Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 23, 2015 | Jun. 30, 2014 |
Entity Information [Line Items] | |||
Entity Registrant Name | NetSuite Inc. | ||
Entity Central Index Key | 1117106 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | N | ||
Amendment Flag | FALSE | ||
Common stock, shares outstanding | 77,308,629 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $3,257.60 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $367,769 | $451,577 |
Short-term marketable securities | 82,622 | 0 |
Accounts receivable, net of allowances of $1,886 and $833 as of December 31, 2014 and December 31, 2013, respectively | 139,221 | 86,818 |
Deferred commissions | 53,377 | 38,187 |
Other current assets | 30,012 | 22,622 |
Total current assets | 673,001 | 599,204 |
Marketable securities, non-current | 9,143 | 0 |
Property and equipment, net | 58,539 | 48,183 |
Deferred commissions, non-current | 13,499 | 8,405 |
Goodwill | 123,049 | 84,478 |
Other intangible assets, net | 32,404 | 20,460 |
Other assets | 12,604 | 11,669 |
Total assets | 922,239 | 772,399 |
Current liabilities: | ||
Accounts payable | 5,082 | 4,838 |
Deferred revenue | 300,884 | 211,694 |
Accrued compensation | 41,081 | 24,535 |
Accrued expenses | 30,975 | 21,721 |
Other current liabilities (including note payable to related party of $2,774 and $3,054 as of December 31, 2014 and December 31, 2013, respectively) | 14,751 | 16,776 |
Total current liabilities | 392,773 | 279,564 |
Long-term liabilities: | ||
Convertible 0.25% senior notes, net | 265,710 | 254,038 |
Deferred revenue, non-current | 13,622 | 12,913 |
Other long-term liabilities (including note payable to related party of $5,928 and $8,702 as of December 31, 2014 and December 31, 2013, respectively) | 15,900 | 15,832 |
Total long-term liabilities | 295,232 | 282,783 |
Total liabilities | 688,005 | 562,347 |
Commitments and contingencies (Notes 11 and 12) | ||
Total equity: | ||
Common stock, par value $0.01, 500,000,000 shares authorized; 77,031,827 and 75,131,404 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively | 770 | 751 |
Additional paid-in capital | 788,583 | 658,717 |
Accumulated other comprehensive income / (loss) | -5,912 | -246 |
Accumulated deficit | -549,207 | -449,170 |
Total equity | 234,234 | 210,052 |
Total liabilities and total equity | $922,239 | $772,399 |
Consolidated_Balance_Sheets_Ba
Consolidated Balance Sheets Balance Sheet Parenthetical (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $1,886 | $833 |
Notes payable to related party, short-term | 2,774 | 3,054 |
Notes payable to related party, long-term | $5,928 | $8,702 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 77,031,827 | 75,131,404 |
Common stock, shares, outstanding | 77,031,827 | 75,131,404 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | |||
Subscription and support | $447,782 | $333,556 | $252,903 |
Professional services and other | 108,502 | 80,952 | 55,922 |
Total revenue | 556,284 | 414,508 | 308,825 |
Cost of revenue: | |||
Subscription and support | 72,007 | 55,269 | 41,857 |
Professional services and other | 104,803 | 79,925 | 53,706 |
Total cost of revenue | 176,810 | 135,194 | 95,563 |
Gross profit | 379,474 | 279,314 | 213,262 |
Operating expenses: | |||
Product development | 106,706 | 78,312 | 52,739 |
Sales and marketing | 290,961 | 210,079 | 154,294 |
General and administrative | 65,138 | 51,693 | 38,469 |
Total operating expenses | 462,805 | 340,084 | 245,502 |
Operating loss | -83,331 | -60,770 | -32,240 |
Other income / (expense), net: | |||
Interest income | 220 | 67 | 158 |
Interest Expense | 14,309 | 8,424 | 192 |
Other expense, net | -451 | -383 | -412 |
Total other income / (expense), net | -14,540 | -8,740 | -446 |
Total | -97,871 | -69,510 | -32,686 |
Provision for income taxes | 2,166 | 899 | 2,543 |
Net loss | -100,037 | -70,409 | -35,229 |
Net loss per common share, basic and diluted | ($1.31) | ($0.95) | ($0.50) |
Weighted average number of shares used in computing net loss per share | 76,174 | 74,085 | 70,713 |
Foreign currency translation gains / (loss), net of taxes | -5,751 | -1,136 | 659 |
Unrealized loss on marketable securities | -5 | 0 | 0 |
Accumulated pension liability | 90 | -60 | -78 |
Comprehensive loss | ($105,703) | ($71,605) | ($34,648) |
Consolidated_Statements_of_Tot
Consolidated Statements of Total Equity (USD $) | Total | Common stock | Additional paid-in capital | Accumulated other comprehensive income / (loss) | Accumulated deficit |
In Thousands, except Share data, unless otherwise specified | |||||
Balance - value at Dec. 31, 2011 | $688 | $470,485 | $369 | ($343,532) | |
Total equity at Dec. 31, 2011 | 128,010 | ||||
Balance - shares at Dec. 31, 2011 | 68,785,296 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of stock options for cash - shares | 2,028,576 | ||||
Exercise of stock options for cash - value | 15,935 | 20 | 15,915 | ||
Repurchase and vesting of restricted awards and units - shares | 1,861,393 | ||||
Repurchase and vesting of restricted awards and units - value | -257 | 19 | -276 | ||
Income tax expense - foreign stock based compensation | 297 | 297 | |||
Capitalized stock-based compensation | 990 | 990 | |||
Stock-based compensation | 48,442 | 48,442 | |||
Shares issued to acquire Venda Inc. | 0 | ||||
Accumulated pension liability | -78 | -78 | |||
Unrealized loss on marketable securities | 0 | ||||
Foreign currency translation adjustment | 659 | 659 | |||
Net loss | -35,229 | -35,229 | |||
Total equity at Dec. 31, 2012 | 158,769 | ||||
Balance - value at Dec. 31, 2012 | 727 | 535,853 | 950 | -378,761 | |
Balance - shares at Dec. 31, 2012 | 72,675,265 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of stock options for cash - shares | 1,102,032 | ||||
Exercise of stock options for cash - value | 16,951 | 11 | 16,940 | ||
Repurchase and vesting of restricted awards and units - shares | 1,702,944 | ||||
Repurchase and vesting of restricted awards and units - value | -162 | 17 | -179 | ||
Excess tax benefit on stock-based compensation | 410 | 410 | |||
Capitalized stock-based compensation | 1,099 | 1,099 | |||
Stock-based compensation | 73,660 | 73,660 | |||
Shares issued to acquire Venda Inc. | 0 | ||||
Convertible 0.25% senior notes issuance | 60,931 | 60,931 | |||
Repurchased and retired common stock price paid -shares | -348,837 | ||||
Repurchased and retired common stock price paid | -30,001 | -4 | -29,997 | ||
Accumulated pension liability | -60 | -60 | |||
Unrealized loss on marketable securities | 0 | ||||
Foreign currency translation adjustment | -1,136 | -1,136 | |||
Net loss | -70,409 | -70,409 | |||
Total equity at Dec. 31, 2013 | 210,052 | ||||
Balance - value at Dec. 31, 2013 | 751 | 658,717 | -246 | -449,170 | |
Balance - shares at Dec. 31, 2013 | 75,131,404 | 75,131,404 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of stock options for cash - shares | 341,000 | 340,824 | |||
Exercise of stock options for cash - value | 9,030 | 3 | 9,027 | ||
Repurchase and vesting of restricted awards and units - shares | 1,255,235 | ||||
Repurchase and vesting of restricted awards and units - value | -138 | 13 | -151 | ||
Excess tax benefit on stock-based compensation | 313 | 313 | |||
Capitalized stock-based compensation | 1,415 | 1,415 | |||
Stock-based compensation | 96,480 | 96,480 | |||
Shares issued to acquire Venda Inc. - shares | 304,364 | ||||
Shares issued to acquire Venda Inc. | 22,785 | 3 | 22,782 | ||
Accumulated pension liability | 90 | 90 | |||
Unrealized loss on marketable securities | -5 | -5 | |||
Foreign currency translation adjustment | -5,751 | -5,751 | |||
Net loss | -100,037 | -100,037 | |||
Total equity at Dec. 31, 2014 | 234,234 | ||||
Balance - value at Dec. 31, 2014 | $770 | $788,583 | ($5,912) | ($549,207) | |
Balance - shares at Dec. 31, 2014 | 77,031,827 | 77,031,827 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net loss | ($100,037) | ($70,409) | ($35,229) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 20,115 | 15,668 | 11,006 |
Amortization of other intangible assets | 9,993 | 6,749 | 4,580 |
Amortization of debt discount and transaction costs | 12,910 | 7,316 | 0 |
Provision for accounts receivable allowances | 1,446 | 1,041 | 616 |
Stock-based compensation | 96,480 | 73,660 | 48,442 |
Amortization of deferred commissions | 75,249 | 55,531 | 45,312 |
Excess tax benefit stock-based compensation | -313 | -410 | -297 |
Changes in operating assets and liabilities, net of acquired assets and assumed liabilities: | |||
Accounts receivable | -50,811 | -22,305 | -25,913 |
Deferred commissions | -95,532 | -70,380 | -50,504 |
Other current assets | -4,932 | -12,486 | -443 |
Other assets | -2,165 | -2,329 | 818 |
Accounts payable | -2,321 | 1,691 | 1,030 |
Accrued compensation | 15,403 | 6,173 | 940 |
Deferred revenue | 89,668 | 63,510 | 49,524 |
Other current liabilities | 11,624 | 8,771 | 5,453 |
Other long-term liabilities | -1,857 | 444 | -1,037 |
Net cash provided by operating activities | 74,920 | 62,235 | 54,298 |
Cash flows from investing activities: | |||
Purchases of property and equipment | -23,732 | -20,337 | -11,843 |
Capitalized internal use software | -2,578 | -2,056 | -3,041 |
Cash paid in business combination | -39,209 | -58,630 | -9,221 |
Purchases of marketable securities | -105,576 | 0 | 0 |
Maturities of marketable securities | 10,000 | 0 | 0 |
Sales of marketable securities | 3,799 | 0 | 0 |
Net cash used in investing activities | -157,296 | -81,023 | -24,105 |
Cash flows from financing activities: | |||
Proceeds from issuance of convertible 0.25% senior notes | 0 | 310,000 | 0 |
Payments of issuance costs on convertible 0.25% senior notes | 0 | -8,260 | 0 |
Payments under capital leases | -364 | -744 | -726 |
repayment principal software license | 3,054 | 2,612 | 1,550 |
Payments to repurchase common stock | 0 | -30,000 | 0 |
Excess tax benefit stock-based compensation | 313 | 410 | 297 |
Payments related to business combinations | -5,945 | 0 | 0 |
RSUs acquired to settle employee withholding liability | -137 | -162 | -257 |
Proceeds from issuance of common stock | 9,029 | 16,944 | 15,968 |
Net cash provided by financing activities | -158 | 285,576 | 13,732 |
Effect of exchange rate changes on cash and cash equivalents | -1,274 | -1,070 | 486 |
Net change in cash and cash equivalents | -83,808 | 265,718 | 44,411 |
Cash and cash equivalents at beginning of period | 451,577 | 185,859 | 141,448 |
Cash and cash equivalents at end of period | 367,769 | 451,577 | 185,859 |
Supplemental cash flow disclosure: | |||
Cash paid for interest to related parties | 464 | 431 | 82 |
Cash paid for interest to other parties | 565 | 442 | 124 |
Cash paid for income taxes, net of tax refunds | 1,320 | 937 | 1,248 |
Noncash financing and investing activities: | |||
Fixed assets acquired under related party agreement | 0 | 11,355 | 0 |
