Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | STAMPS.COM INC | |
Entity Central Index Key | 1082923 | |
Current Fiscal Year End Date | -19 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 16,363,292 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 |
CONSOLIDATED_BALANCE_SHEETS_un
CONSOLIDATED BALANCE SHEETS (unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $66,312 | $40,933 |
Short-term investments | 5,967 | 6,482 |
Accounts receivable, net | 11,983 | 12,325 |
Deferred income taxes | 2,143 | 2,143 |
Other current assets | 5,387 | 6,071 |
Total current assets | 91,792 | 67,954 |
Property and equipment, net | 29,590 | 30,427 |
Goodwill | 66,893 | 66,893 |
Intangible assets, net | 18,715 | 19,570 |
Long-term investments | 9,143 | 10,215 |
Deferred income taxes | 53,294 | 51,673 |
Other assets | 9,483 | 7,999 |
Total assets | 278,910 | 254,731 |
Current liabilities: | ||
Accounts payable and accrued expenses | 30,613 | 22,521 |
Deferred revenue | 2,217 | 2,164 |
Contingent consideration, current | 26,487 | 9,225 |
Total current liabilities | 59,317 | 33,910 |
Contingent consideration, long-term | 0 | 15,790 |
Total liabilities | 59,317 | 49,700 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $.001 par value Authorized shares: 47,500 in 2015 and 2014 Issued shares: 29,142 in 2015 and 28,763 in 2014 Outstanding shares: 16,358 in 2015 and 15,997 in 2014 | 52 | 51 |
Additional paid-in capital | 693,598 | 678,075 |
Treasury stock, at cost, 12,766 shares in 2015 and 2014 | -172,410 | -172,410 |
Accumulated deficit | -301,716 | -300,746 |
Accumulated other comprehensive income | 69 | 61 |
Total stockholders' equity | 219,593 | 205,031 |
Total liabilities and stockholders' equity | $278,910 | $254,731 |
CONSOLIDATED_BALANCE_SHEETS_un1
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Per Share data, unless otherwise specified | ||
Stockholders' equity | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 47,500 | 47,500 |
Common stock, shares issued (in shares) | 29,142 | 28,763 |
Common stock, shares outstanding (in shares) | 16,358 | 15,997 |
Treasury stock, shares (in shares) | 12,766 | 12,766 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues: | |||
Service | $35,649 | $25,643 | |
Product | 4,743 | 4,613 | |
Insurance | 2,662 | 1,993 | |
PhotoStamps | 989 | 1,049 | |
Other | 9 | 0 | |
Total revenues | 44,052 | 33,298 | |
Cost of revenues (exclusive of amortization of intangible assets, which is included in general and administrative): | |||
Service | 6,271 | 4,369 | |
Product | 1,601 | 1,542 | |
Insurance | 923 | 688 | |
PhotoStamps | 830 | 846 | |
Total cost of revenues | 9,625 | 7,445 | |
Gross profit | 34,427 | 25,853 | |
Operating expenses: | |||
Sales and marketing | 14,021 | 11,370 | |
Research and development | 4,282 | 2,916 | |
General and administrative | 7,771 | 4,197 | |
Contingent consideration charges | 10,512 | 0 | |
Total operating expenses | 36,586 | 18,483 | |
(Loss) income from operations | -2,159 | 7,370 | |
Interest and other income, net | 69 | 136 | |
(Loss) income before income taxes | -2,090 | 7,506 | |
Income tax (benefit) expense | -1,120 | 172 | |
Net (loss) income | ($970) | $7,334 | |
Net (loss) income per share | |||
Basic (in dollars per share) | ($0.06) | $0.45 | |
Diluted (in dollars per share) | ($0.06) | $0.44 | |
Weighted average shares outstanding: | |||
Basic (in shares) | 16,156 | 16,222 | |
Diluted (in shares) | 16,156 | [1] | 16,664 |
[1] | Common equivalent shares are excluded from the diluted earnings per share calculation as their effect is anti-dilutive. |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) [Abstract] | ||
Net (loss) income | ($970) | $7,334 |
Other comprehensive income: | ||
Unrealized gain (loss) on investment | 8 | -9 |
Comprehensive (loss) income | ($962) | $7,325 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities: | ||
Net (loss) income | ($970) | $7,334 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 1,837 | 804 |
Stock-based compensation expense | 2,642 | 1,016 |
Deferred income taxes, net of additional paid-in capital | -1,455 | 0 |
Contingent consideration | 10,512 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 342 | 6,504 |
Other current assets | 309 | 32 |
Other assets | -1,484 | -247 |
Deferred revenue | 53 | -65 |
Accounts payable and accrued expenses | 5,312 | 3,096 |
Net cash provided by operating activities | 17,098 | 18,474 |
Investing activities: | ||
Sale of short-term investments | 1,583 | 768 |
Purchase of short-term investments | -1,081 | -1,340 |
Sale of long-term investments | 1,093 | 1,419 |
Purchase of long-term investments | 0 | -2,868 |
Purchase of property and equipment | -132 | -1,106 |
Net cash provided by (used in) investing activities | 1,463 | -3,127 |
Financing activities: | ||
Proceeds from short term financing obligation | 3,142 | 0 |
Proceeds from exercise of stock options | 776 | 571 |
Issuance of common stock under ESPP | 2,900 | 656 |
Net cash provided by financing activities | 6,818 | 1,227 |
Net increase in cash and cash equivalents | 25,379 | 16,574 |
Cash and cash equivalents at beginning of period | 40,933 | 66,674 |
Cash and cash equivalents at end of period | 66,312 | 83,248 |
Supplemental Information: | ||
Capital expenditures accrued but not paid at period end | $19 | $34 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |
Mar. 31, 2015 | ||
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 1 | Summary of Significant Accounting Policies |
Basis of Presentation | ||
We prepared the consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures are adequate to make the information presented not misleading. We recommend that these financial statements be read in conjunction with the audited financial statements and the notes thereto included in our latest annual report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on March 16, 2015. | ||
In our opinion, these unaudited financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly our financial position as of March 31, 2015, our results of operations for the three months ended March 31, 2015 and our cash flows for the three months ended March 31, 2015. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. | ||
Principles of Consolidation | ||
The consolidated financial statements include the accounts of Stamps.com Inc., Auctane LLC, Interapptive, Inc. and PhotoStamps Inc. In June 2014, we completed our acquisition of 100% of the outstanding equity of Auctane LLC, the Texas limited liability company that operates ShipStation (“Auctane LLC” or “ShipStation”) in a cash and contingent stock transaction. ShipStation, based in Austin, Texas, offers monthly subscription based e-commerce shipping software primarily under the brand ShipStation and Auctane. In August 2014, we completed our acquisition of 100% of the outstanding equity of Interapptive, Inc., the Missouri corporation that operates ShipWorks (“Interapptive, Inc.” or “ShipWorks”) in a cash transaction. ShipWorks, based in St Louis, Missouri, offers monthly subscription based e-commerce shipping software. | ||
Because 100% of the voting control of Auctane LLC and Interapptive, Inc. is held by us, we have consolidated ShipStation and ShipWorks from the date we obtained control in the accompanying consolidated financial statements. Similarly, due to our 100% control, PhotoStamps Inc. is also consolidated in the accompanying consolidated financial statements from the date of its inception. All significant intercompany accounts and transactions have been eliminated. | ||
Use of Estimates and Risk Management | ||
The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates, and such differences may be material to the financial statements. Examples include estimates of loss contingencies, promotional coupon redemptions, the number of PhotoStamps retail boxes that will not be redeemed, deferred income taxes, the estimates and assumptions used to calculate the allocation of the purchase price related to our acquisitions, including related contingent consideration, and estimates regarding the useful lives of our building, patents and other amortizable intangible assets. | ||
Fair Value of Financial Instruments | ||
Carrying amounts of certain of our financial instruments, including cash, cash equivalents, accounts receivable and accounts payable, approximate fair value due to their short maturities. The fair values of investments are determined using quoted market prices for those securities or similar financial instruments. | ||
Certain contingent consideration may be payable by us in connection with our acquisition of ShipStation. The fair value of the contingent consideration is determined using valuation techniques that replicate the pay-off structure of the earn-out provision in the ShipStation transaction, and the value of each of these options was determined using the Black-Scholes-Merton option pricing framework. During the first quarter of 2015 we incurred approximately $10.7 million of charges relating to our contingent consideration liability of which $10.5 million was recorded in contingent consideration charges and $185,000 was recorded in marketing and research and development in operating expenses. Contingent consideration liability was approximately $26.5 million as of March 31, 2015. | ||
Property and Equipment | ||
We account for property and equipment at cost less accumulated depreciation and amortization. We compute depreciation using the straight-line method over the estimated useful life of the asset, generally three to five years for furniture, fixtures and equipment and ten to forty years for building and building improvements. We have a policy of capitalizing expenditures that materially increase assets’ useful lives and charging ordinary maintenance and repairs to operations as incurred. When property or equipment is disposed of, the cost and related accumulated depreciation and amortization are removed, and any gain or loss is included in operations. | ||
