Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 |
Basis of Presentation [Abstract] | |
Basis of Presentation [Text Block] | Basis of Presentation |
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The Condensed Consolidated Financial Statements as of and for the nine and three months ended September 30, 2013 included in this Quarterly Report on Form 10-Q have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The condensed consolidated balance sheet data as of December 31, 2012 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed on February 28, 2013. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this Quarterly Report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, for a Quarterly Report on Form 10-Q and are adequate to make the information presented not misleading. These Condensed Consolidated Financial Statements are meant to be, and should be, read in conjunction with the Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed on February 28, 2013. |
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The unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q reflect all adjustments (which include only normal, recurring adjustments and those items discussed in these Notes) that are, in the opinion of management, necessary to state fairly the financial position and results for the dates and periods presented. The results for such periods are not necessarily indicative of the results to be expected for the full fiscal year. |
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Principles of Consolidation |
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The consolidated financial statements include the accounts of the Company and its majority- and wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated. |
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Use of Estimates |
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The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
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Recent Accounting Pronouncements |
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In 2013, the Financial Accounting Standards Board ("FASB") issued new accounting guidance clarifying the accounting for the release of cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations or cash flows. |
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In 2013, FASB issued new accounting guidance clarifying the accounting for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations or cash flows. |
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Revenue Recognition |
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The Company generates revenue from two sources: (1) subscription and support; and (2) professional services and other. Subscription and support revenue includes subscription fees from customers accessing its on-demand application suite and support fees from customers purchasing support. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the on-demand application service at any time. Professional services and other revenue includes fees generated from training and consulting services such as business process mapping, configuration, data migration and integration. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. For the most part, subscription and support agreements are entered into for 12 to 36 months. In aggregate, more than 90% of the professional services component of the arrangements with customers is performed within 300 days of entering into a contract with the customer. |
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The subscription agreements provide service level commitments of 99.5% uptime per period, excluding scheduled maintenance. The failure to meet this level of service availability may require the Company to credit qualifying customers up to the value of an entire month of their subscription and support fees. In light of the Company’s historical experience with meeting its service level commitments, the Company has not accrued any liabilities on its balance sheet for these commitments. |
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The Company commences revenue recognition when all of the following conditions are met: |
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• | There is persuasive evidence of an arrangement; | | | | | | | | | | | | | | |
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• | The service is being provided to the customer; | | | | | | | | | | | | | | |
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• | The collection of the fees is reasonably assured; and | | | | | | | | | | | | | | |
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• | The amount of fees to be paid by the customer is fixed or determinable. | | | | | | | | | | | | | | |
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In most instances, revenue from new customer acquisition is generated under sales agreements with multiple elements, comprised of subscription and support fees from customers accessing the Company's on-demand application suite and professional services associated with consultation services. The Company evaluates each element in a multiple-element arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within the Company’s control. Subscription and support have standalone value because they are routinely sold separately by the Company. Professional services have standalone value because the Company has sold professional services separately and there are several third-party vendors that routinely provide similar professional services to its customers on a standalone basis. |
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The Company allocates revenue to each element in an arrangement based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling price (“ESP”), if neither VSOE nor TPE is available. As the Company has been unable to establish VSOE or TPE for the elements of its arrangements, the Company establishes the ESP for each element primarily by considering the weighted average of actual sales prices of professional services sold on a standalone basis and subscription and support including various add-on modules when sold together without professional services, and other factors such as gross margin objectives, pricing practices and growth strategy. The consideration allocated to subscription and support is recognized as revenue over the contract period commencing when the subscription service is made available to the customer. The consideration allocated to professional services is recognized as revenue using the proportional performance method. |
The total arrangement fee for a multiple element arrangement is allocated based on the relative ESP of each element. However, since the professional services are generally completed prior to completion of delivery of subscription and support services, the revenue recognized for professional services in a given reporting period does not include fees subject to delivery of subscription and support services. This results in the recognition of revenue for professional services that is generally no greater than the contractual fees for those professional services. |