Fixed assets and other acquired under capital lease | 0 | 0 | 0 |
Common stock issued in connection with business combination | $22,785 | $0 | $0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization |
NetSuite Inc. (the “Company”) provides cloud-based financials/Enterprise Resource Planning (“ERP”) and omnichannel commerce software suites. In addition, the Company offers a broad suite of applications, including financial management, Customer Relationship Management (“CRM”), Ecommerce and retail management, Professional Services Automation (“PSA”) and Human Capital Management ("HCM") that enables companies to manage most of their core business operations in its single integrated suite. The Company’s "real-time dashboard" technology provides an easy-to-use view into up-to-date, role-specific business information. The Company also offers customer support and professional services related to implementing and supporting its suite of applications. The Company delivers its suite over the Internet as a subscription service using the software-as-a-service ("SaaS") model. The Company’s headquarters are located in San Mateo, California. The Company conducts its business worldwide, with international locations in Canada, Europe, Asia, Australia and Uruguay. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Significant Accounting Policies | Significant Accounting Policies | |||||||||||
Basis of Presentation and Principles of Consolidation | ||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated. | ||||||||||||
Recent Accounting Standards | ||||||||||||
In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace most existing U.S. GAAP guidance on this topic. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for the Company beginning January 1, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the impact of adopting this new accounting standard on its financial statements and has not selected a transition method. | ||||||||||||
Use of Estimates | ||||||||||||
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. | ||||||||||||
Segments | ||||||||||||
The Company's chief operating decision maker is its Chief Executive Officer ("CEO"), who reviews financial information presented on a consolidated basis, accompanied by information about revenue by geographic region. Accordingly, the Company has determined that it has a single reportable segment, specifically, the provision of cloud-based business management application suites. | ||||||||||||
Revenue Recognition | ||||||||||||
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 cloud-based 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 cloud-based application service at any time. Professional services and other revenue include fees from consultation services to support the business process mapping, configuration, data migration, integration and training. 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. | ||||||||||||
For the most part, 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 does not currently have any liabilities on its balance sheet for these commitments. | ||||||||||||
The Company commences revenue recognition when all of the following conditions are met: | ||||||||||||
• | There is persuasive evidence of an arrangement; | |||||||||||
• | The service is being provided to the customer; | |||||||||||
• | The collection of the fees is reasonably assured; and | |||||||||||
• | The amount of fees to be paid by the customer is fixed or determinable. | |||||||||||
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 its cloud-based 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. For the most part, 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. | ||||||||||||
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. | ||||||||||||
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. | ||||||||||||
Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenues. | ||||||||||||
Deferred Revenue | ||||||||||||
Deferred revenue consists of billings or payments received in advance of revenue recognition and is recognized as the revenue recognition criteria are met. The Company generally invoices its customers annually or in monthly or quarterly installments. Accordingly, the deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription agreements. Deferred revenue that will be recognized during the succeeding 12 month period is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue. | ||||||||||||
Cost of Revenue | ||||||||||||
Cost of revenue primarily consists of costs related to hosting the Company's cloud-based application suite, providing customer support, data communications expenses, salaries and benefits of operations and support personnel, software license fees, costs associated with website development activities, allocated overhead, amortization expense associated with capitalized internal use software and acquired developed technology assets and property and equipment depreciation. Costs related to professional services are expensed as incurred. | ||||||||||||
Deferred Commissions | ||||||||||||
The Company capitalizes commission costs that are incremental and directly related to the acquisition of customer contracts. Commission costs are accrued and capitalized upon execution of the sales contract by the customer. Payments to partners and sales personnel are made shortly after the receipt of the related customer payment. Deferred commissions are amortized over the term of the related non-cancelable customer contract and are recoverable through the related future revenue streams. The Company capitalized commission costs of $95.5 million, $70.4 million and $50.5 million during the years ended December 31, 2014, 2013 and 2012, respectively. Commission amortization expense was $75.2 million, $55.5 million and $45.3 million during the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
Internal Use Software and Website Development Costs | ||||||||||||
The Company capitalizes certain development costs incurred in connection with its internal use software and website. These capitalized costs are primarily related to the integrated business management application suite that is hosted by the Company and accessed by its customers on a subscription basis. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal use software is amortized on a straight line basis over its estimated useful life, generally three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. There were no impairments to internal use software during the years ended December 31, 2014, 2013 and 2012. The Company capitalized $4.0 million, $3.2 million and $4.1 million in internal use software during the years ended December 31, 2014, 2013 and 2012, respectively. Included in the December 31, 2014, 2013 and 2012 capitalized development costs are $1.4 million, $1.1 million and $990,000, respectively, in stock-based compensation costs. Amortization expense totaled $2.7 million, $1.6 million and $629,000 during the years ended December 31, 2014, 2013 and 2012, respectively. The net book value of capitalized internal use software at December 31, 2014 and 2013 was $7.8 million and $6.5 million, respectively. In December 2012, the Company purchased $1.5 million in developed technology which was capitalized as internal use software. A total of $1.3 million was paid to the two former owners on the purchase date and the remaining $225,000 was paid within 15 months after the purchase date. The $1.5 million total purchase price is included in the $4.1 million in development costs capitalized in 2012. During 2013, the Company integrated this developed technology into its data center production environment. | ||||||||||||
Income Taxes | ||||||||||||
The Company accounts for income taxes under the asset and liability approach. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and amounts recognized for income tax reporting purposes, net operating loss carryforwards and other tax credits measured by applying currently enacted tax laws. Valuation allowances are provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. | ||||||||||||
Compliance with income tax regulations requires the Company to make decisions relating to the transfer pricing of revenue and expenses between each of its legal entities that are located in several countries. The Company's determinations include many decisions based on management's knowledge of the underlying assets of the business, the legal ownership of these assets, and the ultimate transactions conducted with customers and other third parties. The calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations in multiple tax jurisdictions. The Company may be periodically reviewed by domestic and foreign tax authorities regarding the amount of taxes due. These reviews may include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the exposure associated with various filing positions, the Company records estimated reserves when it is more likely than not that an uncertain tax position will not be sustained upon examination by a taxing authority. Such estimates are subject to change. See Note 15 for information regarding the impact of the Company's accounting for uncertainty in income taxes. | ||||||||||||
Cash and Cash Equivalents | ||||||||||||
The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Cash equivalents are comprised of investments in money market mutual funds and commercial paper. Cash and cash equivalents are recorded at cost, which approximates fair value. | ||||||||||||
Goodwill and Other Intangible Assets | ||||||||||||
The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company has determined that there is a single reporting unit for the purpose of goodwill impairment tests. For purposes of assessing the impairment of goodwill, the Company annually, on October 1st, estimates the fair value of the reporting unit and compares this amount to the carrying value of the reporting unit. If the Company determines that the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. In 2014, the Company changed its annual goodwill impairment date from December 31, to October 1. On October 1, 2014, the Company completed its annual impairment test of goodwill. Based upon that evaluation, the Company determined that its goodwill was not impaired. | ||||||||||||
Other intangible assets, consisting of developed technology, trade name and customer relationships, are stated at cost less accumulated amortization. All other intangible assets have been determined to have definite lives and are amortized on a straight-line basis over their estimated remaining economic lives, ranging from one to seven years. Amortization expense related to developed technology is included in cost of subscription and support revenue while amortization expense related to tradenames and customer relationships is included in sales and marketing expense. | ||||||||||||