Goodwill | ||
Goodwill represents the excess of the fair value of consideration given over the fair value of the tangible assets, identifiable intangible assets and liabilities assumed in a business combination. We are required to test goodwill for impairment annually and whenever events or circumstances indicate the fair value of a reporting unit may be below its carrying value. Goodwill will be reviewed for impairment annually on October 1 utilizing a qualitative assessment or a two-step process. | ||
Trademarks, Patents and Intangible Assets | ||
Acquired trademarks, patents and other intangibles include both amortizable and non-amortizable assets and are included in intangible assets, net in the accompanying consolidated balance sheets. Intangible assets are carried at cost less accumulated amortization. Cost associated with internally developed intangible assets is typically expensed as incurred as research and development costs. Amortization of amortizable intangible assets is calculated on a straight-line basis over the estimated useful lives of the assets, ranging from approximately 4 to 17 years. | ||
Impairment of Long-Lived Assets and Intangible Assets | ||
Long-lived assets including intangible assets with definitive useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | ||
Intangible assets that have indefinite useful lives are not amortized but, instead, tested at least annually for impairment while intangible assets that have finite useful lives continue to be amortized over their respective useful lives. Intangible assets with finite lives are reviewed for impairment when events and circumstances indicate that the intangible asset might be impaired. | ||
Intangible assets are tested for impairment, when required, using a two-step process. The first step is to determine the fair value of the reporting unit, which may be calculated using a discounted cash flow methodology, and compare this value to its carrying value. If the fair value exceeds the carrying value, no further work is required, and no impairment loss would be recognized. If the fair value is less than the carrying value, the second step is performed. The second step is an allocation of the fair value of the reporting unit to all of the reporting unit's assets and liabilities under a hypothetical purchase price allocation. Based on the ongoing evaluations performed by us, there was no impairment of intangible assets during the year ended December 31, 2014. | ||
Income Taxes | ||
We account for income taxes in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic No. 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized. We record a valuation allowance to reduce our gross deferred tax assets, which are primarily comprised of U.S. Federal and State tax loss carry-forwards, to the amount that is more likely than not (a likelihood of more than 50 percent) to be realized. In order for us to realize our deferred tax assets, we must be able to generate sufficient taxable income. We evaluate the appropriateness of our deferred tax assets and related valuation allowance in accordance with ASC 740 based on all available positive and negative evidence. As of March 31, 2015 and December 31, 2014 we do not have any valuation allowance recorded to reduce our gross deferred tax assets as we believe we have met the more likely than not threshold we will realize our tax loss carry-forwards in the foreseeable future. | ||
Deferred Revenue | ||
Our deferred revenue relates to service revenue and PhotoStamps retail boxes. Deferred revenue related to our service revenue generally arises due to the timing of payment versus the provision of services for certain customers billed in advance. We sell our PhotoStamps retail boxes to our customers through our website and selected third parties. Proceeds from the sale of our PhotoStamps retail boxes are initially recorded as a liability when received. We record the liability for outstanding PhotoStamps retail boxes in deferred revenue. | ||
Revenue Recognition | ||
We recognize revenue from product sales or services rendered, as well as commissions from advertising or sale of products by third party vendors to our customer base when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. | ||
Service revenue is primarily derived from monthly subscription and transaction fees and is recognized in the period that services are provided. Product sales, net of return allowances, are recorded when the products are shipped and title passes to customers. Sales of items, including PhotoStamps, sold to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier. Return allowances for expected product returns, which reduce product revenue, are estimated using historical experience. Commissions from the advertising or sale of products by a third party vendor to our customer base are recognized when the revenue is earned and collection is deemed probable. | ||
Customers typically pay face value for postage purchased for use through our mailing and shipping software, and the funds are transferred directly from the customers to the United States Postal Services (“USPS”). We do not recognize revenue for this postage, as it is purchased by our customers directly from the USPS. | ||
PhotoStamps revenue, which includes the face value of postage, from the sale of PhotoStamps sheets and rolls is made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier. | ||
Sale of PhotoStamps retail boxes are initially recorded as deferred revenue. PhotoStamps revenue related to the sale of these PhotoStamps retail boxes is subsequently recognized when either: 1) the PhotoStamps retail box is redeemed, or 2) the likelihood of the PhotoStamps retail box being redeemed is deemed remote (“breakage”) and there is no legal obligation to remit the value of the unredeemed PhotoStamps retail boxes. | ||
On a limited basis, we allow third parties to offer products and promotions to our customer base. These arrangements generally provide payment in the form of a flat fee or revenue sharing arrangements where we receive payment upon customers accessing third party products and services. During the first quarter of 2015 and 2014 revenue from such advertising arrangements was not significant. | ||
We provide our customers with the opportunity to purchase parcel insurance directly through our solutions. Insurance revenue represents the gross amount charged to the customer for purchasing insurance and the related cost represents the amount paid to our insurance brokers. We recognize revenue on insurance purchases upon the ship date of the insured package. | ||
PhotoStamps Retail Boxes | ||
We sell PhotoStamps retail boxes that are redeemable for PhotoStamps on our website. The PhotoStamps retail boxes are sold through various third party retail partners. Our PhotoStamps retail boxes are not subject to administrative fees on unredeemed boxes and have no expiration date. PhotoStamps retail box sales are recorded as deferred revenue. We concluded that sufficient company-specific historical evidence existed to determine the period of time after which the likelihood of the PhotoStamps retail boxes being redeemed was remote. Based on our analysis of the redemption data, we estimate that period of time to be 60 months after the sale of our PhotoStamps retail boxes. | ||
We recognize breakage revenue related to our PhotoStamps retail boxes utilizing the redemption recognition method. Under the redemption recognition method, we recognize breakage revenue from unredeemed retail boxes in proportion to the revenue recognized from the retail boxes that have been redeemed. Revenue from our PhotoStamps retail boxes is included in PhotoStamps revenue. During first quarter of 2015 and 2014 PhotoStamps retail box breakage revenue was not significant. | ||
Short- term financing obligation | ||
We utilize short-term financing to fund certain company operation. We have $3.1 million in short-term financing obligations, which is included in accounts payable and accrued expenses and $3.9 million of unused credit, as of March 31, 2015. | ||
Subsequent Events | ||
We are not aware of any material subsequent events or transactions that have occurred that would require recognition in the financial statements or disclosure in the notes to the consolidated financial statements. |
Acquisition
Acquisition | 3 Months Ended | |
Mar. 31, 2015 | ||
Acquisition [Abstract] | ||
Acquisition | 2 | Acquisition |
Endicia Acquisition | ||
On March 22, 2015 we entered into a Stock Purchase Agreement (“Stock Purchase Agreement”) with PSI Systems, Inc., a California corporation d/b/a Endicia (“Endicia”), and Newell Rubbermaid Inc., a Delaware corporation (“Parent”). Endicia, based in Palo Alto, California, is a leading provider of high volume shipping technologies and solutions for shipping with the USPS. The Stock Purchase Agreement provides for our purchase of all of the issued and outstanding shares of common stock of Endicia from a wholly-owned indirect subsidiary of Parent (“Transaction”) for an aggregate purchase price of $215 million in cash. The purchase price is subject to adjustment for changes in Endicia’s net working capital as of the date of the closing of the Transaction and certain transaction expenses and closing cash adjustments. The closing of the Transaction is subject to various customary conditions, including, regulatory approval. The Transaction is not subject to a shareholder approval requirement. | ||
