Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 |
Organization and Summary of Significant Accounting Policies [Abstract] | ' |
Organization and Summary of Significant Accounting Policies | ' |
Note 1. Organization and Summary of Significant Accounting Policies |
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Nature of Operations |
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Support.com, Inc. (“Support.com”, “the Company”, “We” or “Our”), was incorporated in the state of Delaware on December 3, 1997. Our common stock trades on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “SPRT.” |
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Support.com is a provider of cloud-based services and software that enable technology support for a connected world. Our service programs help leading brands create new revenue streams and deepen customer relationships. |
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Our cloud-based Nexus Service Platform (“Nexus Platform”) enables companies to resolve connected technology issues quickly, boost their support productivity, and dramatically improve their customer experience. We offer turnkey solutions including technology and labor and we also provide the Nexus Platform separately on a software-as-a-service (“SaaS”) basis. Support.com is the choice of leading communications providers, top retailers, and other important brands in software and connected technology. |
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Basis of Presentation |
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The Consolidated Financial Statements include the accounts of Support.com and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. |
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Foreign Currency Translation |
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The functional currency of our foreign subsidiaries is generally the local currency. Assets and liabilities of our wholly owned foreign subsidiaries are translated from their respective functional currencies at exchange rates in effect at the balance sheet date, and revenues and expenses are translated at average exchange rates prevailing during the year. Any material resulting translation adjustments are reflected as a separate component of stockholders’ equity in accumulated other comprehensive income (loss). Realized foreign currency transaction gains (losses) were not material during the years ended December 31, 2013, 2012, and 2011. |
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Use of Estimates |
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The accounting estimates that require management’s most significant, difficult and subjective judgments include revenue recognition, the valuation of investments, the assessment of recoverability of goodwill and indefinite-lived intangible assets, the valuation and recognition of stock-based compensation and the recognition and measurement of current and deferred income tax assets and liabilitites. Actual results could differ materially from these estimates. |
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Concentrations of Credit Risk |
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Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash equivalents, investments and trade accounts receivable. Our investment portfolio consists of investment grade securities. Except for obligations of the United States government and securities issued by agencies of the United States government, we diversify our investments by limiting our holdings with any individual issuer. We are exposed to credit risks in the event of default by the issuers to the extent of the amount recorded on the balance sheet. The credit risk in our trade accounts receivable is substantially mitigated by our evaluation of the customers’ financial conditions at the time we enter into business and reasonably short payment terms. |
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Trade Accounts Receivable and Allowance for Doubtful Accounts |
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Trade accounts receivable are recorded at the invoiced amount. We perform evaluations of our customers’ financial condition and generally do not require collateral. We make judgments as to our ability to collect outstanding receivables and provide allowances for a portion of receivables when collection becomes doubtful. Reserves are made based on a specific review of all significant outstanding invoices. For those invoices not specifically provided for, reserves are recorded at differing rates, based on the age of the receivable. In determining these rates, we analyze our historical collection experience and current payment trends. The determination of past-due accounts is based on contractual terms. |
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The following table summarizes the allowance for doubtful accounts as of December 31, 2013, 2012, and 2011 (in thousands): |
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| | Balance at | | | Adjustments to | | | Write- | | | Balance at | | | | | | | | | |
Beginning of | Costs and | offs | End of | | | | | | | | |
Period | Expenses | | Period | | | | | | | | |
Allowance for doubtful accounts: | | | | | | | | | | | | | | | | | | | | |
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Year ended December 31, 2011 | | $ | 43 | | | $ | (16 | ) | | $ | (7 | ) | | $ | 20 | | | | | | | | | |
Year ended December 31, 2012 | | $ | 20 | | | $ | (18 | ) | | $ | — | | | $ | 2 | | | | | | | | | |
Year ended December 31, 2013 | | $ | 2 | | | $ | (5 | ) | | $ | 3 | | | $ | — | | | | | | | | | |
