Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 |
Text Block [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies |
Principles of Consolidation |
The accompanying consolidated financial statements include the accounts and results of operations of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements. |
Use of Estimates |
The preparation of financial statements in conformity with United States generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from these estimates. |
Revision of Prior Period Amounts |
The Company revised the presentation of excess tax benefit related to share based compensation in the statement of cash flows for the years ended December 31, 2012 and 2011. This item was previously reflected as a cash inflow from operating activities rather than financing activities. The revision decreased cash flows from operating activities and increased cash flows from financing activities by $0.6 million and $0.1 million for the years ended December 31, 2012 and 2011, respectively. There was no impact on cash and cash equivalents. The Company concluded that the correction was immaterial to all prior annual and quarterly periods. |
Cash Equivalents and Restricted Cash |
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are held in money market accounts. Restricted cash consists primarily of certificates of deposit that are securing letters of credit related to operating leases for office space. The Company had long-term restricted cash of $0.6 million at December 31, 2013 and 2012. |
Investments in Marketable Securities |
Marketable debt securities that the Company does not intend to hold to maturity are classified as available-for-sale, are carried at fair value and are included on the Company’s consolidated balance sheet as either short-term or long-term investments depending on their maturity. Investments with original maturities greater than three months that mature less than one year from the consolidated balance sheet date are classified as short-term investments. Investments with maturities greater than one year from the consolidated balance sheet date are classified as long-term investments. Available-for-sale investments are marked-to-market at the end of each reporting period, with unrealized holding gains or losses, which represent temporary changes in the fair value of the investment, reflected in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. The Company’s primary objective when investing excess cash is preservation of principal. The following table summarizes the Company's investments: |
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| December 31, 2013 | | December 31, 2012 | | | | |
| Contracted | | Carrying | | Contracted | | Carrying | | | | |
Maturity | Value | Maturity | Value | | | | |
| | | (in thousands) | | | | (in thousands) | | | | |
Money market funds | demand | | $ | 48,256 | | | demand | | $ | 63,189 | | | | | |
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Total cash equivalents | | | $ | 48,256 | | | | | $ | 63,189 | | | | | |
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U.S. agency notes | 2 - 329 days | | $ | 35,534 | | | 17 - 304 days | | $ | 25,632 | | | | | |
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Commercial paper | 7 - 31 days | | 4,999 | | | 3 - 214 days | | 27,489 | | | | | |
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Corporate bonds | 10 - 325 days | | 53,131 | | | 31 - 227 days | | 19,954 | | | | | |
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Total short-term investments | | | $ | 93,664 | | | | | $ | 73,075 | | | | | |
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U.S. agency notes | 386 - 605 days | | $ | 15,006 | | | 399 - 610 days | | $ | 18,135 | | | | | |
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Corporate bonds | 407 - 472 days | | 8,334 | | | 389 - 560 days | | 11,967 | | | | | |
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Total long-term investments | | | $ | 23,340 | | | | | $ | 30,102 | | | | | |
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The following table summarizes the Company's investments at December 31, 2013 (in thousands): |
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| Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
U.S. agency notes | $ | 50,533 | | | $ | 18 | | | $ | (11 | ) | | $ | 50,540 | |
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Commercial paper | 4,999 | | | — | | | — | | | 4,999 | |
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Corporate bonds | 61,448 | | | 41 | | | (24 | ) | | 61,465 | |
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Total investments | $ | 116,980 | | | $ | 59 | | | $ | (35 | ) | | $ | 117,004 | |
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The following table summarizes the Company's investments at December 31, 2012 (in thousands): |
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| Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
U.S. agency notes | $ | 43,750 | | | $ | 17 | | | $ | — | | | $ | 43,767 | |
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Commercial paper | 27,487 | | | 2 | | | — | | | 27,489 | |
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Corporate bonds | 31,921 | | | 11 | | | (11 | ) | | 31,921 | |
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Total investments | $ | 103,158 | | | $ | 30 | | | $ | (11 | ) | | $ | 103,177 | |