Long-lived Assets | ||||||||||||
The Company continually monitors events and changes in circumstances that could indicate that carrying amounts of its long-lived assets, including property and equipment and intangible assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. | ||||||||||||
In 2009, the Company acquired QuickArrow (“QA”) for approximately $19.4 million and assigned $3.3 million to the developed technology intangible asset. The QA developed technology was being amortized over a four years period to cost of revenue. In the second quarter of 2012, certain QA customers transitioned from the QA service offering to a NetSuite service offering or terminated their service completely. As a result, the QA expected undiscounted cash flows decreased below the carrying value of the QA developed technology assets and the Company recorded a $401,000 impairment charge. $401,000 represented the excess of the carrying amount of the QA developed technology over the fair value of such asset as of June 30, 2012. The QA developed technology fair value at June 30, 2012 was derived from the expected QA future cash flows which were based on revenue generated by customers using the QA service, a Level 3 unobservable input as described in Note 5. The Company amortized the remaining $481,000 net carrying value of the asset over the second half of 2012. | ||||||||||||
The Company did not recognize any impairment charges on its long-lived assets during the years ended 2014 and 2013. | ||||||||||||
Leases | ||||||||||||
The Company leases worldwide facilities and certain other equipment under non-cancelable lease agreements. The terms of certain lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period and accrues for rent expense incurred but not paid. | ||||||||||||
Under certain leases, the Company also receives reimbursements for leasehold improvements. These reimbursements are lease incentives which are recognized as a liability and are amortized on a straight-line basis over the term of the lease as a reduction of minimum rental expense. The leasehold improvements are included in property, plant and equipment and are amortized over the shorter of the estimated useful life of the improvements or the lease term. | ||||||||||||
Property and Equipment | ||||||||||||
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis over the estimated asset lives. The estimated useful lives by asset classification are generally as follows: | ||||||||||||
Asset classification | Estimated useful life in years | |||||||||||
Office equipment | 3 | |||||||||||
Furniture and fixtures | 5 | |||||||||||
Computers | 3 | |||||||||||
Software, perpetual license | 3 to 7 | |||||||||||
Software, license with stated term | Term of the license | |||||||||||
Amortization of leasehold improvements is computed on a straight-line basis over the shorter of the lease term or the estimated useful lives of the assets. | ||||||||||||
Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in other income. | ||||||||||||
Warranties and Indemnification | ||||||||||||
The Company's cloud-based application service is typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company's on-line help documentation under normal use and circumstances. | ||||||||||||
The Company includes service level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments. And the accrued liability related to such obligations in the accompanying consolidated financial statements is negligible. | ||||||||||||
The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person's service as a director or officer, including any action by the Company, arising out of that person's services as the Company's director or officer or that person's services provided to any other company or enterprise at the Company's request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. | ||||||||||||
The Company's arrangements include provisions indemnifying customers against liabilities if our 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 consolidated financial statements. | ||||||||||||
Concentration of Credit Risk and Significant Customers and Suppliers | ||||||||||||
Financial instruments potentially exposing the Company to concentration of credit risk consist primarily of cash and cash equivalents, marketable securities, restricted cash and trade accounts receivable. The Company maintains an allowance for doubtful accounts receivables balance. The allowance is based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with problem accounts. The Company generally charges off uncollectible accounts receivable balances 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. At December 31, 2014 and 2013, 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. At December 31, 2014 and 2013, long-lived assets located outside the United States were not significant. | ||||||||||||
Revenue by geographic region, based on the billing address of the customer, was as follows for the periods presented: | ||||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(dollars in thousands) | ||||||||||||
United States | $ | 414,172 | $ | 308,513 | $ | 227,975 | ||||||
International | 142,112 | 105,995 | 80,850 | |||||||||
Total revenue | $ | 556,284 | $ | 414,508 | $ | 308,825 | ||||||
Percentage of revenue generated outside of the United States | 26 | % | 26 | % | 26 | % | ||||||
No single country outside the United States represented more than 10% of revenue during the years ended December 31, 2014, 2013 or 2012. | ||||||||||||
Certain Significant Risks and Uncertainties | ||||||||||||
The Company participates in the dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on the Company's future financial position, results of operations or cash flows; advances and trends in new technologies and industry standards; pressures resulting from new applications offered by competitors; changes in certain strategic or customer relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; risk associated with changes in domestic and international economic or political conditions or regulations; availability of necessary product components; and the Company's ability to attract and retain employees necessary to support its growth. | ||||||||||||
Foreign Currency Translation | ||||||||||||
The U.S. dollar is the reporting currency for all periods presented. The financial information for entities outside the United States is measured in their functional currency which, depending on circumstances, may either be the local currency or the U.S. dollar. The Company translates its financial statements of consolidated entities whose functional currency is not the U.S. dollar into U.S. dollars. The Company translates its assets and liabilities at the exchange rate in effect as of the financial statement date and translates statement of operations accounts using the average exchange rate for the period. Exchange rate differences resulting from translation adjustments are accounted for as a component of accumulated other comprehensive income / (loss). Gains or losses, whether realized or unrealized, due to transactions in foreign currencies are reflected in the consolidated statements of operations under the line item other income / (expense). The Company recognized net foreign currency losses of $437,000, $343,000 and $487,000 during the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
Advertising Expense | ||||||||||||
Advertising costs are expensed as incurred. For the years ended December 31, 2014, 2013 and 2012, advertising expense was $12.8 million, $8.2 million and $4.1 million, respectively. | ||||||||||||
Stock-Based Compensation | ||||||||||||
The Company uses the fair value method for recording stock-based compensation for new awards granted, modified, repurchased or cancelled. The Company recognizes compensation costs for stock option grants, restricted awards and restricted stock unit awards on a straight-line basis over the requisite service period for the entire awards. The Company recognizes compensation expense related to performance share awards based on the accelerated method which recognizes a larger portion of the expense during the beginning of the vesting period than in the end of the vesting period. | ||||||||||||
Under the 2007 Equity Incentive Plan (the "2007 Plan"), the Company has granted selected executives and other key employees performance shares ("PS") and performance share units ("PSUs"), which are restricted stock units (“RSUs”). PS vesting is contingent upon meeting certain company-wide performance goals while PSUs vesting is contingent upon meeting certain company-wide performance goals and market-based performance goals. Unforfeited PS and PSUs generally will vest in three equal annual tranches over the service period. The PS and PSUs grant date fair value, which is also the total stock-based compensation expense associated with the performance based awards, is determined based on the value of the underlying shares on the grant date and is recognized over the vesting term. On a quarterly basis, management estimates the number of PS and PSUs that will be granted at the end of the performance period. The PS fair value is based on market value of shares on the grant date (the intrinsic value). The fair value of the market-based PSUs on the grant date (measurement date) is calculated using a Monte Carlo simulation model that estimates the distribution of the potential outcomes of the PSU grants based on simulated future stock prices of the peer group. | ||||||||||||
The Company accounts for compensation expense related to stock options granted to consultants and other non-employees based on the fair values estimated using the Black-Scholes model on the date of grant and re-measured at each reporting date over the performance period. The compensation expense is amortized using the straight-line method over the related service term. | ||||||||||||
The Company issues new shares of its common stock upon the exercise of stock options and the vesting of restricted stock, RSUs, PSs and PSUs. | ||||||||||||
Qualified Operational Expense Reimbursements | ||||||||||||