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As of December 31, 2013, Comcast (78%) and the combined Office Depot and OfficeMax organization (12%) accounted for 10% or more of our total accounts receivable. As of December 31, 2012, Comcast (52%) and OfficeMax (10%) accounted for 10% or more of our total accounts receivable. No other customers accounted for 10% or more of our total accounts receivable as of December 31, 2013 and 2012. |
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Cash, Cash Equivalents and Investments |
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All liquid instruments with an original maturity at the date of purchase of 90 days or less are classified as cash equivalents. Cash equivalents and short-term investments consist primarily of money market funds, certificates of deposit, commercial paper, corporate and municipal bonds. Our interest income on cash, cash equivalents and investments is recorded monthly and reported as interest income and other in our consolidated statements of operations. |
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Our cash equivalents and short-term investments are classified as available-for-sale, and are reported at fair value with unrealized gains/losses included in accumulated other comprehensive income within stockholders’ equity on the consolidated balance sheets and in the consolidated statements of comprehensive income (loss). We view our available-for-sale portfolio as available for use in our current operations, and therefore we present our marketable securities as short-term assets. |
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We monitor our investments for impairment on a quarterly basis and determine whether a decline in fair value is other-than-temporary by considering factors such as current economic and market conditions, the credit rating of the security’s issuer, the length of time an investment’s fair value has been below our carrying value, the Company’s intent to sell the security and the Company’s belief that it will not be required to sell the security before the recovery of its amortized cost. If an investment’s decline in fair value is deemed to be other-than-temporary, we reduce its carrying value to its estimated fair value, as determined based on quoted market prices or liquidation values. Declines in value judged to be other-than-temporary, if any, are recorded in operations as incurred. At December 31, 2013, the Company evaluated its unrealized losses on available-for-sale securities and determined them to be temporary. We currently do not intend to sell securities with unrealized losses and we concluded that we will not be required to sell these securities before the recovery of their amortized cost basis. |
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At December 31, 2013 and 2012, the fair value of cash, cash equivalents and investments was $72.4 million and $56.3 million, respectively. The following is a summary of cash, cash equivalents and investments at December 31, 2013 and 2012 (in thousands): |
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| | For the Year Ended December 31, 2013 | | | | | | | | | |
| | Amortized | | | Gross | | | Gross | | | Fair Value | | | | | | | | | |
Cost | Unrealized | Unrealized | | | | | | | | |
| Gains | Losses | | | | | | | | |
Cash | | $ | 15,660 | | | $ | — | | | $ | — | | | $ | 15,660 | | | | | | | | | |
Money market fund | | | 11,771 | | | | — | | | | — | | | | 11,771 | | | | | | | | | |
Certificates of deposit | | | 4,258 | | | | — | | | | (2 | ) | | | 4,256 | | | | | | | | | |
Commercial paper | | | 7,298 | | | | — | | | | — | | | | 7,298 | | | | | | | | | |
Corporate notes and bonds | | | 33,386 | | | | 8 | | | | (22 | ) | | | 33,372 | | | | | | | | | |
| | | 72,373 | | | | 8 | | | | (24 | ) | | | 72,357 | | | | | | | | | |
Classified as: | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | 28,390 | | | | — | | | | — | | | | 28,390 | | | | | | | | | |
Short-term investments | | | 43,983 | | | | 8 | | | | (24 | ) | | | 43,967 | | | | | | | | | |
| | | 72,373 | | | | 8 | | | | (24 | ) | | | 72,357 | | | | | | | | | |
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| | For the Year Ended December 31, 2012 | | | | | | | | | |
| | Amortized | | | Gross | | | Gross | | | Fair Value | | | | | | | | | |
Cost | Unrealized | Unrealized | | | | | | | | |
| Gains | Losses | | | | | | | | |
Cash | | $ | 11,116 | | | $ | — | | | $ | — | | | $ | 11,116 | | | | | | | | | |
Money market fund | | | 17,235 | | | | — | | | | — | | | | 17,235 | | | | | | | | | |
Certificates of deposit | | | 1,880 | | | | — | | | | (1 | ) | | | 1,879 | | | | | | | | | |
Commercial paper | | | 5,745 | | | | 1 | | | | (1 | ) | | | 5,745 | | | | | | | | | |
Corporate notes and bonds | | | 20,172 | | | | 7 | | | | (6 | ) | | | 20,173 | | | | | | | | | |
U.S. government agency securities | | | 202 | | | | — | | | | — | | | | 202 | | | | | | | | | |
| | $ | 56,350 | | | $ | 8 | | | $ | (8 | ) | | $ | 56,350 | | | | | | | | | |
Classified as: | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 30,853 | | | $ | — | | | $ | (1 | ) | | $ | 30,852 | | | | | | | | | |
Short-term investments | | | 25,497 | | | | 8 | | | | (7 | ) | | | 25,498 | | | | | | | | | |
| | $ | 56,350 | | | $ | 8 | | | $ | (8 | ) | | $ | 56,350 | | | | | | | | | |
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The following table summarizes the estimated fair value of our available-for-sale securities classified by the stated maturity date of the security (in thousands): |
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| | December 31, | | | | | | | | | | | | | | | | | |