Stamps.com and Parent have certain rights to terminate the Stock Purchase Agreement including if the closing of the Transaction has not occurred on or prior to the date that is six months from the date of the Stock Purchase Agreement (“Termination Date”), provided , however , that the Termination Date will be automatically extended up to a date that is eighteen months after the date of the Stock Purchase Agreement in circumstances principally related to antitrust approval having not yet been obtained; provided , further , that under certain circumstances Parent can reduce the Termination Date to be a date that is twelve (12) months after the date of the Stock Purchase Agreement if we have not provided certain assurances as to extensions of our credit arrangements for the Transaction or other alternatives to such extensions. | ||
In the event that the Stock Purchase Agreement is terminated under certain circumstances related to the failure to obtain antitrust regulatory approval, the Stock Purchase Agreement provides for us to pay to Parent $10,750,000. | ||
Concurrent with the signing of the Stock Purchase Agreement, we entered into a financing commitment letter (“Commitment Letter”) with Wells Fargo Bank, National Association (“Wells Fargo Bank”), Wells Fargo Securities, LLC, Bank of America, N.A. (“Bank of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Chase Bank, N.A. (“JPMorgan” and, collectively with Wells Fargo Bank and Bank of America, the “Lead Lenders”), and J.P. Morgan Securities LLC. The Commitment Letter provides, on the terms and subject to the conditions set forth in the Commitment Letter, for a secured term loan facility in an aggregate principal amount of $82.5 million (“Term Loan”) and a secured revolving credit facility in an aggregate principal amount of $82.5 million (the “Revolving Credit Facility,” and together with the Term Loan, the “Credit Facilities”). The proceeds of the Term Loan will be used to finance a portion of the Purchase Price and for the payment of fees and expenses incurred in connection with the entering into the Stock Purchase Agreement and the Credit Facilities. The Revolving Credit Facility will be used to finance a portion of the Purchase Price and for our ongoing working capital and other general corporate purposes. We expect the financing under the Commitment Letter, together with cash balances, to be sufficient to provide the financing necessary to pay the Purchase Price. The financing commitments of the Lead Lenders are subject to certain limited conditions set forth in the Commitment Letter. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies [Abstract] | |||||
Commitments and Contingencies | 3 | Commitments and Contingencies | |||
Legal Proceedings | |||||
On August 14, 2014, Rapid Enterprises, LLC, D/B/A Express One, filed suit against ShipStation and some of its executives in the Third Judicial District Court for Salt Lake County, Utah, alleging, among other claims, that ShipStation breached its contract with Express One by violating an exclusivity provision. Express One seeks an injunction, damages, attorneys’ fees and court costs. On December 12, 2014, Express One added additional claims and Stamps.com and our Chief Executive Officer as named defendants. The litigation is in the discovery phase. | |||||
We are a party to various legal proceedings, including those noted in this section. We have established loss provisions only for matters in which losses are probable and can be reasonably estimated. Although management at present believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, results of operations, cash flows, or overall trends, legal proceedings are subject to inherent uncertainties, and unfavorable rulings or other events could occur. An unfavorable outcome for an amount in excess of management’s present beliefs may result in a material adverse impact on our business, results of operations, financial position, and overall trends. | |||||
Commitments | |||||
The following table is a schedule of our significant contractual obligations and commercial commitments, which consist only of future minimum lease payments under operating leases as of March 31, 2015 (in thousands): | |||||
Twelve Month Period Ending March 31, | Operating | ||||
Lease Obligations | |||||
2016 | $ | 437 | |||
2017 | 262 | ||||
2018 | 267 | ||||
2019 | 204 | ||||
Thereafter | — |
Net_Loss_Income_per_Share
Net (Loss) Income per Share | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Net (Loss) Income per Share [Abstract] | |||||||||
Net (Loss) Income per Share | 4 | Net (Loss) Income per Share | |||||||
Net (loss) income per share represents net (loss) income attributable to common stockholders divided by the weighted average number of common shares outstanding during a reported period. The diluted net (loss) income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, including stock options (commonly and hereafter referred to as “common stock equivalents”), were exercised or converted into common stock. Diluted net (loss) income per share is calculated by dividing net (loss) income during a reported period by the sum of the weighted average number of common shares outstanding plus common stock equivalents for the period. | |||||||||
The following table reconciles share amounts utilized to calculate basic and diluted net (loss) income per share (in thousands, except per share data): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Net (loss) income | $ | (970 | ) | $ | 7,334 | ||||
Basic - weighted average common shares | 16,156 | 16,222 | |||||||
Diluted effect of common stock equivalents | — | (1) | 442 | ||||||
Diluted - weighted average common shares | 16,156 | 16,664 | |||||||
(Loss) earnings per share: | |||||||||
Basic | $ | (0.06 | ) | $ | 0.45 | ||||
Diluted | $ | (0.06 | ) | $ | 0.44 | ||||
(1) Common equivalent shares are excluded from the diluted (loss) earnings per share calculation as their effect is anti-dilutive. | |||||||||
The calculation of dilutive shares excludes the effect of the following options that are considered anti-dilutive (in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Anti-dilutive stock option shares | 3,006 | 109 |
StockBased_Employee_Compensati
Stock-Based Employee Compensation | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Stock-Based Employee Compensation [Abstract] | |||||||||
Stock-Based Employee Compensation | 5 | Stock-Based Employee Compensation | |||||||
We estimate the fair value of share-based payment awards on the date of grant using an option-pricing model and recognize stock-based compensation expense during each period based on the value of that portion of share-based payment awards that is ultimately expected to vest during the period, reduced for estimated forfeitures. We estimate forfeitures at the time of grant based on historical data and revise, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense recognized for all employee stock options granted is recognized using the straight-line method over their respective vesting periods of up to five years. | |||||||||
The following table sets forth the stock-based compensation expense that we recognized for the periods indicated (in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Stock-based compensation expense relating to: | |||||||||
Employee and director stock options | $ | 2,528 | $ | 900 | |||||
Employee stock purchases | 114 | 116 | |||||||
Total stock-based compensation expense | $ | 2,642 | $ | 1,016 | |||||
Stock-based compensation expense relating to: | |||||||||
Cost of revenues | $ | 167 | $ | 101 | |||||
Sales and marketing | 722 | 193 | |||||||
Research and development | 548 | 236 | |||||||
General and administrative | 1,205 | 486 | |||||||
Total stock-based compensation expense | $ | 2,642 | $ | 1,016 | |||||
We use the Black-Scholes option valuation model to estimate the fair value of share-based payment awards on the date of grant, which requires us to make a number of subjective assumptions, including stock price volatility, expected term, and risk-free interest rates. In the case of options we grant, our assumption of expected volatility is based on the historical volatility of our stock price over the term equal to the expected life of the options. We base the risk-free interest rate on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life of the options assumed at the date of grant. The estimated expected life represents the weighted-average period the stock options are expected to remain outstanding, determined based on an analysis of historical exercise behavior. | |||||||||
The following are the weighted average assumptions used in the Black-Scholes valuation model for the periods indicated: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Expected dividend yield | — | — | |||||||
Risk-free interest rate | 1 | % | 0.7 | % | |||||
Expected volatility | 46.14 | % | 49.7 | % | |||||
Expected life (in years) | 3.4 | 3.6 | |||||||
Expected forfeiture rate | 6 | % | 6 | % |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Goodwill and Intangible Assets [Abstract] | |||||||||||||
Goodwill and Intangible Assets | 6 | Goodwill and Intangible Assets | |||||||||||
Goodwill represents the excess of the fair value of consideration given over the fair value of the tangible assets, identifiable intangible assets and liabilities assumed in a business combination. Goodwill was approximately $66.9 million as of March 31, 2015 and December 31, 2014. | |||||||||||||
Goodwill is reviewed for impairment annually in October utilizing a qualitative assessment or a two-step process. We have an option to make a qualitative assessment of a reporting unit's goodwill for impairment. If we choose to perform a qualitative assessment and determine the fair value more likely than not exceeds the carrying value, no further evaluation is necessary. For reporting units where we perform the two-step process, the first step requires us to compare the fair value of each reporting unit, which we primarily determine using an income approach based on the present value of discounted cash flows, to the respective carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is higher than the fair value, there is an indication that impairment may exist and the second step is required. In step two, the implied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit's goodwill, the difference is recognized as an impairment loss. | |||||||||||||