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 Republic government will reimburse the Company for certain operational expenses it incurs. While the Company became eligible to participate in this program in 2010, it did not record a subsidy credit in the financial statements until it was assured of collection in 2012. Effective January 2012, when the Company incurs reimbursable operating expenses, it records a reduction in operational expenses and a receivable from the Czech government. In the first quarter of 2014, the Company reached the initial program's reimbursement limit. The Company then began participating in a second subsidy program, similar in nature to the initial program, in the second quarter of 2014. During the years ended December 31, 2014, 2013, and 2012, the Company's operational expenses were reduced by approximately $1.5 million, $2.5 million and $2.0 million, respectively, for reimbursements of eligible operating expenses incurred during the years ended December 31, 2014, 2013 and the period from November 2010 to December 31, 2012, respectively. The Company received approximately $2.2 million, $2.0 million and $1.2 million in payments from the Czech Republic government during the years ended December 31, 2014, 2013 and 2012 , respectively. As of December 31, 2014, $645,000 in reimbursements, adjusted for foreign currency valuations, are due the Company and included in other current assets. | ||||||||||||
Net Loss Per Common Share | ||||||||||||
Basic net loss per common share is computed by dividing net loss attributable to NetSuite Inc. common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by giving effect to all potentially dilutive common shares including options, restricted stock, restricted stock units, performance share units, performance shares and convertible debt shares. Basic and diluted net loss per common share was the same for all periods presented as the impact of all potentially dilutive securities outstanding was anti-dilutive. | ||||||||||||
Accumulated Other Comprehensive Income / (Loss) | ||||||||||||
Accumulated other comprehensive income / (loss) is comprised of foreign currency translation gains and losses, net of tax, unrealized losses on marketable securities and an accumulated pension liability for employees located in the Philippines. The foreign currency translation gains /(losses), net of taxes as of December 31, 2014 and 2013 were $(5.7) million, and $22,000, respectively. Unrealized loss on marketable securities was $5,000 as of December 31, 2014. During the years ended December 31, 2014, 2013 and 2012, there were no realized gains/(losses) on marketable securities. The unamortized defined benefit pension costs as of December 31, 2014 and 2013 was $(178,000) and $(268,000), respectively. |
Business_Combinations
Business Combinations | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Business Combinations [Abstract] | ||||||||||
Business Combinations | Business Combinations | |||||||||
During 2014, the Company purchased certain warehouse management solution provider ("WMS") assets to expand its manufacturing vertical and Venda Limited (“Venda") to further develop its Ecommerce vertical. In connection with these acquisitions, the Company incurred transaction costs totaling $4.6 million. | ||||||||||
2014 Acquisitions | ||||||||||
WMS | Venda | |||||||||
26-Sep-14 | 17-Jul-14 | |||||||||
(dollars in thousands) | ||||||||||
Accounts receivable | $ | — | $ | 3,763 | ||||||
Developed technology | 700 | 7,700 | ||||||||
Customer relationships | 300 | 12,300 | ||||||||
Trademarks | 20 | 2,700 | ||||||||
Goodwill | 14,752 | 27,228 | ||||||||
Accounts payable | — | (2,085 | ) | |||||||
Deferred tax liabilities | — | (2,132 | ) | |||||||
Tax related liabilities | — | (2,909 | ) | |||||||
Other assets / (liabilities), net | (180 | ) | 1,873 | |||||||
Total purchase price | $ | 15,592 | $ | 48,438 | ||||||
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 intangible assets in connection with the acquisition. | ||||||||||
WMS | ||||||||||
On September 26, 2014, the Company purchased certain WMS assets to expand its manufacturing vertical. The WMS assets, liabilities and operating results are reflected in the Company’s consolidated financial statements from the date of acquisition. On the closing date, the Company paid $15.6 million in cash of which, $2.4 million is being held in escrow for up to 18 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 asset purchase agreement. Additionally, $350,000 of consideration is being held in escrow until certain WMS tax matters are resolved. | ||||||||||
The Company will amortize the intangible assets on a straight-line basis over the following periods: | ||||||||||
• | developed technology, five years; and | |||||||||
• | customer relationships, four years; | |||||||||
Venda | ||||||||||
On July 17, 2014, the Company completed the purchase of all the outstanding equity of Venda, a private company that provides Ecommerce solutions to its customers. Venda expands the Company’s European customer base and adds certain functionality to the Company's product suite. The Venda assets, liabilities and operating results are reflected in the Company’s consolidated financial statements from the date of acquisition. On the closing date, the Company paid $25.7 million in cash and issued 304,364 unregistered shares of the Company's common stock with a fair value of $22.8 million inclusive of a discount from the quoted market price due to certain trading restrictions associated with the shares. Of the cash consideration paid, $10.1 million is being held in escrow for up to two years following the close of the transaction as protection against tax contingencies and losses the Company may incur in the event of certain breaches of representations and warranties covered in the purchase agreement. | ||||||||||
The Company will amortize the intangible assets on a straight-line basis over the following periods: | ||||||||||
• | developed technology, five years; | |||||||||
• | customer relationships, seven years; and | |||||||||
• | trademarks, three years. | |||||||||
The initial accounting for Venda accounts receivable, intangible assets, other customer related liabilities, facilities related liabilities and employee related liabilities is incomplete because the Company is in the process of determining the fair value of these assets and liabilities. The Company is also undertaking an analysis of certain tax matters associated with the Venda acquisition which could result in an adjustment to the acquisition price allocation. | ||||||||||
Comparative pro forma financial information for WMS and Venda acquisitions has not been presented because the WMS and Venda historical financial statements are not material to the Company's consolidated results of operations. | ||||||||||
During 2013, the Company acquired TribeHR, an on-line human capital management software provider and, OrderMotion, an online Ecommerce company and a website hosting provider company. In connections with these acquisitions, the Company incurred transaction costs totaling $3.0 million. | ||||||||||
2013 Acquisitions | ||||||||||
TribeHR | OrderMotion | Website Hosting Provider | ||||||||
1-Nov-13 | 3-May-13 | 6-Mar-13 | ||||||||
(dollars in thousands) | ||||||||||
Cash | $ | — | $ | 1,069 | $ | 264 | ||||
Accounts receivable | — | 804 | — | |||||||
Developed technology | 1,300 | 5,100 | 1,100 | |||||||
Customer relationships | 1,000 | 3,000 | 2,100 | |||||||
Trademarks | 600 | 400 | 200 | |||||||
Goodwill | 21,543 | 18,176 | 9,721 | |||||||
Other assets / (liabilities), net | 352 | (433 | ) | (75 | ) | |||||
Deferred income tax liabilities | — | — | (1,322 | ) | ||||||
Total purchase price | $ | 24,795 | $ | 28,116 | $ | 11,988 | ||||
Under the acquisition method of accounting, the Company allocates 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 makes 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. | ||||||||||
TribeHR | ||||||||||
On November 1, 2013, the Company completed the purchase all of the outstanding equity of TribeHR ("T-HR"), an on-line human capital management software provider. The T-HR product expands the Company's product suite and the T-HR workforce augments the Company's existing product development teams, which allows the Company to expand its business capabilities in human resource management. The assets, liabilities and operating results of T-HR are reflected in the Company’s consolidated financial statements from the date of acquisition. On the closing date, the Company paid $24.8 million in cash of which, $2.5 million was being held in escrow for up to 12 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. | ||||||||||
In 2014, the escrow agent disbursed the withheld funds except for $140,000 which is being held for certain escrow claims. During the fourth quarter of 2013, the Company recorded $1.3 million in operating expenses related to transaction costs associated with this business combination. | ||||||||||
The Company will amortize the intangible assets on a straight-line basis over the following periods: | ||||||||||
• | developed technology, five years; | |||||||||
• | customer relationships, four years; and | |||||||||
• | trademarks, two years. | |||||||||
OrderMotion | ||||||||||
On May 3, 2013, the Company completed the purchase all of the outstanding equity of OrderMotion ("OM"). OM provides online Ecommerce Order Management Services 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, liabilites and operating results of OM are reflected in the Company’s 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 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. | ||||||||||
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. | |||||||||
As of December 31, 2013, the Company's OM purchase consideration obligations totaled $3.9 million. During the year ended December 31, 2014, the Company paid the former OM owners $3.3 million in cash. As of December 31, 2014, the Company's remaining OM purchase consideration obligation is $655,000. | ||||||||||
Website Hosting Provider | ||||||||||
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, liabilities and operating results of WH are reflected in the Company’s 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 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. | ||||||||||
The Company will amortize the intangible assets on a straight-line basis over the following periods: | ||||||||||
• | developed technology, three years; | |||||||||
• | customer relationships, four years; and | |||||||||
• | trademarks, two years. | |||||||||
During the year ended December 31, 2014, the Company paid the former owners $1.0 million of the withheld consideration and reduced the remaining obligation by approximately $200,000 for various adjustments. As of December 31, 2014, $600,000 in consideration is still being withheld by the Company. | ||||||||||
Retail Anywhere | ||||||||||
In November 2012, the Company purchased certain assets from Retail Anywhere ("RA"), an on-line retail solution service provider. The Company purchased certain RA assets and assumed certain liabilities to expand its retail software solutions in the Ecommerce vertical. On the closing date, the Company paid $5.0 million in cash. | ||||||||||