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For single element sales agreements, subscription and support revenue is recognized ratably over the contract term beginning on the provisioning date of the contract. The Company recognizes professional services revenue using the proportional performance method for single element arrangements. |
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Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenues. |
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Concentration of Credit Risk and Significant Customers |
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Financial instruments potentially exposing the Company to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash and trade accounts receivable. The Company maintains an allowance for doubtful accounts receivable balances. The allowance is based upon historical loss patterns and an evaluation of the potential risk of loss associated with problem accounts. The Company generally charges off the receivable balances of uncollectible accounts when accounts are 120 days past-due based on the account’s contractual terms. Credit risk arising from accounts receivable is mitigated due to the large number of customers comprising the Company’s customer base and their dispersion across various industries. As of September 30, 2013 and December 31, 2012, there were no customers that represented more than 10% of the net accounts receivable balance. There were no customers that individually exceeded 10% of the Company’s revenue in any of the periods presented. As of September 30, 2013 and December 31, 2012, long-lived assets located outside the United States were not significant. |
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Revenue by geographic region, based on the billing address of the customer, was as follows for the periods presented: |
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| Nine Months Ended September 30, | | Three Months Ended September 30, |
| 2013 | | 2012 | | 2013 | | 2012 |
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United States | $ | 223,246 | | | $ | 164,609 | | | $ | 79,544 | | | $ | 58,668 | |
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International | 76,254 | | | 59,210 | | | 27,331 | | | 21,123 | |
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Total revenue | $ | 299,500 | | | $ | 223,819 | | | $ | 106,875 | | | $ | 79,791 | |
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Percentage of revenue generated outside of the United States | 25 | % | | 26 | % | | 26 | % | | 26 | % |
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No single country outside the United States represented more than 10% of revenue during the nine and three months ended September 30, 2013 or 2012. |
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The Company maintains cash balances at several banks. Accounts located in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”), up to $250,000. Certain operating cash accounts may exceed the FDIC limits. |
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Intellectual Property Rights Indemnification |
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The Company’s arrangements include provisions indemnifying customers against liabilities if the Company's products infringe a third-party’s intellectual property rights. The Company has not incurred any costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the accompanying condensed consolidated financial statements. |
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Qualified Operating Expense Reimbursements |
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At the Company's product development facility in the Czech Republic, the Company participates in a government subsidy program for employing local residents. Under the program, the Czech government will reimburse the Company for certain operating expenses it incurs. In the period the Company incurs the reimbursable operating expense, it records a reduction in product development expense and a receivable from the Czech government. During the nine and three months ended September 30, 2013, the Company's product development operating expenses were reduced by approximately by $1.9 million and $659,000, respectively, for reimbursement of eligible operating expenses incurred during the period from January 1, 2013 to September 30, 2013. In the first quarter of 2012, the Company determined that the Czech government receivables were collectible and began to reduce operating expenses. During the nine and three months ended September 30, 2012, the Company's product development operating expenses were reduced by approximately by $1.4 million and $421,000, respectively, for reimbursements of eligible operating expenses incurred during the period from November 2010 to September 30, 2012. During the nine and three months ended September 30, 2013, the Company received $1.3 million and $679,000, respectively, from the Czech Republic government. During the nine months and three months ended September 30, 2012, the Company received $652,000 and $353,000, respectively, in payments from the Czech Republic government. As of September 30, 2013, $1.5 million in reimbursements, adjusted for foreign currency valuations, are due the Company and included in other current assets. The Company accrues for the reimbursements as the eligible operating expenses are incurred. |
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Business Combination |
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On May 3, 2013, the Company completed the purchase of all the outstanding equity of Order Motion ("OM"). OM provides online eCommerce Order Management Services (“OMS”) that performs the back-end process for eCommerce web stores. The OM product augments the Company's existing product offering, which allows the Company to expand its business capabilities in Ecommerce technology and services. The assets and operating results of OM are reflected in the Company’s condensed consolidated financial statements from the date of acquisition. On the closing date, the Company paid the former owners $23.5 million in cash. Additional consideration of $3.5 million in cash is being withheld up to the next 15 months following the close of the transaction as indemnification against certain losses the Company may incur in the event of certain breaches of representations and warranties covered in the purchase agreement. The Company also withheld $1.1 million as indemnification against losses the Company may incur from certain tax related matters of OM. This consideration is restricted until the Company determines that the matters have been properly settled. During the second quarter of 2013, the Company recorded $311,000 in employee termination costs and $1.1 million in operating expenses related to transaction costs associated with this business combination. |