We have amortizable and non-amortizable intangible assets consisting of patents, trademarks, lease-in-place intangible assets, developed technology, non-compete agreements and customer relationships. | |||||||||||||
The following table summarizes our amortizable and non-amortizable intangible assets as of March 31, 2015 (in thousands): | |||||||||||||
Gross | Accumulated | Net Carrying | |||||||||||
Carrying | Amortization | Amount | |||||||||||
Amount | |||||||||||||
Patents and others | $ | 9,378 | $ | 8,656 | $ | 722 | |||||||
Customer Relationships | 11,300 | 1,128 | 10,172 | ||||||||||
Technology | 7,000 | 676 | 6,324 | ||||||||||
Non-Compete | 1,100 | 183 | 917 | ||||||||||
Trademark | 700 | 120 | 580 | ||||||||||
Total Intangible assets at March 31, 2015 | $ | 29,478 | $ | 10,763 | $ | 18,715 | |||||||
We recorded amortization of intangible assets totaling approximately $855,000 and $49,000 for the three months ended March 31, 2015 and 2014, respectively, which is included in general and administrative expense in our accompanying consolidated statements of operations. | |||||||||||||
As of March 31, 2015, the remaining weighted average amortization period for our amortizable intangible assets is approximately 6.2 years. Our estimated amortization expense for the next five years and thereafter is as follows (in thousands): | |||||||||||||
Twelve Month Period Ending March 31, | Estimated Amortization Expense | ||||||||||||
2016 | $ | 2,931 | |||||||||||
2017 | 2,897 | ||||||||||||
2018 | 2,895 | ||||||||||||
2019 | 2,611 | ||||||||||||
2020 | 2,460 | ||||||||||||
Thereafter | 4,433 |
Income_Taxes
Income Taxes | 3 Months Ended | |
Mar. 31, 2015 | ||
Income Taxes [Abstract] | ||
Income Taxes | 7 | Income Taxes |
During the first quarter of 2015 our income tax benefit was approximately $1.1 million, which is primarily attributable to our first quarter pre-tax loss and deferred income taxes. Our actual effective tax rate during the first quarter of 2015 differs from statutory federal rate as a result of several factors, including non-temporary differences and state and local income taxes. During the first quarter of 2014 our income tax expense was approximately $172,000, which consisted of federal and state alternative minimum taxes. Our effective income tax rate during the first quarter of 2014 differs from the statutory income tax rate primarily as a result of our use of net operating losses to offset current federal and state income taxes. We evaluated the appropriateness of our deferred tax assets and related valuation allowance in accordance with ASC 740 based on all available positive and negative evidence. | ||
On June 10, 2014 we completed our acquisition of ShipStation. On August 29, 2014 we completed our acquisition of ShipWorks. Based on these discrete events, we re-evaluated our forecast of our projected taxable income. As a result, we released a portion of our valuation allowance totaling approximately $3.6 million and $345,000 during the second and third quarter of 2014, respectively. After analyzing our deferred tax assets including our remaining tax loss carry-forward and completing our forecast of future income taking into consideration potential synergy of the acquisitions, we believed we met the more likely than not threshold that we will be able to utilize our remaining tax loss carry-forward in the foreseeable future. As a result we released the remaining valuation allowance of approximately $9.6 million during the fourth quarter of 2014. As of March 31, 2015 and December 31, 2014, we do not have any valuation allowance against our net deferred tax assets. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||
Fair Value Measurements | 8 | Fair Value Measurements | |||||||||||||||
Financial assets measured at fair value on a recurring basis are classified in one of the three following categories, which are described below: | |||||||||||||||||
Level 1 - Valuations based on unadjusted quoted prices for identical assets in an active market | |||||||||||||||||
Level 2 - Valuations based on quoted prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets | |||||||||||||||||
Level 3 - Valuations based on inputs that are unobservable and involve management judgment and our own assumptions about market participants and pricing | |||||||||||||||||
The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands): | |||||||||||||||||
Fair Value Measurement at Reporting Date Using | |||||||||||||||||
Description | March 31, | Quoted Prices | Significant | Significant | |||||||||||||
2015 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash and cash equivalents | $ | 66,312 | $ | 66,312 | $ | — | $ | — | |||||||||
Available-for-sale debt securities | 15,110 | — | 15,110 | — | |||||||||||||
Total | $ | 81,422 | $ | 66,312 | $ | 15,110 | $ | — | |||||||||
Fair Value Measurement at Reporting Date Using | |||||||||||||||||
Description | December 31, | Quoted Prices | Significant | Significant | |||||||||||||
2014 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash and cash equivalents | $ | 40,933 | $ | 40,933 | $ | — | $ | — | |||||||||
Available-for-sale debt securities | 16,697 | — | 16,697 | — | |||||||||||||
Total | $ | 57,630 | $ | 40,933 | $ | 16,697 | $ | — | |||||||||
The fair value of our available-for-sale debt securities included in the Level 2 category is based on the market values obtained from an independent pricing service that were evaluated using pricing models that vary by asset class and may incorporate available trade, bid and other market information and price quotes from well established independent pricing vendors and broker-dealers. | |||||||||||||||||
As of March 31, 2015 we have approximately $26.5 million of contingent consideration relating to our acquisition of ShipStation that was required to be measured at fair value. The fair value of the contingent consideration was determined based on a probability weighted method, which incorporates management’s forecasts of financial measures and the likelihood of the financial measure targets being achieved using a series of options that replicate the pay-off structure of the earn-out, and the value of each of these options was determined using the Black-Scholes-Merton option pricing framework. | |||||||||||||||||
The following table summarizes our contingent consideration measured at fair value on a recurring basis (in thousands): | |||||||||||||||||
Fair Value Measurement at Reporting Date Using | |||||||||||||||||
Description | March 31, | Quoted Prices | Significant | Significant | |||||||||||||
2015 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Contingent consideration – current | $ | 26,487 | $ | — | $ | — | $ | 26,487 | |||||||||
The following table represents a reconciliation of contingent consideration obligation measured on a recurring basis using significant unobservable inputs (level 3) as of March 31, 2015 (in thousands): | |||||||||||||||||
31-Mar-15 | |||||||||||||||||
Beginning of year balance | $ | 25,015 | |||||||||||||||
Contingent consideration distribution | (9,225 | ) | |||||||||||||||
Contingent consideration charges (1) | 10,512 | ||||||||||||||||
Contingent consideration compensation expense (1) | 185 | ||||||||||||||||
End of quarter balance | $ | 26,487 | |||||||||||||||
-1 | This amount represents fair value adjustment during the first quarter of 2015 to contingent consideration recorded associated with the acquisition of ShipStation. The $10.5 million contingent consideration charge is recorded as a separate line item in our consolidated statement of income. The $185,000 compensation expense for the adjustment of contingent consideration liability relating to certain employees is recorded in marketing and research and development in operating expense. |
Cash_Equivalents_and_Investmen
Cash Equivalents and Investments | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Cash Equivalents and Investments [Abstract] | |||||||||||||||||
Cash Equivalents and Investments | 9 | Cash Equivalents and Investments | |||||||||||||||
Our cash equivalents and investments consist of money market, U.S. government obligations, asset-backed securities and public corporate debt securities at March 31, 2015 and December 31, 2014. We consider all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. All of our investments are classified as available for sale and are recorded at market value using the specific identification method. Realized gains and losses are reflected in other income, net using the specific identification method. There was no material realized gain or loss with respect to our investments during the first quarter of 2015. Unrealized gains and losses are included as a separate component of stockholders' equity. We do not intend to sell investments with an amortized cost basis exceeding fair value and it is not likely that we will be required to sell the investments before recovery of their amortized cost bases. We have 6 securities with a total fair value of $2.7 million that have unrealized losses of approximately $7,000 as of March 31, 2015. | |||||||||||||||||
On at least a quarterly basis, we evaluate our available for sale securities, and record an “other-than-temporary impairment” (“OTTI”) if we believe their fair value is less than historical cost and it is probable that we will not collect all contractual cash flows. We did not record any OTTI during the three months ended March 31, 2015, after evaluating a number of factors including, but not limited to: | |||||||||||||||||