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Fair Value Measurements |
The following table summarizes the carrying and fair value of the Company’s financial assets (in thousands): |
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| December 31, 2013 | | December 31, 2012 |
| Carrying | | Fair Value | | Carrying | | Fair Value |
Value | Value |
Assets | | | | | | | |
Cash equivalents and certificates of deposit * | $ | 48,837 | | | $ | 48,837 | | | $ | 63,795 | | | $ | 63,795 | |
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Short and long-term investments | 117,004 | | | 117,004 | | | 103,177 | | | 103,177 | |
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Total assets | $ | 165,841 | | | $ | 165,841 | | | $ | 166,972 | | | $ | 166,972 | |
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* | Includes $0.6 million of restricted cash as of December 31, 2013 and 2012 and excludes $21.6 million and $27.4 million of operating cash balances as of December 31, 2013 and 2012, respectively. | | | | | | | | | | | | | | |
The carrying amounts of the Company’s other financial instruments, accounts receivable, accounts payable and accrued expenses, approximate their respective fair values due to their short term nature. (See Note 9 Borrowings for additional information on fair value of debt.) |
The Company uses a three-tier fair value measurement hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The three tiers are defined as follows: |
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• | Level 1. Observable inputs based on unadjusted quoted prices in active markets for identical instruments and include the Company’s investments in money market funds and certificates of deposit; | | | | | | | | | | | | | | |
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• | Level 2. Inputs valued using quoted market prices for similar instruments, nonbinding market prices that are corroborated by observable market data and include the Company’s investments and marketable securities in U.S. agency notes, commercial paper and corporate bonds; and | | | | | | | | | | | | | | |
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• | Level 3. Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions. | | | | | | | | | | | | | | |
Assets Measured at Fair Value on a Recurring Basis |
The Company evaluates its financial assets subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period. This determination requires significant judgments to be made. There were no transfers between classification levels during the periods. The following table summarizes the values (in thousands): |
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| December 31, | | Level 1 | | Level 2 | | Level 3 |
2013 |
Money market funds | $ | 48,256 | | | $ | 48,256 | | | $ | — | | | $ | — | |
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Certificates of deposit | 581 | | | 581 | | | — | | | — | |
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Total cash equivalents and certificates of deposit * | 48,837 | | | 48,837 | | | — | | | — | |
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U.S. agency notes | 50,540 | | | — | | | 50,540 | | | — | |
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Commercial paper | 4,999 | | | — | | | 4,999 | | | — | |
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Corporate bonds | 61,465 | | | — | | | 61,465 | | | — | |
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Total investments | 117,004 | | | — | | | 117,004 | | | — | |
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Total cash equivalents, certificates of deposit and investments | $ | 165,841 | | | $ | 48,837 | | | $ | 117,004 | | | $ | — | |
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| December 31, | | Level 1 | | Level 2 | | Level 3 |
2012 |
Money market funds | $ | 63,189 | | | $ | 63,189 | | | $ | — | | | $ | — | |
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Certificates of deposit | 606 | | | 606 | | | — | | | — | |
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Total cash equivalents and certificates of deposit * | 63,795 | | | 63,795 | | | — | | | — | |
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U.S. agency notes | 43,767 | | | — | | | 43,767 | | | — | |
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Commercial paper | 27,489 | | | — | | | 27,489 | | | — | |
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Corporate bonds | 31,921 | | | — | | | 31,921 | | | — | |
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Total investments | 103,177 | | | — | | | 103,177 | | | — | |
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Total cash equivalents, certificates of deposit and investments | $ | 166,972 | | | $ | 63,795 | | | $ | 103,177 | | | $ | — | |
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* | Includes $0.6 million of restricted cash as of December 31, 2013 and 2012 and excludes $21.6 million and $27.4 million of operating cash balances as of December 31, 2013 and 2012, respectively. | | | | | | | | | | | | | | |
Assets Measured at Fair Value on a Nonrecurring Basis |
The Company measures certain assets, including property and equipment, goodwill and intangible assets, at fair value on a nonrecurring basis. These assets are recognized at fair value when they are deemed to be other-than-temporarily impaired. During the years ended December 31, 2013, 2012 and 2011, there were no fair value measurements of assets or liabilities measured at fair value on a nonrecurring basis subsequent to their initial recognition. |