| | 2013 | | | 2012 | | | | | | | | | | | | | | | | | |
Due within one year | | $ | 34,916 | | | $ | 23,885 | | | | | | | | | | | | | | | | | |
Due within two years | | | 9,051 | | | | 1,613 | | | | | | | | | | | | | | | | | |
| | $ | 43,967 | | | $ | 25,498 | | | | | | | | | | | | | | | | | |
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We determined that the gross unrealized losses on our available-for-sale investments as of December 31, 2013 are temporary in nature. The fair value of our available-for-sale securities at December 31, 2013 and 2012 reflects a net unrealized loss of $16,000 and zero, respectively. There were no net realized gains (losses) on available-for-sale securities in the years ended December 31, 2013 and 2012. The cost of securities sold is based on the specific identification method. |
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The following table sets forth the unrealized losses for the Company’s available-for-sale investments as of December 31, 2013 and 2012 (in thousands): |
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As of December 31, 2013 | | In Loss Position | | | In Loss Position | | | Total In Loss Position | |
Less Than 12 Months | More Than 12 Months |
Description | | Fair Value | | | Unrealized | | | Fair Value | | | Unrealized | | | Fair Value | | | Unrealized | |
Losses | Losses | Losses |
Certificate of deposits | | $ | 3,776 | | | $ | (2 | ) | | $ | — | | | $ | — | | | $ | 3,776 | | | $ | (2 | ) |
Corporate notes and bonds | | | 14,047 | | | | (10 | ) | | | 8,542 | | | | (12 | ) | | | 22,589 | | | | (22 | ) |
Total | | $ | 17,823 | | | $ | (12 | ) | | $ | 8,542 | | | $ | (12 | ) | | $ | 26,366 | | | $ | (24 | ) |
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| | In Loss Position | | | In Loss Position | | | Total In Loss Position | |
As of December 31, 2012 | Less Than 12 Months | More Than 12 Months |
Description | | Fair Value | | | Unrealized | | | Fair Value | | | Unrealized | | | Fair Value | | | Unrealized | |
Losses | Losses | Losses |
Certificate of deposits | | $ | 1,159 | | | $ | (1 | ) | | $ | — | | | $ | — | | | $ | 1,159 | | | $ | (1 | ) |
Commercial paper | | | 3,498 | | | | (1 | ) | | | — | | | | — | | | | 3,498 | | | | (1 | ) |
Corporate notes and bonds | | | 12,045 | | | | (4 | ) | | | 1,613 | | | | (2 | ) | | | 13,658 | | | | (6 | ) |
Total | | $ | 16,702 | | | $ | (6 | ) | | $ | 1,613 | | | $ | (2 | ) | | $ | 18,315 | | | $ | (8 | ) |
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Property and Equipment |
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Property and equipment are stated at cost, less accumulated depreciation which is determined using the straight-line method over the estimated useful lives of two years for computer equipment and software, three years for furniture and fixtures, and the shorter of the estimated useful lives or the lease term for leasehold improvements. Repairs and maintenance costs are expensed as they are incurred. |
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Goodwill |
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We test goodwill for impairment annually on September 30 and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other. Consistent with our assessment that we have only one reporting segment, we test goodwill for impairment at the entity level. We test goodwill using the two-step process required by ASC 350. In the first step, we compare the carrying value of the reporting unit to the fair value based on quoted market prices of our common stock. If the fair value of the reporting unit exceeds the carrying value, goodwill is not considered impaired and no further testing is required. If the carrying value of the reporting unit exceeds the fair value, goodwill is potentially impaired and the second step of the impairment test must be performed. In the second step, we compare the implied fair value of the goodwill, as defined by ASC 350, to the carrying amount to determine the impairment loss, if any. |
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We conduct our annual evaluation for impairment of goodwill on September 30. No goodwill impairment charges have been recorded through December 31, 2013. |
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Intangible Assets |
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We record purchased intangible assets at fair value. Useful life is estimated as the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the Company. As we do not believe that we can reliably determine a pattern by which the economic benefits of these assets will be consumed, management adopted straight-line amortization in accordance with ASC 350. The original cost is amortized on a straight-line basis over the estimated useful life of each asset. |
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We assess the impairment of identifiable intangible assets annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss would be recognized when the sum of the future net cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. If our estimates regarding future cash flows derived from such assets were to change, we may record an impairment charge to the value of these assets. Such impairment loss would be measured as the difference between the carrying amount of the asset and its fair value. |
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Revenue Recognition |
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For all transactions, we recognize revenue only when all of the following criteria are met: |
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| · | Persuasive evidence of an arrangement exists; | | | | | | | | | | | | | | | | | | | | | | |