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Under the acquisition method of accounting, the Company allocated the purchase price to the identifiable assets and liabilities based on their estimated fair value at the date of acquisition. To determine the value of the intangible assets, the Company made various estimates and assumptions. Methodologies used in valuing the intangible assets include, but are not limited to, the with-and-without excess earnings for customer relationships, relief of royalty for trademarks and multiple period excess earnings method for developed technology. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill which includes synergies expected from the expanded service capabilities and the value of the assembled work force in accordance with generally accepted accounting principles. The Company did not record any in-process research and development charges in connection with the acquisition. |
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The allocation of the OM consideration to the assets acquired and obligations assumed was as follows: |
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Cash | $ | 1,069 | | | | | | | | | | | | | |
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Accounts receivable | 804 | | | | | | | | | | | | | |
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Developed technology | 5,100 | | | | | | | | | | | | | |
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Customer relationships | 3,000 | | | | | | | | | | | | | |
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Trademarks | 400 | | | | | | | | | | | | | |
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Goodwill | 18,176 | | | | | | | | | | | | | |
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Other assets / liabilities, net | (433 | ) | | | | | | | | | | | | |
Total purchase price | $ | 28,116 | | | | | | | | | | | | | |
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The Company will amortize the intangible assets on a straight-line basis over the following periods: developed technology, four years, customer relationships, four years and trademarks, two years. The Company is also undertaking an analysis of certain tax matters associated with the OM acquisition which could result in an adjustment to the acquisition price allocation. The allocation of the consideration may be adjusted upon settlement of these matters. Comparative pro forma financial information for this acquisition has not been presented because OM is not material to the Company's consolidated results of operations. |
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On March 6, 2013, the Company completed the purchase of all the outstanding equity of a website hosting provider company ("WH") that specializes in Ecommerce technology and services. The WH workforce augments the Company's existing product development teams, which allows the Company to expand its business capabilities in Ecommerce technology and services. The assets and operating results of the WH are reflected in the Company’s condensed consolidated financial statements from the date of acquisition. On the closing date, the Company paid $10.2 million in cash. Additional consideration of $1.8 million in cash is being withheld for various periods up to the next 24 months following the close of the transaction as indemnification against certain losses the Company may incur in the event of certain breaches of representations and warranties covered in the purchase agreement. During the first quarter of 2013, the Company recorded $560,000 in operating expenses related to transaction costs associated with this business combination. |
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Under the acquisition method of accounting, the Company allocated the purchase price to the identifiable assets and liabilities based on their estimated fair value at the date of acquisition. To determine the value of the intangible assets, the Company made various estimates and assumptions. Methodologies used in valuing the intangible assets include, but are not limited to, the expected costs to recreate the assets, present value of future payments, relief of royalty and multiple period excess earnings. The excess of the purchase price over the total identifiable assets has been recorded as goodwill which includes synergies expected from the expanded service capabilities and the value of the assembled work force in accordance with generally accepted accounting principles. Additionally, the Company recognized $1.1 million in federal and $204,000 in state deferred tax liabilities related to the acquired identifiable intangible assets which resulted in a $1.1 million decrease in the Company's income tax expense in the first quarter of 2013. The Company did not record any in-process research and development charges in connection with the acquisition. |
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The allocation of the WH consideration to the assets acquired and obligations assumed was as follows: |
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Developed technology | $ | 1,100 | | | | | | | | | | | | | |
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Customer relationships | 2,100 | | | | | | | | | | | | | |
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Trademarks | 200 | | | | | | | | | | | | | |
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Goodwill | 9,721 | | | | | | | | | | | | | |
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Other assets / liabilities, net | 189 | | | | | | | | | | | | | |
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Deferred income tax liabilities | (1,322 | ) | | | | | | | | | | | | |
Total purchase price | $ | 11,988 | | | | | | | | | | | | | |
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The Company will amortize the intangible assets on a straight-line basis over the following periods: trademarks, two years; customer relationships, four years and developed technology, three years. Comparative pro forma financial information for this acquisition has not been presented because WH is not material to the Company's consolidated results of operations. |
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The following table details the Company's goodwill activity during the nine months ended September 30, 2013: |
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Beginning balance as of January 1, 2013 | $ | 35,661 | | | | | | | | | | | | | |
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Acquisition of WH in March 2013 | 9,721 | | | | | | | | | | | | | |
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Acquisition of OM in May 2013 | 18,176 | | | | | | | | | | | | | |
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Foreign currency adjustment | (383 | ) | | | | | | | | | | | | |
Ending balance as of September 30, 2013 | $ | 63,175 | | | | | | | | | | | | | |
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The Company does not have a history of goodwill impairments. |
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Accumulated Other Comprehensive Income |
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Accumulated other comprehensive income is comprised of foreign currency translation gains and losses, net of tax, and an accumulated pension liability for employees located in the Philippines. There were no significant reclassification adjustments out of accumulated other comprehensive income to the condensed consolidated statement of operations and comprehensive loss. |