Concentration of Credit Risk |
Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. All of the Company’s cash and cash equivalents and marketable securities are held at financial institutions that management believes to be of high credit quality. The Company’s cash and cash equivalent accounts may exceed federally insured limits at times. The Company has not experienced any losses on cash and cash equivalents to date. To manage accounts receivable risk, the Company evaluates the creditworthiness of its customers and maintains an allowance for doubtful accounts. |
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The following customers represented 10% or more of revenue or accounts receivable: |
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| Year Ended December 31, | | December 31, | | | |
| 2013 | | 2012 | | 2011 | | 2013 | | 2012 | | | |
| Revenue | | Accounts Receivable | | | |
Company A | * | | * | | 11 | % | | 13 | % | | 16 | % | | | |
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* | Represented less than 10% | | | | | | | | | | | | | | |
Accounts Receivable and Allowance for Doubtful Accounts |
Accounts receivable are derived from sales to customers. Each customer is evaluated for creditworthiness through a credit review process at the time of each order. Accounts receivable are stated at realizable value, net of an allowance for doubtful accounts that is maintained for estimated losses that would result from the inability of some customers to make payments as they become due. The allowance is based on an analysis of past due amounts and ongoing credit evaluations. Collection experience has been consistent with the Company’s estimates. |
Property and Equipment |
Property and equipment are stated at cost, less accumulated depreciation and amortization. Replacements and major improvements are capitalized; maintenance and repairs are charged to expense as incurred. |
Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets per the table below: |
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Equipment | 3 years | | | | | | | | | | | | | | |
Software | 1.5 - 3 years | | | | | | | | | | | | | | |
Furniture and fixtures | 5 years | | | | | | | | | | | | | | |
Leasehold improvements are amortized over the shorter of the term of the lease and the estimated useful life of the assets. |
Business Combinations |
In a business combination, the Company allocates the purchase price to the acquired business’ identifiable assets and liabilities at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. The excess, if any, of the fair value of the identifiable assets acquired and liabilities assumed over the consideration transferred is recognized as a gain within other income in the consolidated statement of operations as of the acquisition date. |
To date, the assets acquired and liabilities assumed in the Company’s business combinations have primarily consisted of acquired working capital, definite-lived intangible assets and goodwill. The carrying value of acquired working capital approximates its fair value, given the short-term nature of these assets and liabilities. The Company estimates the fair value of definite-lived intangible assets acquired using a discounted cash flow approach, which includes an analysis of the future cash flows expected to be generated by such assets and the risk associated with achieving such cash flows. The key assumptions used in the discounted cash flow model include the discount rate that is applied to the discretely forecasted future cash flows to calculate the present value of those cash flows and the estimate of future cash flows attributable to the acquired intangible, which include revenue, operating expenses and taxes. The Company's estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill. |
Goodwill |
Goodwill represents the excess of (a) the aggregate of the fair value of consideration transferred in a business combination, over (b) the fair value of assets acquired, net of liabilities assumed. Goodwill is not amortized, but is subject to annual impairment tests as described below. |
The Company tests goodwill for impairment annually on December 31, or more frequently if events or changes in business circumstances indicate the asset might be impaired. The Company may first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test included in U.S. GAAP. To the extent the assessment identifies adverse conditions, or if the Company elects to bypass the qualitative assessment, goodwill is tested for impairment at the reporting unit level using a two-step approach. The first step is to compare the fair value of the reporting unit to the carrying value of the net assets assigned to the reporting unit. If the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, the assigned goodwill is not considered impaired. If the fair value is less than the reporting unit’s carrying value, step two is performed to measure the amount of the impairment, if any. In the second step, the fair value of goodwill is determined by deducting the fair value of the reporting unit’s identifiable assets and liabilities from the fair value of the reporting unit as a whole, as if the reporting unit had just been acquired and the purchase price were being initially allocated. If the carrying value of goodwill exceeds the implied fair value, an impairment charge would be recorded to operating expenses in the consolidated statement of operations in the period the determination is made. |