· | How much fair value has declined below amortized cost | ||||||||||||||||
· | The financial condition of the issuers | ||||||||||||||||
· | Significant rating agency changes on the issuer | ||||||||||||||||
· | Our intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value | ||||||||||||||||
The following table summarizes our cash, cash equivalents, restricted cash and investments as of March 31, 2015 and December 31, 2014 (in thousands): | |||||||||||||||||
31-Mar-15 | |||||||||||||||||
Cost or | Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair Value | ||||||||||||||
Cost | Gains | Losses | |||||||||||||||
Cash and cash equivalents: | |||||||||||||||||
Cash | $ | 61,612 | — | — | $ | 61,612 | |||||||||||
Money market | 4,700 | — | — | 4,700 | |||||||||||||
Cash and cash equivalents | 66,312 | — | — | 66,312 | |||||||||||||
Short-term investments: | |||||||||||||||||
Corporate notes and bonds | 4,456 | 9 | — | 4,465 | |||||||||||||
U.S. government and agency securities | 1,500 | 2 | — | 1,502 | |||||||||||||
Short-term investments | 5,956 | 11 | — | 5,967 | |||||||||||||
Long-term investments: | |||||||||||||||||
Corporate bonds and asset backed securities | 9,085 | 65 | (7 | ) | 9,143 | ||||||||||||
Long-term investments | 9,085 | 65 | (7 | ) | 9,143 | ||||||||||||
Cash, cash equivalents and investments | $ | 81,353 | 76 | (7 | ) | $ | 81,422 | ||||||||||
31-Dec-14 | |||||||||||||||||
Cost or | Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair Value | ||||||||||||||
Cost | Gains | Losses | |||||||||||||||
Cash and cash equivalents: | |||||||||||||||||
Cash | $ | 37,870 | — | — | $ | 37,870 | |||||||||||
Money market | 3,063 | — | — | 3,063 | |||||||||||||
Cash and cash equivalents | 40,933 | — | — | 40,933 | |||||||||||||
Short-term investments: | |||||||||||||||||
Corporate bonds and asset backed securities | 4,960 | 23 | (1 | ) | 4,982 | ||||||||||||
U.S. government and agency securities | 1,498 | 2 | — | 1,500 | |||||||||||||
Short-term investments | 6,458 | 25 | (1 | ) | 6,482 | ||||||||||||
Long-term investments: | |||||||||||||||||
Corporate bonds and asset backed securities | 10,178 | 46 | (9 | ) | 10,215 | ||||||||||||
Long-term investments | 10,178 | 46 | (9 | ) | 10,215 | ||||||||||||
Cash, cash equivalents and investments | $ | 57,569 | 71 | (10 | ) | $ | 57,630 | ||||||||||
The following table summarizes contractual maturities of our marketable fixed-income securities as of March 31, 2015 (in thousands): | |||||||||||||||||
Amortized | Estimated | ||||||||||||||||
Cost | Fair Value | ||||||||||||||||
Due within one year | $ | 5,956 | $ | 5,967 | |||||||||||||
Due after one year through five years | 9,057 | 9,102 | |||||||||||||||
Due after five years through ten years | 28 | 41 | |||||||||||||||
Total | $ | 15,041 | $ | 15,110 |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
We prepared the consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures are adequate to make the information presented not misleading. We recommend that these financial statements be read in conjunction with the audited financial statements and the notes thereto included in our latest annual report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on March 16, 2015. | |
In our opinion, these unaudited financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly our financial position as of March 31, 2015, our results of operations for the three months ended March 31, 2015 and our cash flows for the three months ended March 31, 2015. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. | |
Principles of Consolidation | Principles of Consolidation |
The consolidated financial statements include the accounts of Stamps.com Inc., Auctane LLC, Interapptive, Inc. and PhotoStamps Inc. In June 2014, we completed our acquisition of 100% of the outstanding equity of Auctane LLC, the Texas limited liability company that operates ShipStation (“Auctane LLC” or “ShipStation”) in a cash and contingent stock transaction. ShipStation, based in Austin, Texas, offers monthly subscription based e-commerce shipping software primarily under the brand ShipStation and Auctane. In August 2014, we completed our acquisition of 100% of the outstanding equity of Interapptive, Inc., the Missouri corporation that operates ShipWorks (“Interapptive, Inc.” or “ShipWorks”) in a cash transaction. ShipWorks, based in St Louis, Missouri, offers monthly subscription based e-commerce shipping software. | |
Because 100% of the voting control of Auctane LLC and Interapptive, Inc. is held by us, we have consolidated ShipStation and ShipWorks from the date we obtained control in the accompanying consolidated financial statements. Similarly, due to our 100% control, PhotoStamps Inc. is also consolidated in the accompanying consolidated financial statements from the date of its inception. All significant intercompany accounts and transactions have been eliminated. | |
Use of Estimates and Risk Management | Use of Estimates and Risk Management |
The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates, and such differences may be material to the financial statements. Examples include estimates of loss contingencies, promotional coupon redemptions, the number of PhotoStamps retail boxes that will not be redeemed, deferred income taxes, the estimates and assumptions used to calculate the allocation of the purchase price related to our acquisitions, including related contingent consideration, and estimates regarding the useful lives of our building, patents and other amortizable intangible assets. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Carrying amounts of certain of our financial instruments, including cash, cash equivalents, accounts receivable and accounts payable, approximate fair value due to their short maturities. The fair values of investments are determined using quoted market prices for those securities or similar financial instruments. | |
Certain contingent consideration may be payable by us in connection with our acquisition of ShipStation. The fair value of the contingent consideration is determined using valuation techniques that replicate the pay-off structure of the earn-out provision in the ShipStation transaction, and the value of each of these options was determined using the Black-Scholes-Merton option pricing framework. During the first quarter of 2015 we incurred approximately $10.7 million of charges relating to our contingent consideration liability of which $10.5 million was recorded in contingent consideration charges and $185,000 was recorded in marketing and research and development in operating expenses. Contingent consideration liability was approximately $26.5 million as of March 31, 2015. | |
Property and Equipment | Property and Equipment |
We account for property and equipment at cost less accumulated depreciation and amortization. We compute depreciation using the straight-line method over the estimated useful life of the asset, generally three to five years for furniture, fixtures and equipment and ten to forty years for building and building improvements. We have a policy of capitalizing expenditures that materially increase assets’ useful lives and charging ordinary maintenance and repairs to operations as incurred. When property or equipment is disposed of, the cost and related accumulated depreciation and amortization are removed, and any gain or loss is included in operations. | |
Goodwill | Goodwill |
Goodwill represents the excess of the fair value of consideration given over the fair value of the tangible assets, identifiable intangible assets and liabilities assumed in a business combination. We are required to test goodwill for impairment annually and whenever events or circumstances indicate the fair value of a reporting unit may be below its carrying value. Goodwill will be reviewed for impairment annually on October 1 utilizing a qualitative assessment or a two-step process. | |
Trademarks, Patents and Intangible Assets | Trademarks, Patents and Intangible Assets |
Acquired trademarks, patents and other intangibles include both amortizable and non-amortizable assets and are included in intangible assets, net in the accompanying consolidated balance sheets. Intangible assets are carried at cost less accumulated amortization. Cost associated with internally developed intangible assets is typically expensed as incurred as research and development costs. Amortization of amortizable intangible assets is calculated on a straight-line basis over the estimated useful lives of the assets, ranging from approximately 4 to 17 years. | |
Impairment of Long-Lived Assets and Intangible Assets | Impairment of Long-Lived Assets and Intangible Assets |
Long-lived assets including intangible assets with definitive useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | |
Intangible assets that have indefinite useful lives are not amortized but, instead, tested at least annually for impairment while intangible assets that have finite useful lives continue to be amortized over their respective useful lives. Intangible assets with finite lives are reviewed for impairment when events and circumstances indicate that the intangible asset might be impaired. | |
Intangible assets are tested for impairment, when required, using a two-step process. The first step is to determine the fair value of the reporting unit, which may be calculated using a discounted cash flow methodology, and compare this value to its carrying value. If the fair value exceeds the carrying value, no further work is required, and no impairment loss would be recognized. If the fair value is less than the carrying value, the second step is performed. The second step is an allocation of the fair value of the reporting unit to all of the reporting unit's assets and liabilities under a hypothetical purchase price allocation. Based on the ongoing evaluations performed by us, there was no impairment of intangible assets during the year ended December 31, 2014. | |