| · | Delivery has occurred; | | | | | | | | | | | | | | | | | | | | | | |
| · | Collection is considered probable; and | | | | | | | | | | | | | | | | | | | | | | |
| · | The fees are fixed or determinable. | | | | | | | | | | | | | | | | | | | | | | |
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We consider all arrangements with payment terms longer than 90 days not to be fixed or determinable. If the fee is considered not to be fixed or determinable, revenue is recognized as payment becomes due from the customer provided all other revenue recognition criteria have been met. |
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Services Revenue |
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Services revenue is comprised primarily of fees for technology support services. Our service programs are designed for both the consumer and small business markets, and include computer and mobile device set-up, security and support, virus and malware removal, wireless network set-up, security and support, and home security and automation system onboarding and support. |
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We offer technology services to consumers and small businesses, primarily through our partners (which include communications providers, retailers, technology companies and others) and to a lesser degree directly through our website at www.support.com. We transact with customers via reseller programs, referral programs and direct transactions. In reseller programs, the partner generally executes the financial transactions with the customer and pays a fee to us which we recognize as revenue when the service is delivered. In referral programs, we transact with the customer directly and pay a referral fee to the referring party. Referral fees are generally expensed in the period in which revenues are recognized. In such instances, since we are the primary obligor and bear substantially all risks associated with the transaction, we record the gross amount of revenue. In direct transactions, we sell directly to the customer at the retail price. |
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The technology services described above include four types of offerings: |
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| · | Subscriptions - Customers purchase subscriptions or “service plans” under which certain services are provided over a fixed subscription period. Revenues for subscriptions are recognized ratably over the respective subscription periods. | | | | | | | | | | | | | | | | | | | | | | |
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| · | Incident-Based Services - Customers purchase a discrete, one-time service. Revenue recognition occurs at the time of service delivery. Fees paid for services sold but not yet delivered are recorded as deferred revenue and recognized at the time of service delivery. | | | | | | | | | | | | | | | | | | | | | | |
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| · | Service Cards / Gift Cards - Customers purchase a service card or a gift card, which entitles the cardholder to redeem a certain service at a time of their choosing. For these sales, revenue is deferred until the card has been redeemed and the service has been provided. | | | | | | | | | | | | | | | | | | | | | | |
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| · | Hourly-Based Services - In connection with the provisions of certain services programs, fees are calculated based on contracted hourly rates with partners. For these programs, we recognize revenue as services are performed, based on billable hours of work delivered by our technology specialists. These services programs also include performance standards, which may result in incentives or penalties, which are recognized as earned or incurred. | | | | | | | | | | | | | | | | | | | | | | |
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In certain cases, we are paid for services that are sold but not yet delivered. We initially record such balances as deferred revenue, and recognize revenue when the service has been provided or, on the non-subscription portion of these balances, when the likelihood of the service being redeemed by the customer is remote (“services breakage”). Based on our historical redemption patterns for these relationships, we believe that the likelihood of a service being delivered more than 90 days after sale is remote. We therefore recognize non-subscription deferred revenue balances older than 90 days as services revenue. For the years ended December 31, 2013, 2012 and 2011, services breakage revenue accounted for approximately 1% of our total revenue. |
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Partners are generally invoiced monthly. Fees from customers via referral programs and direct transactions are generally paid with a credit card at the time of sale. Revenue is recognized net of any applicable sales tax. |
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Services revenue also includes fees from implementation services of our Nexus Platform, typically covering integration to other customer systems. We generally charge for these services on a time and material basis. |
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We generally provide a refund period on services, during which refunds may be granted to customers under certain circumstances, including inability to resolve certain support issues. For our partnerships, the refund period varies by partner, but is generally between 5 and 14 days. For referral programs and direct transactions, the refund period is generally 5 days. For all channels, we recognize revenue net of refunds and cancellations during the period. Refunds and cancellations have not been material. |