Additional consideration of $1.3 million in cash was being withheld for up to the 15 months following the close of the transaction as protection against certain losses the Company may incur in the event of certain breaches of representations and warranties covered in the purchase agreement. As of December 31, 2013, the Company's remaining obligation was $1.1 million which was paid during the year ended December 31, 2014. |
Cash_Cash_Equivalents
Cash & Cash Equivalents | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Cash and Cash Equivalents [Abstract] | |||||||||
Cash & Cash Equivalents | Cash and Cash Equivalents | ||||||||
Cash equivalents are comprised of investments in money market mutual funds and commercial paper. Cash and cash equivalents are recorded at cost, which approximates fair value. | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(dollars in thousands) | |||||||||
Cash | $ | 206,947 | $ | 329,050 | |||||
Money market mutual funds | 152,673 | 122,527 | |||||||
Commercial paper | 8,149 | — | |||||||
Total cash and cash equivalents | $ | 367,769 | $ | 451,577 | |||||
Restricted Cash | |||||||||
Restricted cash totaled $211,000 and $753,000 as of December 31, 2014 and December 31, 2013, respectively. These restricted cash accounts secure letters of credit applied against certain of the Company’s facility lease agreements. Of the $211,000 restricted cash balance as of December 31, 2014, $35,000 is classified as current other assets and $176,000 is classified as long-term other assets. The $753,000 restricted cash balance as of December 31, 2013 includes $38,000 classified as current other assets and $715,000 classified as long-term other assets. | |||||||||
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. |
Financial_Instruments
Financial Instruments | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||
Financial Instruments | Financial Instruments | |||||||||||||||||||||||||||||||
The Company invests primarily in money market funds, commercial paper, highly liquid debt instruments of the U.S. government and its agencies, U.S. municipal obligations, and U.S. and foreign corporate debt securities. All highly liquid investments with maturities of 90 days or less from date of purchase are classified as cash equivalents and all highly liquid investments with maturities of greater than 90 days but less than a year from date of purchase are classified as short-term marketable securities. Highly liquid investments with maturities of greater than a year from the balance sheet date are classified as marketable securities, non-current. Short-term marketable securities and marketable securities, non-current are also classified as available-for-sale. The Company intends to hold marketable securities until maturity; however, it may sell these securities at any time for use in current operations or for other purposes, such as consideration for acquisition. Consequently, the Company may or may not hold securities with stated maturities greater than twelve months until maturity. | ||||||||||||||||||||||||||||||||
The Company carries its fixed income investments at fair value and unrealized gains and losses on these investments, net of taxes, are included in accumulated other comprehensive loss, a component of total equity. Realized gains or losses are included in other income / (expense), net section of the consolidated statement of operations and comprehensive loss. When a determination has been made that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is realized and is included in the other income / (expense), net section of the consolidated statement of operations and comprehensive loss. | ||||||||||||||||||||||||||||||||
Marketable securities consist of the following investments: | ||||||||||||||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||||||||||||||
Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||||||||||||||||||
Cash equivalents: | (in thousands) | |||||||||||||||||||||||||||||||
Money market funds | $ | 152,673 | $ | — | $ | — | $ | 152,673 | ||||||||||||||||||||||||
Commercial paper | 8,149 | — | — | 8,149 | ||||||||||||||||||||||||||||
Marketable securities: | ||||||||||||||||||||||||||||||||
Commercial paper | 70,737 | 8 | — | 70,745 | ||||||||||||||||||||||||||||
Corporate notes and obligations | 11,886 | — | (9 | ) | 11,877 | |||||||||||||||||||||||||||
U.S. treasury securities | 9,147 | — | (4 | ) | 9,143 | |||||||||||||||||||||||||||
Total | $ | 252,592 | $ | 8 | $ | (13 | ) | $ | 252,587 | |||||||||||||||||||||||
The Company does not believe any of the unrealized losses represent an other-than-temporary impairment based on its evaluation of available evidence as of December 31, 2014. The Company expects to receive the full principal and interest on all of these marketable securities. | ||||||||||||||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Due within one year | $ | 243,444 | ||||||||||||||||||||||||||||||
Due within two years | 9,143 | |||||||||||||||||||||||||||||||
Total | $ | 252,587 | ||||||||||||||||||||||||||||||
Fair Value Measurements | ||||||||||||||||||||||||||||||||
The Company measures certain financial assets at fair value on a recurring basis based on a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are: | ||||||||||||||||||||||||||||||||
• | Level 1 - Quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||||||||||||||||
• | Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||||||||||||||||||||
• | Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. | |||||||||||||||||||||||||||||||
Level 1 Measurements | ||||||||||||||||||||||||||||||||
The Company's cash equivalents held in money market funds and available-for-sale United States Treasury securities are measured at fair value using level 1 inputs. | ||||||||||||||||||||||||||||||||
Level 2 Measurements | ||||||||||||||||||||||||||||||||
The Company's available-for-sale corporate debt securities and commercial paper are measured at fair value using level 2 inputs. The Company obtains the fair values of its level 2 available-for-sale securities from a professional pricing service. | ||||||||||||||||||||||||||||||||
The Company’s foreign currency forward contracts are measured at fair value using foreign currency rates quoted by banks or foreign currency dealers and other public data sources. Such instruments are classified as Level 2 and are included in other current assets and liabilities. | ||||||||||||||||||||||||||||||||
The fair value of these financial assets and liabilities was determined using the following inputs as of December 31, 2014 and 2013: | ||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Fair value measurements at reporting date using | Fair value measurements at reporting date using | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Cash equivalents | ||||||||||||||||||||||||||||||||
Money market funds | $ | 152,673 | $ | — | $ | — | $ | 152,673 | $ | 122,527 | $ | — | $ | — | $ | 122,527 | ||||||||||||||||
Commercial paper | — | 8,149 | — | 8,149 | — | — | — | — | ||||||||||||||||||||||||
Marketable securities | ||||||||||||||||||||||||||||||||
Commercial paper | — | 70,745 | — | 70,745 | — | — | — | — | ||||||||||||||||||||||||
Corporate notes and obligations | — | 11,877 | — | 11,877 | — | — | — | — | ||||||||||||||||||||||||
U.S. treasury securities | 9,143 | — | — | 9,143 | — | — | — | — | ||||||||||||||||||||||||
Foreign exchange contracts | — | 1,231 | — | 1,231 | — | 375 | — | 375 | ||||||||||||||||||||||||
Total | $ | 161,816 | $ | 92,002 | $ | — | $ | 253,818 | $ | 122,527 | $ | 375 | $ | — | $ | 122,902 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Foreign exchange contracts | $ | — | $ | 1 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Total | $ | — | $ | 1 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Hedging_Activity
Hedging Activity | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||
Hedging Activity | Hedging Activity | |||||||||||||||||||
Balance Sheet Hedging - Hedging of Foreign Currency Assets and Liabilities | ||||||||||||||||||||
During the year ended December 31, 2014, the Company hedged certain of its nonfunctional currency denominated assets and liabilities to reduce the risk that earnings would be adversely affected by changes in exchange rates. The notional amount of derivative instruments acquired during the period was $278.1 million. The Company accounts for derivative instruments as other current assets and liabilities on the balance sheet and measures them at fair value with changes in the fair value recorded as other income / (expense). These derivative instruments do not subject the Company to material balance sheet risk due to exchange rate movements because gains and losses on these derivatives are intended to offset gains and losses on the assets and liabilities being economically hedged. | ||||||||||||||||||||
As of year end, the Company had the following outstanding foreign exchange forward contracts: | ||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||
Notional Value Sold | Notional Value Purchased | Notional Value Sold | Notional Value Purchased | |||||||||||||||||
(US dollars in thousands) | ||||||||||||||||||||
British pound | $ | 16,939 | $ | 7,284 | $ | 7,537 | $ | 4,799 | ||||||||||||
Australian dollar | 16,004 | 7,494 | 11,416 | 4,979 | ||||||||||||||||
Japanese yen | 3,355 | — | 2,285 | — | ||||||||||||||||
Canadian dollar | 796 | 1,267 | 2,445 | 1,817 | ||||||||||||||||
Euro | 2,344 | 547 | 1,356 | — | ||||||||||||||||
Czech crown | 6,510 | 4,710 | 5,240 | 3,490 | ||||||||||||||||
Mexican peso | 268 | 110 | 158 | 116 | ||||||||||||||||
Philippine peso | 7,540 | 5,020 | 5,940 | 3,940 | ||||||||||||||||
New Zealand dollar | 258 | — | 287 | — | ||||||||||||||||
Total | $ | 54,014 | $ | 26,432 | $ | 36,664 | $ | 19,141 | ||||||||||||
The fair value of the derivative instruments reported on the Company’s Consolidated Balance Sheet were as follows: | ||||||||||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||||||||||
Balance Sheet Location | December 31, 2014 | December 31, 2013 | Balance Sheet Location | December 31, 2014 | December 31, 2013 | |||||||||||||||
Derivatives and forward contracts | Fair Value | Fair Value | Fair Value | Fair Value | ||||||||||||||||
(US dollars in thousands) | ||||||||||||||||||||
Foreign exchange contracts | Other current assets | $ | 1,231 | $ | 375 | Other current liabilities | $ | 1 | $ | — | ||||||||||
Total | $ | 1,231 | $ | 375 | $ | 1 | $ | — | ||||||||||||
The effect of derivative instruments on the Statement of Comprehensive Loss was as follows for the periods presented: | ||||||||||||||||||||
Location of net gain (loss) recognized in income on derivatives | Amount of net gain (loss) recognized in income on derivatives during the | |||||||||||||||||||
Twelve Months Ended December 31, | ||||||||||||||||||||
Derivatives and forward contracts | 2014 | 2013 | 2012 | |||||||||||||||||
(US dollars in thousands) | ||||||||||||||||||||