The Company has determined that it has one reporting unit, BroadSoft, Inc., which is the consolidated entity. Based on the results of the Company’s annual goodwill impairment testing, there was no indication of impairment as of December 31, 2013, 2012 or 2011. (See Note 4 Goodwill and Intangibles.) |
Identifiable Intangible Assets |
The Company acquired intangible assets in connection with certain of its business acquisitions. These assets were recorded at their estimated fair values at the acquisition date and are amortized over their respective estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are used. Estimated useful lives are determined based on the Company’s historical use of similar assets and the expectation of future realization of revenue attributable to the intangible assets. In those cases where the Company determines that the useful life of an intangible asset should be shortened, the Company amortizes the net book value in excess of the estimated salvage value over its revised remaining useful life. The Company did not revise the useful life estimates attributed to any of the Company’s intangible assets during the years ended December 31, 2013, 2012 or 2011. (See Note 4 Goodwill and Intangibles.) |
The estimated useful lives used in computing amortization are as follows: |
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Customer relationships | 3 - 8 years | | | | | | | | | | | | | | |
Developed technology | 2 - 6 years | | | | | | | | | | | | | | |
Non-compete agreement | 1 year | | | | | | | | | | | | | | |
Tradenames | 1 - 7 years | | | | | | | | | | | | | | |
Impairment of Long-Lived Assets |
The Company reviews long-lived assets, including property and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate 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 the assets to future undiscounted net cash flows expected to be generated by the assets. Assets to be disposed of are recorded at the lower of the carrying amount or fair value less costs to sell. Recoverability measurement and estimating of undiscounted cash flows for assets to be held and used is done at the lowest possible levels for which there are identifiable cash flows. If such assets are considered impaired, the amount of impairment recognized would be equal to the amount by which the carrying amount of the assets exceeds the fair value of the assets, which the Company would compute using a discounted cash flow approach. There was no impairment of long-lived assets during the years ended December 31, 2013, 2012 or 2011. |
Deferred Financing Costs |
The Company amortizes deferred financing costs using the effective-interest method and records such amortization as interest expense. |
Revenue Recognition |
The Company’s revenue is generated from the sales of software licenses and related maintenance for those licenses, professional services and subscription and usage fees related to the cloud offering. The Company’s software licenses, subscription and maintenance contracts and professional services are sold directly through its own sales force and indirectly through distribution partners. |
License Software |
Revenue from software licenses is recognized when the following four basic criteria are met as follows: |
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• | Persuasive evidence of an arrangement. For direct sales, an agreement signed by the Company and by the customer, in conjunction with a non-cancelable purchase order or executed sales quote from the customer, is deemed to represent persuasive evidence of an arrangement. For sales through distribution partners, a purchase order or executed sales quote, in conjunction with a reseller agreement with the distribution partner and evidence of the distribution partner's customer, is deemed to represent persuasive evidence of an arrangement. Revenue is deferred for sales through a distribution partner without proof of the distribution partner's customer. | | | | | | | | | | | | | | |
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• | Delivery has occurred. Delivery is deemed to have occurred when the customer is given electronic access to the licensed software and a license key for the software has been delivered or made available. If an arrangement contains a requirement to deliver additional elements essential to the functionality of the delivered element, revenue associated with the arrangement is recognized when delivery of the final element has occurred. | | | | | | | | | | | | | | |
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• | Fees are fixed or determinable. The Company considers the fee to be fixed or determinable unless the fee is subject to refund or adjustment or is not payable within normal payment terms. If the fee is subject to refund or adjustment, revenue is recognized when the refund or adjustment right lapses. If payment terms exceed the Company’s normal terms, revenue is recognized as the amounts become due and payable or upon the receipt of cash if collection is not probable. | | | | | | | | | | | | | | |