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Software and Other Revenue |
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Software and other revenue is comprised primarily of fees for end-user software products provided through direct customer downloads and through the sale of these end-user software products via partners as well as the licensing of our Nexus Platform. Our software is sold to customers as a perpetual license or as a fixed period subscription. We act as the primary obligor and generally control fulfillment, pricing, product requirements, and collection risk and therefore we record the gross amount of revenue. We provide a 30-day money back guarantee for the majority of our end-user software products. |
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For certain end-user software products, we sell perpetual licenses. We provide a limited amount of free technical support to customers. Since the cost of providing this free technical support is insignificant and free product enhancements are minimal and infrequent, we do not defer the recognition of revenue associated with sales of these products. |
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For certain of our end-user software products (principally SUPERAntiSpyware), we sell licenses for a fixed subscription period. We provide regular, significant updates over the subscription period and therefore recognize revenue for these products ratably over the subscription period. |
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Other revenue consists primarily of revenue generated through partners advertising to our customer base in various forms, including toolbar advertising, email marketing, and free trial offers. We recognize other revenue in the period in which our partners notify us that the revenue has been earned. |
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Software and other revenue also includes fees from licensing our Nexus Platform. In such arrangements, customers receive a right to use our platform in their own technology support organizations. We license the Nexus Platform using a SaaS model under which customers cannot take possession of the technology and pay us on a per-user per-month basis during the term of the arrangement. Revenue from licensing of our Nexus Platform was approximately 7% of software and other revenue for the year ended December 31, 2013. |
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Research and Development |
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Research and development expenditures are charged to operations as they are incurred. |
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Software Development Costs |
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Based on our product development process, technological feasibility is established on the completion of a working model. The Company determined that technological feasibility is reached shortly before the product is ready for general release and therefore development costs incurred have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period in which they were incurred in the consolidated statements of operations. |
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Purchased Technology for Internal Use |
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We capitalize costs related to software that we license and incorporate into our product and service offerings or develop for internal use. |
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In July 2009, we acquired purchased technology for $350,000 and recorded amortization expense related to this technology of $62,000, $81,000, and $83,000 in 2013, 2012, and 2011, respectively. We recorded an impairment charge in connection with the development of software for internal use in general and administrative expenses in our consolidated statement of operations of zero and $70,000 during the years ended December 31, 2013 and 2012, respectively. |
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Advertising Costs |
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Advertising costs are recorded as sales and marketing expense in the period in which they are incurred. Advertising expense was $9.2 million, $8.2 million, and $10.8 million for the years ended December 31, 2013, 2012, and 2011, respectively. |
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Earnings (Loss) Per Share |
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Basic earnings (loss) per share is computed using our net income (loss) and the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share is computed using our net income (loss) and the weighted average number of common shares outstanding, including the effect of the potential common shares issuable upon exercise of outstanding stock options, vesting of Restricted Stock Units (“RSUs”) and Employee Stock Purchase Plan (“ESPP”) by using the treasury stock method when dilutive. For the years ended December 31, 2012 and 2011, 1.5 million and 2.9 million outstanding options and restricted stock units, respectively, were excluded from the computation of diluted net loss per share since their effect would have been anti-dilutive. For the years ended December 31, 2013, 2012 and 2011, 1.5 million, 2.9 million, and 2.9 million outstanding weighted average stock options and warrants, respectively, were excluded from the calculation of diluted earnings (loss) per common share because the exercise prices of these stock options were greater than or equal to the average market value of the common stock. These stock options and warrants could be included in the calculation in the future if the average market value of the common stock increases and is greater than the exercise price of these stock options. |