Foreign exchange contracts | Other income/ (expense), net | $ | 1,446 | $ | 1,095 | $ | (512 | ) | ||||||||||||
Total | $ | 1,446 | $ | 1,095 | $ | (512 | ) | |||||||||||||
The Company has entered into all of its foreign exchange contracts with a single counterparty. During the periods such contracts are open, the Company is subject to a potential maximum amount of loss due to credit risk equal to the gross fair value of the derivative instruments if the counterparty to the instruments failed completely to perform according to the terms of the contracts. Generally, we have the right of offset for gains earned and losses incurred under these agreements. Our agreements with the counterparty do not require either party to provide collateral to mitigate the credit risk of the agreements. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | Property and Equipment | ||||||||
As of year end, property and equipment consisted of: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(dollars in thousands) | |||||||||
Computer equipment | $ | 68,630 | $ | 51,310 | |||||
Purchased software | 30,039 | 28,943 | |||||||
Internally developed software | 16,046 | 12,052 | |||||||
Leasehold improvements | 14,942 | 10,690 | |||||||
Furniture, fixtures and office equipment | 9,292 | 7,875 | |||||||
Total property and equipment | 138,949 | 110,870 | |||||||
Accumulated depreciation and amortization | (80,410 | ) | (62,687 | ) | |||||
Property and equipment, net | $ | 58,539 | $ | 48,183 | |||||
Depreciation and amortization expense was $20.1 million, $15.7 million and $11.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
Goodwill_and_Other_Intangibles
Goodwill and Other Intangibles | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Goodwill and Other Intangibles | Goodwill and Other Intangible Assets | ||||||||||||
The change in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 was as follows: | |||||||||||||
(dollars in thousands) | |||||||||||||
Balance as of January 1, 2013 | $ | 35,661 | |||||||||||
Goodwill acquired: | |||||||||||||
WH business combination March 2013 | 9,721 | ||||||||||||
OM business combination May 2013 | 18,176 | ||||||||||||
T-HR business combination November 2013 | 21,543 | ||||||||||||
Foreign exchange adjustment | (623 | ) | |||||||||||
Balance as of December 31, 2013 | 84,478 | ||||||||||||
Adjustments to prior year business combinations | (248 | ) | |||||||||||
Goodwill acquired: | |||||||||||||
Venda business combination July 2014 | 27,228 | ||||||||||||
WMS business combination September 2014 | 14,752 | ||||||||||||
Foreign exchange adjustment | (3,161 | ) | |||||||||||
Balance as of December 31, 2014 | $ | 123,049 | |||||||||||
The Company does not have a history of goodwill impairments. | |||||||||||||
The carrying amount of other intangible assets was as follows: | |||||||||||||
Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||
December 31, 2014 | |||||||||||||
(dollars in thousands) | |||||||||||||
Developed technology | $ | 27,432 | $ | (15,073 | ) | $ | 12,359 | ||||||
Trade name | 5,305 | (2,696 | ) | 2,609 | |||||||||
Customer relationships | 32,959 | (15,622 | ) | 17,337 | |||||||||
Non-competition agreements | 962 | (863 | ) | 99 | |||||||||
Total | $ | 66,658 | $ | (34,254 | ) | $ | 32,404 | ||||||
December 31, 2013 | |||||||||||||
(dollars in thousands) | |||||||||||||
Developed technology | $ | 19,721 | $ | (11,324 | ) | $ | 8,397 | ||||||
Trade name | 2,827 | (1,621 | ) | 1,206 | |||||||||
Customer relationships | 21,308 | (10,946 | ) | 10,362 | |||||||||
Non-competition agreements | 1,076 | (581 | ) | 495 | |||||||||
Total | $ | 44,932 | $ | (24,472 | ) | $ | 20,460 | ||||||
The total amortization expense for other intangible assets was $10.0 million, $6.7 million and $4.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
Future amortization of intangible assets recorded as of December 31, 2014 is expected to be as follows: | |||||||||||||
Fiscal year ending December 31: | (dollars in thousands) | ||||||||||||
2015 | $ | 10,739 | |||||||||||
2016 | 8,275 | ||||||||||||
2017 | 4,967 | ||||||||||||
2018 | 3,436 | ||||||||||||
2019 | 2,486 | ||||||||||||
Thereafter | 2,501 | ||||||||||||
Total | $ | 32,404 | |||||||||||
Accrued_Compensation
Accrued Compensation | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accrued Compensation | Accrued Compensation | ||||||||
Accrued compensation as of December 31, 2014 and 2013 consists of: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(dollars in thousands) | |||||||||
Sales commission | $ | 19,675 | $ | 11,237 | |||||
Employee bonus | 12,453 | 7,118 | |||||||
Employee benefits, payroll taxes and other | 8,953 | 6,180 | |||||||
Total accrued compensation | $ | 41,081 | $ | 24,535 | |||||
Longterm_Debt
Long-term Debt | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Long-term Debt, Unclassified [Abstract] | |||||||||||||
Long-term Debt | Long-term Debt | ||||||||||||
0.25% Convertible Senior Notes | |||||||||||||
In June 2013, the Company issued at par value $310.0 million of 0.25% convertible senior notes due June 1, 2018 (the “Notes”). Interest is payable semi-annually in arrears on December 1 and June 1 of each year, commencing December 1, 2013. | |||||||||||||
The Notes are governed by an indenture dated as of June 4, 2013, between the Company, as issuer, and Wells Fargo Bank, National Association, as trustee. The Notes do not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior debt or other indebtedness, or the issuance or repurchase of securities by the Company. The Notes are unsecured and rank senior in right of payment to the Company's future indebtedness that is expressly subordinated in right of payment to the Notes, rank equal in right of payment to the Company's existing and future unsecured indebtedness that is not so subordinated. The Notes are effectively subordinated in right of payment to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all existing and future indebtedness, liabilities incurred by our subsidiaries including trade payables, and preferred stock of the Company. | |||||||||||||
Upon conversion, the Company may choose to pay or deliver, as the case may be, either cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock. If converted, holders will receive, at the Company's election, cash and/or shares of the Company's common stock for the principal amount of the Notes and any amounts in excess of the principal amounts. The Company intends to settle the principal amount of the Notes with cash if converted. | |||||||||||||
The initial conversion rate is 8.6133 shares of the Company's common stock per $1,000 principal amount of Notes, subject to anti-dilution adjustments. The initial conversion price is approximately $116.10 per share of the Company's common stock and represents a conversion premium of approximately 35% based on the last reported sale price of the Company's common stock of $86.00 on May 29, 2013, the date the Notes offering was priced. The conversion rate is subject to adjustment from time to time upon the occurrence of certain events, including, but not limited to, the issuance of stock dividends and payment of cash dividends. Holders of the Notes will not receive any cash payment representing accrued and unpaid interest upon conversion of a Note unless the conversion date occurs after a regular record date related to the Notes and prior to the related interest payment date. At any time prior to the close of business on the business day immediately preceding March 1, 2018, holders may convert their Notes at their option only under the following circumstances: | |||||||||||||
● | during any calendar quarter commencing after the calendar quarter ending on September 30, 2013 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; | ||||||||||||
● | during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; or | ||||||||||||
● | upon the occurrence of certain corporate transactions described in the indenture governing the Notes. | ||||||||||||
On and after March 1, 2018 until the close of business on the business day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. If a make-whole fundamental change (as defined in the Indenture governing the Notes) occurs when the Company's stock price is between $86.00 and $275.00 per share and a holder elects to convert its Notes in connection with such make-whole fundamental change, such holder may be entitled to an increase in the conversion rate as provided for in the Indenture governing the Notes. | |||||||||||||
As of December 31, 2014, circumstances that would give rise to a conversion option for the holders of Notes do not exist. | |||||||||||||
Holders of the Notes have the right to require the Company to purchase with cash all or a portion of the Notes upon the occurrence of any event that constitutes a fundamental change (as defined in the Indenture governing the Notes) at a purchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest. | |||||||||||||
In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the Notes as a whole. | |||||||||||||
The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense using the effective interest method over the term of the Note. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. | |||||||||||||
In accounting for the $8.4 million in transaction costs related to the Note issuance, the Company allocated the total amount incurred to the liability and equity components based on their relative values. The $6.7 million in transaction costs attributable to the liability component included in other assets are being amortized to interest expense over the term of the Notes, and the $1.7 million in transaction costs attributable to the equity component were netted with the equity component in additional paid-in capital. Debt issuance costs, net of amortization, were $4.7 million as of December 31, 2014. The Notes consisted of the following as of December 31, 2014: | |||||||||||||
(in thousands) | |||||||||||||
Equity component (1) | $ | 60,931 | |||||||||||
Liability component : | |||||||||||||
Principal | 310,000 | ||||||||||||
Less: debt discount, net | (44,290 | ) | |||||||||||
Net carrying amount | $ | 265,710 | |||||||||||
Fair value - level 2 | $ | 347,572 | |||||||||||
(1) Included in the consolidated balance sheets within additional paid-in capital, net of the $1.7 million in equity issuance costs. | |||||||||||||
The Notes are carried at face value less any unamortized debt discount and also require disclosure of an estimate of fair value. The Company considers the fair value of the Notes at each balance sheet date to be a level 2 measurement because it is determined based on a recent quoted market price or dealer quote for the Notes. The Notes quoted market price or dealer quote is based on the trading price of the Company's common stock and market activity that is less than an active exchange. | |||||||||||||