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• | Collection is probable. Each customer is evaluated for creditworthiness through a credit review process at the inception of an arrangement. Collection is deemed probable if, based upon the Company’s evaluation, the Company expects that the customer will be able to pay amounts under the arrangement as payments become due. If it is determined that collection is not probable, revenue is deferred and recognized upon cash collection. | | | | | | | | | | | | | | |
The warranty period for the Company’s licensed software is generally 90 days. |
The Company delivers its licensed software primarily by utilizing electronic media. Revenue includes amounts billed for shipping and handling and such amounts represent less than 1% of revenue. Cost of license software revenue includes shipping and handling costs. |
Subscription and Maintenance Support |
The Company typically sells annual maintenance support contracts in combination with license software sales. Maintenance support enables the customer to continue receiving software maintenance and support after the warranty period has expired. Maintenance support is renewable at the option of the customer. When customers prepay for the annual maintenance support, the related revenue is deferred and recognized ratably over the term of the maintenance period. Generally, rates for maintenance support, including subsequent renewal rates, are established based upon a specific percentage of net license fees as set forth in the arrangement. Maintenance support includes the right to unspecified product upgrades on an if-and-when available basis. |
The Company’s subscription revenue is generated from a recurring fee and/or a usage based fee from customers purchasing the Company's cloud offering. Under these arrangements, the Company is generally paid a recurring fee calculated based on the number of seats and type of service purchased or a usage fee based on the actual number of transactions. Revenue related to the recurring fee is recognized ratably over the contract term beginning with the date our service is made available to the customer. The usage fee is recognized as revenue in the period in which the transactions occur. Subscription agreements do not provide customers with the right to take possession of the underlying software at any time. |
Professional Services and Other |
Revenue from professional services includes implementation, training and consulting fees and is generally recognized as services are performed. Services are generally not considered essential to the functionality of the licensed software. |
Costs related to shipping and handling and billable travel expenses are included in cost of revenue. |
Multiple Element Arrangements |
The Company accounts for multiple element arrangements that consist of software and software-related services, collectively referred to as “software elements”, in accordance with industry specific accounting guidance for software and software-related transactions. For such transactions, the Company generally allocates revenue to the software license by determining the fair value of the undelivered elements, which is usually maintenance support and professional services. The Company establishes vendor-specific objective evidence ("VSOE") of the fair value of the maintenance support based on the renewal price as stated in the agreement and as charged in the first optional renewal period under the arrangement. VSOE for professional services is determined based on an analysis of our historical daily rates when these professional services are sold separately from the software license. |
For the Company's cloud offering, multiple element arrangements that include subscription and professional services, the Company allocates revenue to all deliverables based on their relative selling prices. In such circumstances, the Company uses the following hierarchy to determine the selling price to be used for allocating revenue to deliverables (a) vendor-specific objective evidence of fair value, (b) third-party evidence of selling price and (c) best estimate of the selling price. Best estimate of selling price reflects the Company’s estimates of what the selling prices of elements would be if they were sold on a stand-alone basis. Factors considered by the Company in developing relative selling prices for products and services include the discounting practices, price lists, go-to-market strategy, historical standalone sales and contract prices. |
Research and Development |
Research and development expenses consist primarily of personnel and related expenses for the Company's research and development staff, including salaries, benefits, bonuses and stock-based compensation and the cost of certain third-party contractors. Research and development costs, other than software development expenses qualifying for capitalization, are expensed as incurred. |
Software Development Costs |
Software development costs for software to be sold, leased or marketed that is incurred prior to the establishment of technological feasibility are expensed as incurred as research and development expense. Software development costs incurred subsequent to the establishment of technological feasibility, if any, are capitalized until the software is available for general release to customers. The Company has determined that technological feasibility has been established at approximately the same time as the general release of such software to customers. Therefore, to date, the Company has not capitalized any related software development costs. |
Internal-Use Software Development Costs |