Income Taxes | Income Taxes |
We account for income taxes in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic No. 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized. We record a valuation allowance to reduce our gross deferred tax assets, which are primarily comprised of U.S. Federal and State tax loss carry-forwards, to the amount that is more likely than not (a likelihood of more than 50 percent) to be realized. In order for us to realize our deferred tax assets, we must be able to generate sufficient taxable income. We evaluate the appropriateness of our deferred tax assets and related valuation allowance in accordance with ASC 740 based on all available positive and negative evidence. As of March 31, 2015 and December 31, 2014 we do not have any valuation allowance recorded to reduce our gross deferred tax assets as we believe we have met the more likely than not threshold we will realize our tax loss carry-forwards in the foreseeable future. | |
Deferred Revenue | Deferred Revenue |
Our deferred revenue relates to service revenue and PhotoStamps retail boxes. Deferred revenue related to our service revenue generally arises due to the timing of payment versus the provision of services for certain customers billed in advance. We sell our PhotoStamps retail boxes to our customers through our website and selected third parties. Proceeds from the sale of our PhotoStamps retail boxes are initially recorded as a liability when received. We record the liability for outstanding PhotoStamps retail boxes in deferred revenue. | |
Revenue Recognition | Revenue Recognition |
We recognize revenue from product sales or services rendered, as well as commissions from advertising or sale of products by third party vendors to our customer base when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. | |
Service revenue is primarily derived from monthly subscription and transaction fees and is recognized in the period that services are provided. Product sales, net of return allowances, are recorded when the products are shipped and title passes to customers. Sales of items, including PhotoStamps, sold to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier. Return allowances for expected product returns, which reduce product revenue, are estimated using historical experience. Commissions from the advertising or sale of products by a third party vendor to our customer base are recognized when the revenue is earned and collection is deemed probable. | |
Customers typically pay face value for postage purchased for use through our mailing and shipping software, and the funds are transferred directly from the customers to the United States Postal Services (“USPS”). We do not recognize revenue for this postage, as it is purchased by our customers directly from the USPS. | |
PhotoStamps revenue, which includes the face value of postage, from the sale of PhotoStamps sheets and rolls is made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier. | |
Sale of PhotoStamps retail boxes are initially recorded as deferred revenue. PhotoStamps revenue related to the sale of these PhotoStamps retail boxes is subsequently recognized when either: 1) the PhotoStamps retail box is redeemed, or 2) the likelihood of the PhotoStamps retail box being redeemed is deemed remote (“breakage”) and there is no legal obligation to remit the value of the unredeemed PhotoStamps retail boxes. | |
On a limited basis, we allow third parties to offer products and promotions to our customer base. These arrangements generally provide payment in the form of a flat fee or revenue sharing arrangements where we receive payment upon customers accessing third party products and services. During the first quarter of 2015 and 2014 revenue from such advertising arrangements was not significant. | |
We provide our customers with the opportunity to purchase parcel insurance directly through our solutions. Insurance revenue represents the gross amount charged to the customer for purchasing insurance and the related cost represents the amount paid to our insurance brokers. We recognize revenue on insurance purchases upon the ship date of the insured package. | |
PhotoStamps Retail Boxes | PhotoStamps Retail Boxes |
We sell PhotoStamps retail boxes that are redeemable for PhotoStamps on our website. The PhotoStamps retail boxes are sold through various third party retail partners. Our PhotoStamps retail boxes are not subject to administrative fees on unredeemed boxes and have no expiration date. PhotoStamps retail box sales are recorded as deferred revenue. We concluded that sufficient company-specific historical evidence existed to determine the period of time after which the likelihood of the PhotoStamps retail boxes being redeemed was remote. Based on our analysis of the redemption data, we estimate that period of time to be 60 months after the sale of our PhotoStamps retail boxes. | |
We recognize breakage revenue related to our PhotoStamps retail boxes utilizing the redemption recognition method. Under the redemption recognition method, we recognize breakage revenue from unredeemed retail boxes in proportion to the revenue recognized from the retail boxes that have been redeemed. Revenue from our PhotoStamps retail boxes is included in PhotoStamps revenue. During first quarter of 2015 and 2014 PhotoStamps retail box breakage revenue was not significant. | |
Short-term financing obligation | Short- term financing obligation |
We utilize short-term financing to fund certain company operation. We have $3.1 million in short-term financing obligations, which is included in accounts payable and accrued expenses and $3.9 million of unused credit, as of March 31, 2015. | |
Subsequent Events | Subsequent Events |
We are not aware of any material subsequent events or transactions that have occurred that would require recognition in the financial statements or disclosure in the notes to the consolidated financial statements. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies [Abstract] | |||||
Future Minimum Lease Payment Under Operating Leases | The following table is a schedule of our significant contractual obligations and commercial commitments, which consist only of future minimum lease payments under operating leases as of March 31, 2015 (in thousands): | ||||
Twelve Month Period Ending March 31, | Operating | ||||
Lease Obligations | |||||
2016 | $ | 437 | |||
2017 | 262 | ||||
2018 | 267 | ||||
2019 | 204 | ||||
Thereafter | — |
Net_Loss_Income_per_Share_Tabl
Net (Loss) Income per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Net (Loss) Income per Share [Abstract] | |||||||||
Calculation of basic and diluted net (loss) income per share | The following table reconciles share amounts utilized to calculate basic and diluted net (loss) income per share (in thousands, except per share data): | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Net (loss) income | $ | (970 | ) | $ | 7,334 | ||||
Basic - weighted average common shares | 16,156 | 16,222 | |||||||
Diluted effect of common stock equivalents | — | (1) | 442 | ||||||
Diluted - weighted average common shares | 16,156 | 16,664 | |||||||
(Loss) earnings per share: | |||||||||
Basic | $ | (0.06 | ) | $ | 0.45 | ||||
Diluted | $ | (0.06 | ) | $ | 0.44 | ||||
Anti-dilutive securities excluded from computation of earnings per share | The calculation of dilutive shares excludes the effect of the following options that are considered anti-dilutive (in thousands): | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Anti-dilutive stock option shares | 3,006 | 109 |
StockBased_Employee_Compensati1
Stock-Based Employee Compensation (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Stock-Based Employee Compensation [Abstract] | |||||||||
Stock-based compensation expense | The following table sets forth the stock-based compensation expense that we recognized for the periods indicated (in thousands): | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Stock-based compensation expense relating to: | |||||||||
Employee and director stock options | $ | 2,528 | $ | 900 | |||||
Employee stock purchases | 114 | 116 | |||||||
Total stock-based compensation expense | $ | 2,642 | $ | 1,016 | |||||
Stock-based compensation expense relating to: | |||||||||
Cost of revenues | $ | 167 | $ | 101 | |||||
Sales and marketing | 722 | 193 | |||||||
Research and development | 548 | 236 | |||||||
General and administrative | 1,205 | 486 | |||||||
Total stock-based compensation expense | $ | 2,642 | $ | 1,016 | |||||
Weighted average assumptions used in Black-Scholes valuation model | The following are the weighted average assumptions used in the Black-Scholes valuation model for the periods indicated: | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Expected dividend yield | — | — | |||||||
Risk-free interest rate | 1 | % | 0.7 | % | |||||
Expected volatility | 46.14 | % | 49.7 | % | |||||
Expected life (in years) | 3.4 | 3.6 | |||||||
Expected forfeiture rate | 6 | % | 6 | % |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Goodwill and Intangible Assets [Abstract] | |||||||||||||
Schedule of acquired intangible assets | The following table summarizes our amortizable and non-amortizable intangible assets as of March 31, 2015 (in thousands): | ||||||||||||
Gross | Accumulated | Net Carrying | |||||||||||
Carrying | Amortization | Amount | |||||||||||
Amount | |||||||||||||
Patents and others | $ | 9,378 | $ | 8,656 | $ | 722 | |||||||
Customer Relationships | 11,300 | 1,128 | 10,172 | ||||||||||
Technology | 7,000 | 676 | 6,324 | ||||||||||
Non-Compete | 1,100 | 183 | 917 | ||||||||||
Trademark | 700 | 120 | 580 | ||||||||||