As of December 31, 2014, the remaining life of the Notes is approximately 3.50 years. | |||||||||||||
The following table sets forth total interest expense recognized related to the Notes during the twelve months ended December 31, 2014 and 2013: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(in thousands) | |||||||||||||
Contractual interest expense | $ | 775 | $ | 446 | |||||||||
Amortization of debt issuance costs | 1,237 | 696 | |||||||||||
Amortization of debt discount | 11,673 | 6,620 | |||||||||||
Total | $ | 13,685 | $ | 7,762 | |||||||||
Effective interest rate | 5.40% | ||||||||||||
In connection with issuing at par value $310.0 million of 0.25% convertible senior notes due June 1, 2018, our Board of Directors approved the use of $30.0 million of the net proceeds to repurchase 348,837 shares of our common stock for $30.0 million, or $86.00 per share. The Company has since retired these shares. | |||||||||||||
Related Party Debt | |||||||||||||
On October 31, 2007, the Company entered into a perpetual software license agreement with Oracle USA, Inc. (“Oracle USA”), a related party, to license Oracle database and application server software, along with technical support. This license agreement had a forty-two month term that allowed the Company to download an unlimited number of perpetual licenses and was financed pursuant to notes issued to Oracle USA, Inc. at a rate of 6.20% per annum. | |||||||||||||
In May 2010, the Company entered into an amendment to the perpetual software license agreement with Oracle USA. The amendment provides for a 37-month extension of unlimited licenses to the October 2007 license agreement from Oracle and was financed pursuant to notes issued to Oracle USA, Inc. at a rate of 2.12% per annum. On February 28, 2013, the Company entered into the third amendment to the perpetual software license agreement with Oracle USA ("Amendment"). The Amendment provides for a 48-month extension to the May 2010 second amendment to the Oracle unlimited license agreement. The Amendment provides that the Company will pay a one-time fee of $13.1 million to extend the term for unlimited licenses from May 31, 2014 to May 31, 2018. The Amendment also provides for technical support services. The Company paid $2.4 million for the support services from February 28, 2013 to February 27, 2014. The Company renewed the support service agreement for $4.3 million in both February 2014 and 2015 and may renew support services for the two subsequent annual periods at the same rate. The support services to be provided to the Company by Oracle automatically renew unless the Company provides written notice of cancellation at least 60 days prior to the support renewal date. The Company financed the license fees due under the Amendment pursuant to a note issued to Oracle Credit Corporation. The note bears interest at a rate of 2.0% per annum with payments scheduled over the term of the amendment. The Company discounted the note at a rate of 4.5% because it approximates the interest rate the Company would obtain on the open market. The $12.4 million discounted note value was recorded as an asset addition to property and equipment that will be depreciated over seven years. | |||||||||||||
Future debt payments under notes payable as of December 31, 2014 are as follows: | |||||||||||||
(dollars in thousands) | |||||||||||||
Years ending: | |||||||||||||
2015 | $ | 3,119 | |||||||||||
2016 | 3,119 | ||||||||||||
2017 | 3,119 | ||||||||||||
Future debt payments | 9,357 | ||||||||||||
Amount representing interest | 655 | ||||||||||||
Present value of future debt payments | $ | 8,702 | |||||||||||
The current and long-term portions of the notes payable, recorded in other current liabilities and other long-term liabilities, respectively, are as follows for the periods indicated: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(dollars in thousands) | |||||||||||||
Current portion | $ | 2,774 | $ | 3,054 | |||||||||
Long-term portion | 5,928 | 8,702 | |||||||||||
Total long-term debt | $ | 8,702 | $ | 11,756 | |||||||||
The maximum amount outstanding under the notes was $11.8 million and $14.4 million during the years ended December 31, 2014 and 2013, respectively. | |||||||||||||
The following table details payments to Oracle USA and Oracle Credit Corporation for support services and license fees related to the following years: | |||||||||||||
Twelve Months Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars in thousands) | |||||||||||||
License fee | $ | 3,054 | $ | 2,612 | $ | 1,550 | |||||||
Support | 4,300 | 2,380 | 2,373 | ||||||||||
Interest | 464 | 431 | 82 | ||||||||||
Total paid | $ | 7,818 | $ | 5,423 | $ | 4,005 | |||||||
Lease_Commitments
Lease Commitments | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Lease Commitments [Abstract] | |||||||||||||
Lease Commitments | Lease Commitments | ||||||||||||
The Company leases computer equipment and purchased software from various parties under capital lease agreements that expire through December 2017. The total outstanding balance financed under capital leases was $238,000 and $247,000 at December 31, 2014 and 2013, respectively. Accumulated amortization on the leased assets was $2.4 million and $2.1 million at December 31, 2014 and 2013, respectively. Amortization of assets recorded under the capital leases is included in depreciation expense. The current and long-term portions of the capital leases have been recorded in other current liabilities and other long-term liabilities, respectively, on the consolidated balance sheets. The current and long-term portions of capital lease were as follows: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(dollars in thousands) | |||||||||||||
Current portion | $ | 195 | $ | 247 | |||||||||
Long-term portion | 43 | — | |||||||||||
Total debt related to capital leases | $ | 238 | $ | 247 | |||||||||
The Company also has several non-cancelable operating leases, primarily for its facilities, that expire through 2021. Certain of these leases contain renewal options for periods ranging from two to five years and require the Company to pay executory costs such as maintenance, taxes, and insurance. The Company leases office space in the U.S. and throughout the world with various expiration dates through 2021. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease including any periods of free rent and rent concessions. | |||||||||||||
Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and the future minimum capital lease payments as of December 31, 2014 are as follows: | |||||||||||||
Capital leases | Operating leases | Total | |||||||||||
(dollars in thousands) | |||||||||||||
Years ending: | |||||||||||||
2015 | $ | 195 | $ | 12,729 | $ | 12,924 | |||||||
2016 | 40 | 12,777 | 12,817 | ||||||||||
2017 | 3 | 11,320 | 11,323 | ||||||||||
2018 | — | 11,110 | 11,110 | ||||||||||
2019 | — | 8,949 | 8,949 | ||||||||||
Thereafter | — | 2,774 | 2,774 | ||||||||||
Future minimum lease payments | 238 | $ | 59,659 | $ | 59,897 | ||||||||
Amount representing interest | — | ||||||||||||
Present value of future minimum lease payments | $ | 238 | |||||||||||
Rental expenses for operating leases were $15.4 million, $11.1 million and $8.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. Sublease income, which is recorded as reduction on of rental expense, was $321,000 for the year ended December 31, 2014 and negligible for 2013 and 2012. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies |
Legal Proceedings | |
The Company is involved in various legal proceedings and receives claims from time to time, arising from the normal course of business activities. In the Company’s opinion, resolution of these matters is not expected to have a material adverse impact on its consolidated results of operations, cash flows or our financial position. |
Stockbased_Compensation
Stock-based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Stock-based Compensation | Stock-based Compensation | ||||||||||||
Stock-based Plans | |||||||||||||
The Company maintains the 2007 Plan for the purpose of granting incentive stock options, nonstatutory stock options, RSUs, PSs, stock appreciation rights and PSUs to its employees and directors. Additionally, the Company has an additional plan, the 1999 Stock Plan ("the 1999 Plan"), with options outstanding from which it will not grant any additional awards. | |||||||||||||
The 2007 Plan, adopted by the Company's Board of Directors in June 2007 and effective in December 2007, reserved 2,375,000 shares of common stock for issuance under the plan. As of December 31, 2014, 4,808,788 shares remained available for future grants under the 2007 Plan. Options cancelled under the 1999 Plan are added to the shares available for issuance under the 2007 Plan when those cancellations occur. The 2007 Plan also provides for annual increases in the number of shares available for issuance on the first day of each fiscal year equal to the lower of a) 9,000,000 shares of the Company's common stock; b) 3.5% of the Company's aggregate common stock outstanding plus common stock issuable pursuant to outstanding awards under the Company's equity plans; or c) such other amount as the Board of Directors may determine. | |||||||||||||
The exercise price for options granted under the 1999 Plan and the 2007 Plan is the fair market value of an underlying share of common stock on the date of grant. If an optionee, at the time the option is granted, owns stock totaling more than 10% of the total combined voting rights of all classes of stock of the Company (a "10% Owner"), the exercise price for such options will not be less than 110% of the fair value of an underlying share of common stock on the date of grant. Options generally vest over a four year period and have a term of 10 years from the date of grant. Options granted under the 2007 Plan to 10% Owners have a maximum term of 5 years. | |||||||||||||
Amounts recognized in the financial statements related to the 2007 Plan are as follows: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars in thousands) | |||||||||||||
Total cost of stock-based plan during the year | $ | 97,895 | $ | 74,759 | $ | 49,432 | |||||||
Capitalized stock-based compensation | (1,415 | ) | (1,099 | ) | (990 | ) | |||||||
Previously capitalized stock-based compensation amortized during the year | 860 | 505 | 179 | ||||||||||
Stock-based compensation expense | $ | 97,340 | $ | 74,165 | $ | 48,621 | |||||||
Foreign income tax associated with stock-based compensation | $ | 310 | $ | 249 | $ | 287 | |||||||
The Company issues new shares of common stock upon the exercise of stock options, the granting of restricted stock and the vesting of RSUs, PSs and PSUs. | |||||||||||||
