options Outstanding, Weighted Average Exercise Price | $4.31 |
Options Exercisable, Number of Shares | 1,571,446 |
Options Exercisable, Weighted Average Exercise Price | $4.31 |
Range Three | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Lower Limit | $4.84 |
Range of Exercise Prices, Upper Limit | $5.11 |
Options Outstanding, Number of Shares | 904,229 |
Options Outstanding, Weighted Average Remaining Contractual Life | '2 years 10 months 28 days |
Options Outstanding, Weighted Average Exercise Price | $5.11 |
Options Exercisable, Number of Shares | 897,163 |
Options Exercisable, Weighted Average Exercise Price | $5.11 |
Range Four | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Lower Limit | $5.12 |
Range of Exercise Prices, Upper Limit | $5.48 |
Options Outstanding, Number of Shares | 1,221,759 |
Options Outstanding, Weighted Average Remaining Contractual Life | '6 years 6 months 7 days |
Options Outstanding, Weighted Average Exercise Price | $5.44 |
Options Exercisable, Number of Shares | 962,620 |
Options Exercisable, Weighted Average Exercise Price | $5.44 |
Range Five | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Lower Limit | $5.49 |
Range of Exercise Prices, Upper Limit | $5.55 |
Options Outstanding, Number of Shares | 905,887 |
Options Outstanding, Weighted Average Remaining Contractual Life | '8 years 6 months 22 days |
Options Outstanding, Weighted Average Exercise Price | $5.50 |
Options Exercisable, Number of Shares | 280,288 |
Options Exercisable, Weighted Average Exercise Price | $5.55 |
Range Six | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Lower Limit | $5.57 |
Range of Exercise Prices, Upper Limit | $6.10 |
Options Outstanding, Number of Shares | 1,399,467 |
Options Outstanding, Weighted Average Remaining Contractual Life | '5 years 5 months 5 days |
Options Outstanding, Weighted Average Exercise Price | $6.03 |
Options Exercisable, Number of Shares | 1,038,722 |
Options Exercisable, Weighted Average Exercise Price | $6.09 |
Range Seven | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Lower Limit | $6.12 |
Range of Exercise Prices, Upper Limit | $6.30 |
Options Outstanding, Number of Shares | 1,334,345 |
Options Outstanding, Weighted Average Remaining Contractual Life | '7 years 29 days |
Options Outstanding, Weighted Average Exercise Price | $6.29 |
Options Exercisable, Number of Shares | 736,364 |
Options Exercisable, Weighted Average Exercise Price | $6.28 |
Range Eight | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Lower Limit | $6.33 |
Range of Exercise Prices, Upper Limit | $8.01 |
Options Outstanding, Number of Shares | 350,031 |
Options Outstanding, Weighted Average Remaining Contractual Life | '7 years 11 months 1 day |
Options Outstanding, Weighted Average Exercise Price | $7.02 |
Options Exercisable, Number of Shares | 153,285 |
Options Exercisable, Weighted Average Exercise Price | $6.90 |
Range Nine | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Lower Limit | $1.86 |
Range of Exercise Prices, Upper Limit | $8.01 |
Options Outstanding, Number of Shares | 8,701,130 |
Options Outstanding, Weighted Average Remaining Contractual Life | '5 years 6 months 7 days |
Options Outstanding, Weighted Average Exercise Price | $5.25 |
Options Exercisable, Number of Shares | 6,643,683 |
Options Exercisable, Weighted Average Exercise Price | $5.03 |
Summary_of_Stock_Options_Outst1
Summary of Stock Options Outstanding (Vested and Expected to Vest) and Exercisable (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Options Outstanding - Vested and Expected to Vest | ' | ' |
Vested and expected to vest, net of expected forfeitures | 8,625,300 | 11,178,992 |
Aggregate intrinsic value (in thousands) | $7,461 | $11,219 |
Weighted average exercise price per share | $5.25 | $5.09 |
Weighted average remaining contractual term (in years) | '5 years 6 months | '6 years 7 days |
Options Exercisable | ' | ' |
Options currently exercisable | 6,643,683 | 7,655,810 |
Aggregate intrinsic value of currently exercisable options (in thousands) | $6,958 | $9,980 |
Weighted average exercise price per share | $5.03 | $4.76 |
Weighted average remaining contractual term (in years) | '4 years 8 months 1 day | '4 years 10 months 2 days |
Summary_of_Restricted_Stock_Un
Summary of Restricted Stock Unit Activity (Detail) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | ||
Commitments and Contingencies [Line Items] | ' | ' | |
Ending outstanding balance | 1,685,312 | [1] | ' |
Restricted stock units | ' | ' | |
Commitments and Contingencies [Line Items] | ' | ' | |
Beginning outstanding balance | 1,003,812 | 577,374 | |
Awarded | 727,500 | 367,500 | |
Released | -38,250 | -21,062 | |
Forfeited | -7,750 | ' | |
Ending outstanding balance | 1,685,312 | 923,812 | |
[1] | Total outstanding units include all unvested and vested but deferred shares which will be released to the employee upon separation from service. |
Weighted_Average_Grant_Date_Fa
Weighted Average Grant Date Fair Value of Restricted Stock Units Granted (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | |
Restricted stock units outstanding, Number of Units | 1,685,312 | [1] |
Restricted stock units vested and expected to vest, Number of Units | 1,616,430 | [2] |