Total Intangible assets at March 31, 2015 | $ | 29,478 | $ | 10,763 | $ | 18,715 | |||||||
Schedule of future amortization expense | Our estimated amortization expense for the next five years and thereafter is as follows (in thousands): | ||||||||||||
Twelve Month Period Ending March 31, | Estimated Amortization Expense | ||||||||||||
2016 | $ | 2,931 | |||||||||||
2017 | 2,897 | ||||||||||||
2018 | 2,895 | ||||||||||||
2019 | 2,611 | ||||||||||||
2020 | 2,460 | ||||||||||||
Thereafter | 4,433 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||
Financial assets measured at fair value on a recurring basis | The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands): | ||||||||||||||||
Fair Value Measurement at Reporting Date Using | |||||||||||||||||
Description | March 31, | Quoted Prices | Significant | Significant | |||||||||||||
2015 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash and cash equivalents | $ | 66,312 | $ | 66,312 | $ | — | $ | — | |||||||||
Available-for-sale debt securities | 15,110 | — | 15,110 | — | |||||||||||||
Total | $ | 81,422 | $ | 66,312 | $ | 15,110 | $ | — | |||||||||
Fair Value Measurement at Reporting Date Using | |||||||||||||||||
Description | December 31, | Quoted Prices | Significant | Significant | |||||||||||||
2014 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash and cash equivalents | $ | 40,933 | $ | 40,933 | $ | — | $ | — | |||||||||
Available-for-sale debt securities | 16,697 | — | 16,697 | — | |||||||||||||
Total | $ | 57,630 | $ | 40,933 | $ | 16,697 | $ | — | |||||||||
Contingent consideration measured at fair value on a recurring basis | The following table summarizes our contingent consideration measured at fair value on a recurring basis (in thousands): | ||||||||||||||||
Fair Value Measurement at Reporting Date Using | |||||||||||||||||
Description | March 31, | Quoted Prices | Significant | Significant | |||||||||||||
2015 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Contingent consideration – current | $ | 26,487 | $ | — | $ | — | $ | 26,487 | |||||||||
Reconciliation of contingent consideration obligation | The following table represents a reconciliation of contingent consideration obligation measured on a recurring basis using significant unobservable inputs (level 3) as of March 31, 2015 (in thousands): | ||||||||||||||||
31-Mar-15 | |||||||||||||||||
Beginning of year balance | $ | 25,015 | |||||||||||||||
Contingent consideration distribution | (9,225 | ) | |||||||||||||||
Contingent consideration charges (1) | 10,512 | ||||||||||||||||
Contingent consideration compensation expense (1) | 185 | ||||||||||||||||
End of quarter balance | $ | 26,487 | |||||||||||||||
-1 | This amount represents fair value adjustment during the first quarter of 2015 to contingent consideration recorded associated with the acquisition of ShipStation. The $10.5 million contingent consideration charge is recorded as a separate line item in our consolidated statement of income. The $185,000 compensation expense for the adjustment of contingent consideration liability relating to certain employees is recorded in marketing and research and development in operating expense. |
Cash_Equivalents_and_Investmen1
Cash Equivalents and Investments (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Cash Equivalents and Investments [Abstract] | |||||||||||||||||
Cash, cash equivalents, restricted cash and investments | The following table summarizes our cash, cash equivalents, restricted cash and investments as of March 31, 2015 and December 31, 2014 (in thousands): | ||||||||||||||||
31-Mar-15 | |||||||||||||||||
Cost or | Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair Value | ||||||||||||||
Cost | Gains | Losses | |||||||||||||||
Cash and cash equivalents: | |||||||||||||||||
Cash | $ | 61,612 | — | — | $ | 61,612 | |||||||||||
Money market | 4,700 | — | — | 4,700 | |||||||||||||
Cash and cash equivalents | 66,312 | — | — | 66,312 | |||||||||||||
Short-term investments: | |||||||||||||||||
Corporate notes and bonds | 4,456 | 9 | — | 4,465 | |||||||||||||
U.S. government and agency securities | 1,500 | 2 | — | 1,502 | |||||||||||||
Short-term investments | 5,956 | 11 | — | 5,967 | |||||||||||||
Long-term investments: | |||||||||||||||||
Corporate bonds and asset backed securities | 9,085 | 65 | (7 | ) | 9,143 | ||||||||||||
Long-term investments | 9,085 | 65 | (7 | ) | 9,143 | ||||||||||||
Cash, cash equivalents and investments | $ | 81,353 | 76 | (7 | ) | $ | 81,422 | ||||||||||
31-Dec-14 | |||||||||||||||||
Cost or | Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair Value | ||||||||||||||
Cost | Gains | Losses | |||||||||||||||
Cash and cash equivalents: | |||||||||||||||||
Cash | $ | 37,870 | — | — | $ | 37,870 | |||||||||||
Money market | 3,063 | — | — | 3,063 | |||||||||||||
Cash and cash equivalents | 40,933 | — | — | 40,933 | |||||||||||||
Short-term investments: | |||||||||||||||||
Corporate bonds and asset backed securities | 4,960 | 23 | (1 | ) | 4,982 | ||||||||||||
U.S. government and agency securities | 1,498 | 2 | — | 1,500 | |||||||||||||
Short-term investments | 6,458 | 25 | (1 | ) | 6,482 | ||||||||||||
Long-term investments: | |||||||||||||||||
Corporate bonds and asset backed securities | 10,178 | 46 | (9 | ) | 10,215 | ||||||||||||
Long-term investments | 10,178 | 46 | (9 | ) | 10,215 | ||||||||||||
Cash, cash equivalents and investments | $ | 57,569 | 71 | (10 | ) | $ | 57,630 | ||||||||||
Contractual maturities of marketable fixed-income securities | The following table summarizes contractual maturities of our marketable fixed-income securities as of March 31, 2015 (in thousands): | ||||||||||||||||
Amortized | Estimated | ||||||||||||||||
Cost | Fair Value | ||||||||||||||||
Due within one year | $ | 5,956 | $ | 5,967 | |||||||||||||
Due after one year through five years | 9,057 | 9,102 | |||||||||||||||
Due after five years through ten years | 28 | 41 | |||||||||||||||
Total | $ | 15,041 | $ | 15,110 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Jun. 10, 2014 | Aug. 29, 2014 | |
Principles of Consolidation [Abstract] | ||||
Percentage of voting control in Auctane LLC (in hundredths) | 100.00% | |||
Contingent Consideration [Abstract] | ||||
Charges relating to contingent consideration liability | $10,700,000 | |||
Contingent consideration charges | 10,512,000 | 0 | ||
Marketing, research and development expenses | 185,000 | |||
Contingent consideration liability | $26,500,000 | |||
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 4 years | |||
Minimum [Member] | Furniture, Fixtures and Equipment [Member] | ||||
Property and Equipment [Abstract] | ||||
Estimated useful life | 3 years | |||
Minimum [Member] | Building and Building Improvements [Member] | ||||
Property and Equipment [Abstract] | ||||
Estimated useful life | 10 years | |||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 17 years | |||
Maximum [Member] | Furniture, Fixtures and Equipment [Member] | ||||
Property and Equipment [Abstract] | ||||
Estimated useful life | 5 years | |||
Maximum [Member] | Building and Building Improvements [Member] | ||||
Property and Equipment [Abstract] | ||||
Estimated useful life | 40 years | |||
ShipStation [Member] | ||||
Principles of Consolidation [Abstract] | ||||
Percentage of outstanding equity in Auctane LLC purchased (in hundredths) | 100.00% | |||
ShipWorks [Member] | ||||
Principles of Consolidation [Abstract] | ||||
Percentage of outstanding equity in Auctane LLC purchased (in hundredths) | 100.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies, Part II (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Criteria | ||
Income Taxes [Abstract] | ||
Percentage of realization of deferred tax assets, minimum (in hundredths) | 50.00% | |
Revenue Recognition [Abstract] | ||
Number of criteria to be met for recognition of revenue | 4 | |
PhotoStamps Retail Boxes [Abstract] | ||
Period of redemption of PhotoStamps retail boxes | 60 months | |
Short-term Borrowing [Abstract] | ||
Accounts payable and accrued expenses | $30,613,000 | $22,521,000 |
Unused credits | $3,900,000 |
Acquisition_Details
Acquisition (Details) (Endicia [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Business Acquisition [Line Items] | |
Business acquisition | $215,000,000 |
Period in which Agreement can be terminated | 6 months |
Period of automatic extension of Agreement | 18 months |
Reduced period in which Agreement can be terminated | 12 months |
Termination fees for Stock Purchase Agreement | 10,750,000 |
Term Loan Facility [Member] | |
Business Acquisition [Line Items] | |
Aggregate principal amount | 82,500,000 |
Revolving Credit Facility [Member] | |
Business Acquisition [Line Items] | |
Aggregate principal amount | $82,500,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Future minimum lease payment under operating leases [Abstract] | |
2016 | $437 |
2017 | 262 |
2018 | 267 |
2019 | 204 |
Thereafter | $0 |
Net_Loss_Income_per_Share_Deta
Net (Loss) Income per Share (Details) (USD $) | 3 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Computation of basic and diluted net income per share [Abstract] | |||
Net (loss) income | ($970) | $7,334 | |
Basic - weighted average common shares (in shares) | 16,156 | 16,222 | |
Diluted effect of common stock equivalents (in shares) | 0 | [1] | 442 |
Diluted - weighted average common shares (in shares) | 16,156 | [1] | 16,664 |
(Loss) earnings per share [Abstract] | |||
Basic (in dollars per share) | ($0.06) | $0.45 | |
Diluted (in dollars per share) | ($0.06) | $0.44 | |
Stock Options [Member] | |||
Anti-dilutive shares excluded from computation of diluted shares [Abstract] | |||
Anti-dilutive stock option shares (in shares) | 3,006 | 109 | |
[1] | Common equivalent shares are excluded from the diluted earnings per share calculation as their effect is anti-dilutive. |