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The following table sets forth the computation of basic and diluted net earnings (loss) per share (in thousands, except per share amounts): |
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| | Year Ended December 31, | | | | | | | | | | | | | |
| | 2013 | | | 2012 | | | 2011 | | | | | | | | | | | | | |
Net income (loss) | | $ | 10,383 | | | $ | (5,424 | ) | | $ | (18,640 | ) | | | | | | | | | | | | |
Basic: | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average shares of common stock outstanding | | | 51,553 | | | | 48,798 | | | | 48,288 | | | | | | | | | | | | | |
Shares used in computing basic net earnings (loss) per share | | | 51,553 | | | | 48,798 | | | | 48,288 | | | | | | | | | | | | | |
Basic net earnings (loss) per share | | $ | 0.2 | | | $ | (0.11 | ) | | $ | (0.39 | ) | | | | | | | | | | | | |
Diluted: | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average shares of common stock outstanding | | | 51,553 | | | | 48,798 | | | | 48,288 | | | | | | | | | | | | | |
Add: Common equivalent shares outstanding | | | 2,272 | | | | — | | | | — | | | | | | | | | | | | | |
Shares used in computing diluted net earnings (loss) per share | | | 53,825 | | | | 48,798 | | | | 48,288 | | | | | | | | | | | | | |
Diluted net earnings (loss) per share | | $ | 0.19 | | | $ | (0.11 | ) | | $ | (0.39 | ) | | | | | | | | | | | | |
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Accumulated Other Comprehensive Loss |
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The components of accumulated other comprehensive loss relate entirely to accumulated foreign currency translation losses associated with our foreign subsidiaries and unrealized gains (losses) on investments. Accumulated currency translation losses were $1.9 million and $1.5 million as of December 31, 2013 and 2012, respectively, and accumulated unrealized gains (losses) on investments were $(16,000) and zero as of December 31, 2013 and 2012, respectively. |
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The amounts noted in the consolidated statements of comprehensive loss are shown before taking into account the related income tax impact. The income tax effect allocated to each component of other comprehensive income for each of the periods presented is not significant. |
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Stock-Based Compensation |
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We apply the provisions of ASC 718, Compensation - Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based payment awards, including grants of stock and options to purchase stock, made to employees and directors based on estimated fair values. |
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Determining Fair Value of Share-Based Payments |
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Valuation and Attribution Method: Stock-based compensation expense for stock options and ESPP is estimated at the date of grant based on the fair value of awards using the Black-Scholes-Merton option pricing model. Stock-based compensation expense for RSUs is estimated at the date of grant based on the number of shares granted and the quoted price of the Company’s common stock on the grant date. Stock options vest on a graded schedule; however we recognize the expense on a straight-line basis over the requisite service period, which is generally four years for stock options, three years or four years for RSUs and six months for ESPP, net of estimated forfeitures. These limitations require that on any date the compensation cost recognized is at least equal to the portion of the grant-date fair value of the award that is vested at that date. The Company estimates pre-vesting forfeitures at the time of grant by analyzing historical data and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The total expense recognized over the vesting period will only be for those awards that ultimately vest. |
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During the year ended December 31, 2013, RSUs were granted to certain key executives. These RSUs vest upon the satisfaction of a service condition and, for certain grants, a performance condition. The service condition for these awards is satisfied over three years. The performance condition was based on specified annual targets for fiscal year 2013. We recognize share-based compensation expense for the portion of the RSUs that had met the service and performance condition based on the accelerated attribution method (net of estimated forfeitures). |
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Risk-free Interest Rate: We base our risk-free interest rate on the yield currently available on U.S. Treasury zero coupon issues for the expected term of the stock options. |
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Expected Term: Our expected term represents the period that our stock options are expected to be outstanding and is determined based on historical experience of similar stock options considering the contractual terms of the stock options, vesting schedules and expectations of future employee behavior. |
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Expected Volatility: Our expected volatility represents the amount by which the stock price is expected to fluctuate throughout the period that the stock option is outstanding. The expected volatility is based on the historical volatility of the Company’s stock. |