The Company capitalizes costs associated with customized internal-use software systems that have reached the application development stage. Such capitalized costs include costs directly associated with the development of the applications. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point in which the project is substantially complete and is ready for its intended purpose. Internal-use software is amortized on a straight-line basis over the estimated useful life. Costs incurred during the preliminary development stage, as well as maintenance and training costs, are expensed as incurred. |
The Company capitalized $1.1 million and $0.3 million in internal-use software during the years ended December 31, 2013 and 2012, respectively. Capitalized internal-use software is included in property and equipment. |
The Company recorded amortization expense related to these assets of approximately $0.2 million during the year ended December 31, 2013. The Company did not record any amortization expense related to these assets during the years ended December 31, 2012 or 2011. |
Deferred Revenue |
Deferred revenue represents amounts billed to or collected from customers for which the related revenue has not been recognized because one or more of the revenue recognition criteria have not been met. The current portion of deferred revenue is expected to be recognized as revenue within 12 months from the balance sheet date. |
Deferred revenue consists of the following (in thousands): |
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| December 31, | | December 31, | | | | | | | | |
2013 | 2012 | | | | | | | | |
License software | $ | 20,149 | | | $ | 18,375 | | | | | | | | | |
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Subscription and maintenance support | 46,975 | | | 35,701 | | | | | | | | | |
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Professional services and other | 10,538 | | | 7,073 | | | | | | | | | |
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Total | $ | 77,662 | | | $ | 61,149 | | | | | | | | | |
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Current portion | $ | 71,258 | | | $ | 49,368 | | | | | | | | | |
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Non-current portion | 6,404 | | | 11,781 | | | | | | | | | |
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Total | $ | 77,662 | | | $ | 61,149 | | | | | | | | | |
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Cost of Revenue |
Cost of revenue includes (a) royalties paid to third parties whose technology or products are sold as part of the Company’s products, (b) direct costs to manufacture and distribute product, (c) direct costs to provide product support and professional support services, (d) direct costs associated with delivery of the Company's cloud offering and (e) intangible asset amortization expense related to acquired technology. |
Income Taxes |
The Company uses the liability method of accounting for income taxes as set forth in the authoritative guidance for accounting for income taxes. This method requires an asset and liability approach for the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred amounts are expected to be settled or realized. |
The Company currently has significant deferred tax assets, primarily resulting from net operating loss carryforwards and stock-based compensation expense. The Company has a valuation allowance of approximately $3.3 million against its net deferred tax assets in certain foreign jurisdictions. Management weighs the positive and negative evidence to determine if it is more likely than not that some or all of the deferred tax assets will be realized. |
The Company accounts for uncertainty in income taxes using a two-step approach to recognize and measure tax benefits when the realization of the benefits is uncertain. The first step is to determine whether the benefit is to be recognized; the second step is to determine the amount to be recognized. Income tax benefits should be recognized when, based on the technical merits of a tax position, the entity believes that if a dispute arose with the taxing authority and were taken to a court of last resort, it is more likely than not (i.e., a probability of greater than 50 percent) that the tax position would be sustained as filed. If a position is determined to be more likely than not of being sustained, the reporting enterprise should recognize the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with the taxing authority. The Company’s practice is to recognize interest and penalties related to income tax matters in income tax expense. |
Stock-Based Compensation |
The Company applies the fair value method for determining the cost of stock-based compensation for employees, directors and consultants. Under this method, the total cost of the grant is measured based on the estimated fair value of the stock award at the date of the grant, using a binomial options pricing model, or binomial lattice model. The total cost related to the portion of awards granted that is ultimately expected to vest is recognized as stock-based compensation expense on a graded basis over the requisite service period of the grant. |
Estimated Fair Value of Share-Based Payments |
The binomial lattice model considers certain characteristics of fair value option pricing that are not considered under the Black-Scholes model. Stock-based awards are combined into one grouping for purposes of valuation assumptions. Fair value of the stock options was estimated at the grant date, using the following weighted average assumptions: |