StockBased_Employee_Compensati2
Stock-Based Employee Compensation (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $2,642 | $1,016 |
Weighted average assumptions used in Black-Scholes valuation model [Abstract] | ||
Expected dividend yield (in hundredths) | 0.00% | 0.00% |
Risk-free interest rate (in hundredths) | 1.00% | 0.70% |
Expected volatility (in hundredths) | 46.14% | 49.70% |
Expected life | 3 years 4 months 24 days | 3 years 7 months 6 days |
Expected forfeiture rate (in hundredths) | 6.00% | 6.00% |
Employee and director stock options [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 2,528 | 900 |
Employee stock purchases [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 114 | 116 |
Cost of revenues [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 167 | 101 |
Sales and marketing [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 722 | 193 |
Research and development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 548 | 236 |
General and administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $1,205 | $486 |
Maximum [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Vesting period | 5 years |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Intangible Assets [Abstract] | |||
Gross Carrying Amount | $29,478,000 | ||
Accumulated Amortization | 10,763,000 | ||
Net Carrying Amount | 18,715,000 | ||
Goodwill | 66,893,000 | 66,893,000 | |
Amortization of intangible assets | 855,000 | 49,000 | |
Identifiable intangible assets, weighted average remaining useful life | 6 years 2 months 12 days | ||
Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2016 | 2,931,000 | ||
2017 | 2,897,000 | ||
2018 | 2,895,000 | ||
2019 | 2,611,000 | ||
2020 | 2,460,000 | ||
Thereafter | 4,433,000 | ||
Patents and Others [Member] | |||
Intangible Assets [Abstract] | |||
Gross Carrying Amount | 9,378,000 | ||
Accumulated Amortization | 8,656,000 | ||
Net Carrying Amount | 722,000 | ||
Customer Relationships [Member] | |||
Intangible Assets [Abstract] | |||
Gross Carrying Amount | 11,300,000 | ||
Accumulated Amortization | 1,128,000 | ||
Net Carrying Amount | 10,172,000 | ||
Technology [Member] | |||
Intangible Assets [Abstract] | |||
Gross Carrying Amount | 7,000,000 | ||
Accumulated Amortization | 676,000 | ||
Net Carrying Amount | 6,324,000 | ||
Non-Compete [Member] | |||
Intangible Assets [Abstract] | |||
Gross Carrying Amount | 1,100,000 | ||
Accumulated Amortization | 183,000 | ||
Net Carrying Amount | 917,000 | ||
Trademark [Member] | |||
Intangible Assets [Abstract] | |||
Gross Carrying Amount | 700,000 | ||
Accumulated Amortization | 120,000 | ||
Net Carrying Amount | $580,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | |
Income Taxes [Abstract] | |||||
Income tax benefit due to release of valuation allowance | $9,600,000 | $345,000 | $3,600,000 | ||
Total net income tax expense for corporate alternative minimum federal and state taxes | 172,000 | ||||
Total net tax benefit | ($1,120,000) |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Contingent consideration beginning of the period | $25,015 | |||
Contingent consideration distribution | -9,225 | |||
Contingent consideration charges (1) | 10,512 | 0 | ||
Contingent consideration compensation expense (1) | 185 | [1] | ||
Contingent consideration beginning of the period | 26,487 | |||
Financial assets measured at fair value on a recurring basis [Abstract] | ||||
Available-for-sale debt securities | 15,110 | |||
Contingent consideration measured at fair value on a recurring basis [Abstract] | ||||
Contingent consideration - current | 26,487 | 9,225 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Contingent consideration beginning of the period | 25,015 | |||
Contingent consideration distribution | -9,225 | |||
Contingent consideration charges (1) | 10,512 | 0 | ||
Contingent consideration compensation expense (1) | 185 | [1] | ||
Contingent consideration beginning of the period | 26,487 | |||
Recurring [Member] | ||||
Financial assets measured at fair value on a recurring basis [Abstract] | ||||
Cash equivalents | 66,312 | 40,933 | ||
Available-for-sale debt securities | 15,110 | 16,697 | ||
Total | 81,422 | 57,630 | ||
Contingent consideration measured at fair value on a recurring basis [Abstract] | ||||
Contingent consideration - current | 26,487 | |||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||||
Financial assets measured at fair value on a recurring basis [Abstract] | ||||
Cash equivalents | 66,312 | 40,933 | ||
Available-for-sale debt securities | 0 | 0 | ||
Total | 66,312 | 40,933 | ||
Contingent consideration measured at fair value on a recurring basis [Abstract] | ||||
Contingent consideration - current | 0 | |||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||
Financial assets measured at fair value on a recurring basis [Abstract] | ||||
Cash equivalents | 0 | 0 | ||
Available-for-sale debt securities | 15,110 | 16,697 | ||
Total | 15,110 | 16,697 | ||
Contingent consideration measured at fair value on a recurring basis [Abstract] | ||||
Contingent consideration - current | 0 | |||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||
Financial assets measured at fair value on a recurring basis [Abstract] | ||||
Cash equivalents | 0 | 0 | ||
Available-for-sale debt securities | 0 | 0 | ||
Total | 0 | 0 | ||
Contingent consideration measured at fair value on a recurring basis [Abstract] | ||||
Contingent consideration - current | $26,487 | |||
[1] | This amount represents fair value adjustment during the first quarter of 2015 to contingent consideration recorded associated with the acquisition of ShipStation. The $10.5 million contingent consideration charge is recorded as a separate line item in our consolidated statement of income. The $185,000 compensation expense for the adjustment of contingent consideration liability relating to certain employees is recorded in marketing and research and development in operating expense. |
Cash_Equivalents_and_Investmen2
Cash Equivalents and Investments (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Security | ||||
Cash Equivalents and Investments [Abstract] | ||||
Number of securities held | 6 | |||
Fair value of securities | $2,700,000 | |||
Unrealized losses on security held | 7,000 | |||
Cash and cash equivalents [Abstract] | ||||
Cost or amortized cost | 66,312,000 | 40,933,000 | 83,248,000 | 66,674,000 |
Contractual maturities of marketable fixed-income securities [Abstract] | ||||
Due within one year, amortized cost | 5,956,000 | |||
Due after one year through five years, amortized cost | 9,057,000 | |||
Due after five year through ten years, amortized cost | 28,000 | |||
Total, Amortized Cost | 15,041,000 | |||
Due within one year, estimated fair value | 5,967,000 | |||
Due after one year through five years, estimated fair value | 9,102,000 | |||
Due after five year through ten years, estimated fair value | 41,000 | |||
Total, Estimated Fair Value | 15,110,000 | |||
Cash and cash equivalents [Member] | ||||
Cash and cash equivalents [Abstract] | ||||
Cost or amortized cost | 66,312,000 | 40,933,000 | ||
Gross unrealized gains | 0 | 0 | ||
Gross unrealized Losses | 0 | 0 | ||
Estimated fair value | 66,312,000 | 40,933,000 | ||
Short-term investments [Member] | ||||
Cash and cash equivalents [Abstract] | ||||
Cost or amortized cost | 5,956,000 | 6,458,000 | ||
Gross unrealized gains | 11,000 | 25,000 | ||
Gross unrealized Losses | 0 | -1,000 | ||
Estimated fair value | 5,967,000 | 6,482,000 | ||
Long-term investments [Member] | ||||
Cash and cash equivalents [Abstract] | ||||
Cost or amortized cost | 9,085,000 | 10,178,000 | ||
Gross unrealized gains | 65,000 | 46,000 | ||
Gross unrealized Losses | -7,000 | -9,000 | ||
Estimated fair value | 9,143,000 | 10,215,000 | ||
Cash, cash equivalents and investments [Member] | ||||
Cash and cash equivalents [Abstract] | ||||
Cost or amortized cost | 81,353,000 | 57,569,000 | ||
Gross unrealized gains | 76,000 | 71,000 | ||
Gross unrealized Losses | -7,000 | -10,000 | ||
Estimated fair value | 81,422,000 | 57,630,000 | ||
Cash [Member] | Cash and cash equivalents [Member] | ||||
Cash and cash equivalents [Abstract] | ||||
Cost or amortized cost | 61,612,000 | 37,870,000 | ||
Gross unrealized gains | 0 | 0 | ||
Gross unrealized Losses | 0 | 0 | ||
Estimated fair value | 61,612,000 | 37,870,000 | ||
Money market [Member] | Cash and cash equivalents [Member] | ||||
Cash and cash equivalents [Abstract] | ||||
Cost or amortized cost | 4,700,000 | 3,063,000 | ||
Gross unrealized gains | 0 | 0 | ||
Gross unrealized Losses | 0 | 0 | ||
Estimated fair value | 4,700,000 | 3,063,000 | ||
Corporate bonds and asset backed securities [Member] | Short-term investments [Member] | ||||
Cash and cash equivalents [Abstract] | ||||
Cost or amortized cost | 4,960,000 | |||
Gross unrealized gains | 23,000 | |||
Gross unrealized Losses | -1,000 | |||
Estimated fair value | 4,982,000 | |||
Corporate bonds and asset backed securities [Member] | Short-term investments [Member] | ||||
Cash and cash equivalents [Abstract] | ||||
Cost or amortized cost | 4,456,000 | |||
Gross unrealized gains | 9,000 | |||
Gross unrealized Losses | 0 | |||
Estimated fair value | 4,465,000 | |||
Corporate bonds and asset backed securities [Member] | Long-term investments [Member] | ||||
Cash and cash equivalents [Abstract] | ||||
Cost or amortized cost | 9,085,000 | 10,178,000 | ||
Gross unrealized gains | 65,000 | 46,000 | ||
Gross unrealized Losses | -7,000 | -9,000 | ||
Estimated fair value | 9,143,000 | 10,215,000 | ||
U.S. government and agency securities [Member] | Short-term investments [Member] | ||||
Cash and cash equivalents [Abstract] | ||||
Cost or amortized cost | 1,500,000 | 1,498,000 | ||
Gross unrealized gains | 2,000 | 2,000 | ||
Gross unrealized Losses | 0 | 0 | ||
Estimated fair value | $1,502,000 | $1,500,000 |