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Expected Dividend: We use a dividend yield of zero, as we have never paid cash dividends and do not expect to pay dividends in the future. |
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The fair value of our stock-based awards was estimated using the following weighted average assumptions for the years ended December 31, 2013, 2012, and 2011: |
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| | Stock Option Plan | | | Employee Stock Purchase Plan | |
| | 2013 | | | 2012 | | | 2011 | | | 2013 | | | 2012 | | | 2011 | |
Risk-free interest rate | | | 0.9 | % | | | 0.6 | % | | | 1 | % | | | 0.1 | % | | | 0.1 | % | | | 0 | % |
Expected term (in years) | | | 3.7 | | | | 3.7 | | | | 3.6 | | | | 0.5 | | | | 0.5 | | | | 0.5 | |
Volatility | | | 57.5 | % | | | 57.2 | % | | | 59.2 | % | | | 48.37 | % | | | 62.3 | % | | | 75.3 | % |
Expected dividend | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % |
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Weighted average grant-date fair value | | $ | 2.02 | | | $ | 1.3 | | | $ | 1.63 | | | $ | 1.24 | | | $ | 1.15 | | | $ | 0.77 | |
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On December 13, 2012, the Compensation Committee of the Board of Directors extended the term of 700,000 stock options granted to the Company’s Chief Executive Officer and President. The stock options were granted on April 6, 2006, and were originally scheduled to expire on April 6, 2013. After the extension, the stock options will expire on April 6, 2016. The stock options were granted under the Company’s Amended and Restated 1998 Stock Option Plan. At the time of the extension, the exercise price of the stock options exceeded the current fair market value of the Company’s common shares. No other terms of the stock options were modified. As part of the modification of the stock options, the Company recorded incremental stock-based compensation expense of approximately $810,000 in the fourth quarter of 2012. |
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We recorded the following stock-based compensation expense for the fiscal years ended December 31, 2013, 2012, and 2011 (in thousands): |
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| | For the Year Ended December 31, | | | | | | | | | | | | | |
| | 2013 | | | 2012 | | | 2011 | | | | | | | | | | | | | |
Stock-based compensation expense related to grants of: | | | | | | | | | | | | | | | | | | | | | |
Stock options | | $ | 1,642 | | | $ | 4,276 | | | $ | 3,725 | | | | | | | | | | | | | |
ESPP | | | 106 | | | | 80 | | | | 44 | | | | | | | | | | | | | |
RSU | | | 1,733 | | | | 169 | | | | — | | | | | | | | | | | | | |
| | $ | 3,481 | | | $ | 4,525 | | | $ | 3,769 | | | | | | | | | | | | | |
Stock-based compensation expense recognized in: | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of service | | $ | 332 | | | $ | 354 | | | $ | 245 | | | | | | | | | | | | | |
Cost of software and others | | | 12 | | | | 26 | | | | 29 | | | | | | | | | | | | | |
Research and development | | | 766 | | | | 1,019 | | | | 816 | | | | | | | | | | | | | |
Sales and marketing | | | 412 | | | | 483 | | | | 586 | | | | | | | | | | | | | |
General and administrative | | | 1,959 | | | | 2,643 | | | | 2,093 | | | | | | | | | | | | | |
| | $ | 3,481 | | | $ | 4,525 | | | $ | 3,769 | | | | | | | | | | | | | |
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Cash proceeds from the issuance of common stock net of repurchase of common stock were $6.9 million, $3.5 million, and $516,000 for the years ended December 31, 2013, 2012, and 2011, respectively. An income tax benefit of $34,000 was realized from stock option exercises during the year ended December 31, 2013. No income tax benefit was realized from stock option exercises during the years ended December 31, 2012 and 2011. In accordance with ASC 718, we present excess tax benefits from the exercise of stock options, if any, as net cash generated in financing activities. |
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Income Taxes |
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Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets, if it is more likely than not, that such assets will not be realized. |
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Warranties and Indemnifications |
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We generally provide a refund period on sales, during which refunds may be granted to customers under certain circumstances, including our inability to resolve certain support issues. For our partnerships, the refund period varies by partner, but is generally between 5 and 14 days. For the majority of our end-user software products, we provide a 30-day money back guarantee. For referral programs and direct transactions, the refund period is generally 5 days. For all channels, we recognize revenue net of refunds and cancellations during the period. Refunds and cancellations have not been material to date. |
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We generally agree to indemnify our customers against legal claims that our end-user software products infringe certain third party intellectual property rights. As of December 31, 2013, we have not been required to make any payment resulting from infringement claims asserted against our customers and have not recorded any related accruals. |
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Fair Value Measurements |
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ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: |