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| Year ended December 31, | | | | | | | |
| 2013 | | 2012 | | 2011 | | | | | | | |
Average assumptions: | | | | | | | | | | | | |
Risk-free interest rate | 1.5 | % | | 1 | % | | 1.5 | % | | | | | | | |
Expected dividend yield | — | % | | — | % | | — | % | | | | | | | |
Expected volatility | 56 | % | | 57 | % | | 58 | % | | | | | | | |
Expected term (years) | 7.5 years | | | 7.5 years | | | 7.6 years | | | | | | | | |
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The Company has assumed no dividend yield because dividends are not expected to be paid in the near future, which is consistent with the Company’s history of not paying dividends. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities appropriate for the term of the Company’s employee stock options. The expected life of an option is derived from the binomial lattice model, and is based on several factors, including the contract life, exercise factor, post-vesting termination rate and volatility. The expected exercise factor, which is the ratio of the fair value of common stock on the expected exercise date to the exercise price, and expected post-vesting termination rate, which is the expected rate at which employees are likely to terminate after vesting occurs, are based on an analysis of actual historical and expected behavior by option holders and analysis of comparable public companies. Expected volatility is based on the historical volatility of comparable public companies. |
The Company’s estimate of pre-vesting forfeitures, or forfeiture rate, is based on an analysis of historical behavior by option holders. The estimated forfeiture rate is applied to the total estimated fair value of the awards, as derived from the binomial lattice model, to compute the stock-based compensation expense, net of pre-vesting forfeitures, to be recognized in the consolidated statements of operations. |
Net (Loss) Income Per Common Share |
Basic net (loss) income per common share is computed based on the weighted average number of outstanding shares of common stock. Diluted income per common share adjusts the basic weighted average common shares outstanding for the potential dilution that could occur if stock options, restricted stock units ("RSUs") and convertible securities were exercised or converted into common stock. |
The following table presents a reconciliation of the numerator and denominator of the basic and diluted earnings per share computation. In the table below, net (loss) income represents the numerator and weighted average common shares outstanding represents the denominator: |
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| Year Ended December 31, | | | | |
| 2013 | | 2012 | | 2011 | | | | |
| (in thousands, except per share data) | | | | |
Net (loss) income | $ | (8,874 | ) | | $ | 12,076 | | | $ | 32,297 | | | | | |
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Weighted average basic common shares outstanding | 28,116 | | | 27,581 | | | 26,603 | | | | | |
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Dilutive effect of stock-based awards | — | | | 772 | | | 1,384 | | | | | |
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Weighted average diluted common shares outstanding | 28,116 | | | 28,353 | | | 27,987 | | | | | |
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(Loss) earnings per share: | | | | | | | | | |
Basic | $ | (0.32 | ) | | $ | 0.44 | | | $ | 1.21 | | | | | |
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Diluted | $ | (0.32 | ) | | $ | 0.43 | | | $ | 1.15 | | | | | |
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Due to the cash settlement feature of the principal amount of the convertible senior notes, we only include the impact of the premium feature in our diluted earnings per common share calculation when the average stock price exceeds the conversion price of the Notes, which did not occur during the years ended December 31, 2013, 2012 or 2011. |
For the year ended December 31, 2013, the weighted average number of shares outstanding used in the computation of diluted loss per share does not include the effect of stock-based awards convertible to 944,499 shares of common stock as the effect would have been anti-dilutive given the Company's loss for the year. For the years ended December 31, 2013, 2012 and 2011, certain stock options were not included in the computation of diluted earnings per share as their effect was anti-dilutive because the exercise prices exceeded the average market price of the Company’s common stock during these periods. The weighted average effect of potentially dilutive securities that have been excluded from the calculation of diluted net income per common share because the effect was anti-dilutive was 1,927,664, 575,327 and 96,932 for the years ended December 31, 2013, 2012 and 2011, respectively. |
Foreign Currency |
The functional currency of operations located outside the United States is the respective local currency. The financial statements of each operation are translated into U.S. dollars using period-end exchange rates for assets and liabilities and average exchange rates during the period for revenue and expenses. Translation effects are included in accumulated other comprehensive income. |