Restricted stock units vested and deferred shares, Number of Units | 479,625 | [3] |
Restricted stock units outstanding, Weighted Average Remaining Contractual Life (years) | '1 year 11 months 12 days | [1] |
Restricted stock units vested and expected to vest, Weighted Average Remaining Contractual Life, (years) | '1 year 10 months 28 days | [2] |
Restricted stock units vested and deferred shares, Weighted Average Remaining Contractual Life (years) | '0 years | [3] |
Restricted stock units outstanding, Aggregate Intrinsic Value | $10,146 | [1] |
Restricted stock units vested and expected to vest, Aggregate Intrinsic Value | 6,844 | [2] |
Restricted stock units vested and deferred shares, Aggregate Intrinsic Value | $2,887 | [3] |
[1] | Total outstanding units include all unvested and vested but deferred shares which will be released to the employee upon separation from service. | |
[2] | Includes shares vested to-date and expected to vest shares which comprises of unvested shares net of expected forfeitures. | |
[3] | Vested awards with deferral elections to be released to the employee upon separation from service. |
Performance_Based_Restricted_S
Performance Based Restricted Stock Units (Detail) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2012 | ||
Commitments and Contingencies [Line Items] | ' | ' | ' | |
Ending outstanding balance | 1,685,312 | [1] | ' | ' |
Performance Stock Units | ' | ' | ' | |
Commitments and Contingencies [Line Items] | ' | ' | ' | |
Beginning outstanding balance | 279,630 | 235,000 | 235,000 | |
Awarded | 150,000 | ' | ' | |
Ending outstanding balance | 429,630 | [1] | 235,000 | 235,000 |
[1] | Total outstanding units include all unvested and vested but deferred shares which will be released to the employee upon separation from service. |
Summary_of_Performance_Based_R
Summary of Performance Based Restricted Stock Units (Detail) (USD $) | 3 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | |
Performance-based units outstanding, Number of Units | 1,685,312 | [1] | ' | ' | ' |
Performance-based units vested and deferred, Number of Units | 479,625 | [2] | ' | ' | ' |
Performance-based units outstanding, Weighted Average Remaining Contractual Life (Years) | '1 year 11 months 12 days | [1] | ' | ' | ' |
Performance-based units vested and deferred, Weighted Average Remaining Contractual Life (Years) | '0 years | [2] | ' | ' | ' |
Performance-based units outstanding, Aggregate Intrinsic Value | $10,146 | [1] | ' | ' | ' |
Performance-based units vested and expected to vest, Aggregate Intrinsic Value | 6,844 | [3] | ' | ' | ' |
Performance-based units vested and deferred, Aggregate Intrinsic Value | 2,887 | [2] | ' | ' | ' |
Performance Stock Units | ' | ' | ' | ' | |
Performance-based units outstanding, Number of Units | 429,630 | [1] | 279,630 | 235,000 | 235,000 |
Performance-based units vested and expected to vest, Number of Units | 410,308 | [3] | ' | ' | ' |
Performance-based units vested and deferred, Number of Units | 37,130 | [2] | ' | ' | ' |
Performance-based units outstanding, Weighted Average Remaining Contractual Life (Years) | '1 year 8 months 1 day | [1] | ' | ' | ' |
Performance-based units vested and expected to vest, Weighted Average Remaining Contractual Life (Years) | '1 year 7 months 21 days | [3] | ' | ' | ' |
Performance-based units vested and deferred, Weighted Average Remaining Contractual Life (Years) | '0 years | [2] | ' | ' | ' |
Performance-based units outstanding, Aggregate Intrinsic Value | 2,586 | [1] | ' | ' | ' |
Performance-based units vested and expected to vest, Aggregate Intrinsic Value | 2,247 | [3] | ' | ' | ' |
Performance-based units vested and deferred, Aggregate Intrinsic Value | $224 | [2] | ' | ' | ' |
[1] | Total outstanding units include all unvested and vested but deferred shares which will be released to the employee upon separation from service. | ||||
[2] | Vested awards with deferral elections to be released to the employee upon separation from service. | ||||
[3] | Includes shares vested to-date and expected to vest shares which comprises of unvested shares net of expected forfeitures. |
Deferred_Revenue_Detail
Deferred Revenue (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Revenue Arrangement [Line Items] | ' | ' |
Deferred revenue, current | $44,037 | $46,293 |
Long term portion: | 1,427 | 1,640 |
Deferred revenue | 45,464 | 47,933 |
Maintenance and support | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' |
Deferred revenue, current | 40,270 | 42,407 |
Other | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' |
Deferred revenue, current | $3,767 | $3,886 |
Deferred_Revenue_Additional_In
Deferred Revenue - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Period of maintenance and support | '12 months |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (2013 Share Repurchase Program, USD $) | 0 Months Ended | 1 Months Ended |
In Millions, except Share data, unless otherwise specified | Jul. 29, 2013 | 6-May-14 |
Subsequent Event | ||
Subsequent Event [Line Items] | ' | ' |
Share Repurchase Program, Approved Amount | $40 | ' |
Number of shares repurchased | ' | 578,641 |
Amount of shares repurchased under stock repurchase plan | ' | $3.40 |