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| · | Level 1 - Quoted prices in active markets for identical assets or liabilities. | | | | | | | | | | | | | | | | | | | | | | |
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| · | Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | | | | | | | | | | | | | | | | | | | | | | |
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| · | Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | | | | | | | | | | | | | | | | | | | | | | |
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In accordance with ASC 820, the following table represents our fair value hierarchy for our financial assets (cash equivalents and investments) measured at fair value on a recurring basis as of December 31, 2013 and 2012 (in thousands): |
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As of December 31, 2013 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | | | | | |
Money market funds | | $ | 11,771 | | | $ | — | | | $ | — | | | $ | 11,771 | | | | | | | | | |
Certificates of deposits | | | 4,256 | | | | — | | | | — | | | | 4,256 | | | | | | | | | |
Commercial paper | | | — | | | | 7,298 | | | | — | | | | 7,298 | | | | | | | | | |
Corporate notes and bonds | | | — | | | | 33,372 | | | | — | | | | 33,372 | | | | | | | | | |
Total | | $ | 16,027 | | | $ | 40,670 | | | $ | — | | | $ | 56,697 | | | | | | | | | |
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As of December 31, 2012 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | | | | | |
Money market funds | | $ | 17,235 | | | $ | — | | | $ | — | | | $ | 17,235 | | | | | | | | | |
Certificates of deposits | | | 1,879 | | | | — | | | | — | | | | 1,879 | | | | | | | | | |
Commercial paper | | | — | | | | 5,745 | | | | — | | | | 5,745 | | | | | | | | | |
Corporate notes and bonds | | | — | | | | 20,173 | | | | — | | | | 20,173 | | | | | | | | | |
U.S. government agency securities | | | — | | | | 202 | | | | — | | | | 202 | | | | | | | | | |
Total | | $ | 19,114 | | | $ | 26,120 | | | $ | — | | | $ | 45,234 | | | | | | | | | |
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For short-term investments, measured at fair value using Level 2 inputs, we review trading activity and pricing for these investments as of the measurement date. When sufficient quoted pricing for identical securities is not available, we use market pricing and other observable market inputs for similar securities obtained from various third party data providers. These inputs either represent quoted prices for similar assets in active markets or have been derived from observable market data. There have been no transfers between Level 1 and Level 2 measurements during the years ended December 31, 2013 and 2012, respectively. |
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Segment Information |
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In accordance with ASC 280, Segment Reporting, the Company reports its operations as a single operating segment. Our Chief Operating Decision Maker (“CODM”), our Chief Executive Officer, manages our operations on a consolidated basis for purposes of allocating resources. When evaluating performance and allocating resources, the CODM reviews financial information presented on a consolidated basis. |
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Revenue from customers located outside the United States was less than 1% of total revenue and accounted for approximately $38,000, $309,000, and $366,000 for the years ended December 31, 2013, 2012, and 2011, respectively. |
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For the year ended December 31, 2013, Comcast (53%) accounted for 10% or more of our total revenue. Had the Office Depot and OfficeMax merger been effective throughout the year ended December 31, 2013, the combined entity would have accounted for 18% of our total revenue. For the year ended December 31, 2012, Comcast (35%), Office Depot (12%), OfficeMax (12%) and Staples (10%) accounted for 10% or more of our total revenue. For the year ended December 31, 2011, Office Depot (23%), Staples (15%) and Comcast (14%) accounted for 10% or more of our total revenue. There were no other customers that accounted for 10% or more of our total revenue in any of the periods presented. |
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Long-lived assets are attributed to the geographic location in which they are located. We include in long-lived assets all tangible assets. Long-lived assets regarding geographic areas are as follows (in thousands): |
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| | December 31, | | | | | | | | | | | | | | | | | |
| | 2013 | | | 2012 | | | | | | | | | | | | | | | | | |
United States | | $ | 419 | | | $ | 552 | | | | | | | | | | | | | | | | | |
India | | | 42 | | | | 39 | | | | | | | | | | | | | | | | | |
Total | | $ | 461 | | | $ | 591 | | | | | | | | | | | | | | | | | |
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Recent Accounting Pronouncements |
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In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This new guidance provides specific financial statement presentation requirements of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance states that an unrecognized tax benefit in those circumstances should be presented as a reduction to the deferred tax asset. The guidance was adopted and effective during 2013 fiscal year and interim periods during 2013 fiscal year. The adoption of this guidance did not have an impact on the Company's consolidated financial results of operations or financial condition. |