During the third quarter of 2014, the Company granted 559,456 performance shares ("PS") to selected executives. This PS grant is subject to the Company's performance in 2015, 2016 and 2017. The PS vesting is contingent upon the Company meeting certain company-wide revenue and non-GAAP operating margin performance goals (performance-based) in 2015, 2016 and 2017. The Company's Board of Directors ("BOD") set the performance metrics in the third quarter of 2014 for the entire performance period. The related stock-based compensation expense is determined based on the value of the underlying shares on the date of grant and is recognized over the vesting term. During the interim financial periods, management estimates the probable number of PS that will be vested until the achievement of the performance goals is known. | |||||||||||||
During the first quarter of 2012, the Company granted 341,750 PS, with a fair value of $50.38 per share, to selected executives and other key employees. These PS grants were equally divided into two tranches: shares that are subject to the Company's performance in 2012 and 2014 ("PS 2014"). The PS vesting for each tranche is contingent upon the Company meeting certain company-wide revenue and non-GAAP operating margin performance goals (performance-based) in 2012 and 2014, respectively, which were set by the BOD at the time of grant . Additionally, in the first quarter of 2012, the Company also awarded these employees 170,875 PS for 2013 ("PS 2013") and an additional 170,875 PS award for 2014 ("PS 2014ii"). The BOD set the performance metrics for the PS 2014ii award and the PS 2013 award in first quarters of 2014 and 2013, respectively. | |||||||||||||
The PS are subject to term vesting conditions. The PS fair value and the related stock-based compensation expense are determined based on the value of the underlying shares on the date of grant and is recognized over the vesting term. During the interim financial periods, management estimates the probable number of PS that will be awarded until the achievement of the performance goals is known which is typically in the first quarter of the following year. | |||||||||||||
For the PS 2014 award, the Company achieved 200% of its company-wide performance goals resulting in the Company awarding an additional 154,750 shares to select executives and key employees. The PS 2014 grants vest 1/3 per year with the initial vesting event in February 2015. | |||||||||||||
For the PS 2014ii, the Company achieved 126% of its company-wide performance goals resulting in the Company awarding an additional 31,183 shares to select executives and key employees. The PS 2014ii grants vest 1/3 per year with the initial vesting event in February 2015. | |||||||||||||
For the PS tranche granted for 2013, the Company achieved 137% of its company-wide performance goals resulting in the Company awarding an additional 72,542 shares to select executives and key employees. The 2013 PS grants vest 1/3 per year with the initial vesting event in February 2014. | |||||||||||||
For the PS tranche granted for 2012, the Company achieved 110% of its company-wide performance goals resulting in the Company awarding an additional 16,532 shares to select executives and key employees. The 2012 PS grants vest 1/3 per year with the initial vesting event in February 2013. | |||||||||||||
As of December 31, 2014 and 2013, all outstanding stock-based payment awards qualified for classification as equity. | |||||||||||||
Stock Options | |||||||||||||
A summary of the Company's stock option activity during the year ended December 31, 2014 was as follows: | |||||||||||||
Shares | Weighted-average exercise price per share | Weighted-average remaining contractual term (in years) | Aggregate intrinsic value | ||||||||||
(dollars and shares in thousands, except per share amounts) | |||||||||||||
Outstanding at January 1, 2014 | 1,889 | $ | 36.51 | ||||||||||
Granted | 699 | 97.02 | |||||||||||
Exercised | -341 | 26.49 | |||||||||||
Cancelled and forfeited | -136 | 80.68 | |||||||||||
Outstanding at December 31, 2014 | 2,111 | 55.3 | 6.74 | $ | 113,777 | ||||||||
Vested and expected to vest | 2,013 | 53.58 | 6.63 | 111,916 | |||||||||
Exercisable at December 31, 2014 | 1,242 | $ | 33.89 | 5.35 | $ | 93,473 | |||||||
The total intrinsic value of the options exercised was $25.4 million, $75.9 million and $95.44 million during the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
As of December 31, 2014, there was $25.7 million of total unrecognized compensation cost, net of estimated forfeitures, related to stock option grants that are expected to be recognized over a weighted-average period of 2.7 years. | |||||||||||||
The Company uses the Black-Scholes pricing model to determine the fair value of stock options. The fair value of each option grant is estimated on the date of the grant. The weighted-average grant date fair value of options granted and the range of assumptions using the model are as follows for the periods presented: | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Weighted-average fair value of options granted | $36.09 | $35.44 | $23.92 | ||||||||||
Expected term | 4.3 years | 6.1 years | 6.0 years | ||||||||||
Expected volatility | 44% | 46% | 52% | ||||||||||
Risk-free interest rate | 1.33% | 1.16% | 1.04% | ||||||||||
Dividend yield | none | none | none | ||||||||||
The assumptions are based on the following for each of the years presented. | |||||||||||||
Expected Term. Prior to first quarter of 2014, the Company estimated the expected term consistent with the simplified method identified by the SEC. The Company elected to use the simplified method due to a lack of term length data since the Company completed its initial public offering in December 2007 and its stock options meet the criteria of the “plain-vanilla” options as defined by the SEC. The simplified method calculates the expected term as the average of the vesting and contractual terms of the award. | |||||||||||||
Effective the first quarter of 2014, the Company changed its methodology for estimating the expected term assumption used to determine employee stock option grant fair value. The Company changed from the simplified method to a historical data method because the Company believes it has sufficient data to estimate the stock option exercise period based on historical stock option activity and historical employee termination data. | |||||||||||||
Volatility. The expected volatility being used is based on a blend of the Company's implied volatility and its historical volatility. | |||||||||||||
Risk Free Interest Rate. The risk free interest rate is based on the U.S. Treasury's zero coupon issues with remaining terms similar to the expected term on the options. | |||||||||||||
Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. | |||||||||||||
Forfeitures. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting forfeitures and records stock-based compensation expense only for those awards that are expected to vest. All stock-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. If the Company's actual forfeiture rate is materially different from its estimate, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. | |||||||||||||
Restricted Stock Units, Restricted Stock, Performance Share and Performance Share Units | |||||||||||||
A summary of the Company's RSU, RS, PS and PSU activity during the year ended December 31, 2014 is as follows: | |||||||||||||
Shares | Weighted-average grant date fair value per share | Aggregate intrinsic value | |||||||||||
(dollars and shares in thousands, except per share amounts) | |||||||||||||
Nonvested at January 1, 2014 | 2,668 | $59.35 | |||||||||||
Granted | 1,748 | 93.13 | |||||||||||
Vested | -1,257 | 53.82 | |||||||||||
Cancelled and forfeited | -190 | 73.81 | |||||||||||
Nonvested at December 31, 2014 | 2,969 | $80.59 | $ | 303,838 | |||||||||
For the restricted stock units, restricted stock, performance shares and performance share units that vested during the years ended December 31, 2014, 2013 and 2012, the total intrinsic value was $122.2 million, $145.3 million and $94.6 million , respectively. | |||||||||||||
In accordance with the T-HR acquisition agreement, at the close of the transaction, the Company granted certain former T-HR stockholders and now employees of the Company, 37,852 restricted stock units valued at $4.0 million and will grant another $3.0 million in restricted stock units on the one year anniversary of the close date. The restricted stock units will vest over four years in accordance with the terms of the Company's equity compensation plan. The costs of the equity grants will be recognized in the Company's statement of operations over the four-year vesting period. | |||||||||||||
Compensation expense for RSUs, restricted stock, PS and PSUs is determined based on the value of the underlying shares on the date of grant. The typical RSUs, restricted stock, PS and PSU fair value is based on market value of shares on the grant date (the intrinsic value). The fair value of the market-based PSUs on the grant date (measurement date) is calculated using a Monte Carlo simulation model that estimates the distribution of the potential outcomes of the PSU grants based on simulated future stock prices of the peer group. As of December 31, 2014, there were $157.6 million of total unrecognized compensation costs, net of estimated forfeitures, related to RSUs, restricted stock, PSs and PSUs that is expected to be recognized over a weighted-average period of 2.4 years. | |||||||||||||
Reserved for Future Issuance | |||||||||||||
The Company has reserved the following shares of authorized but unissued common stock for future issuance: | |||||||||||||
December 31, 2014 | |||||||||||||
(shares in thousands) | |||||||||||||
Options outstanding | 2,111 | ||||||||||||
RSUs, PSs, PSUs and restricted stock awards outstanding | 2,969 | ||||||||||||
Shares available for future grants | 4,809 | ||||||||||||
Total | 9,889 |
Other_Employee_Benefits
Other Employee Benefits | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Other Employee Benefits | Other Employee Benefits Plans |
The Company has a defined contribution retirement plan ("the Plan") that covers substantially all domestic employees of the Company. The Plan allows employees to contribute gross salary through payroll deductions up to the legally mandated limit based on their jurisdiction. During the years ended December 31, 2014 and 2013, the maximum annual employer contribution match was $4,000. The Company also contributes to various retirement plans for its employees outside the United States. The Company contributed $5.3 million, $3.9 million and $2.7 million to its various retirement plans for the years ended December 31, 2014, 2013 and 2012, respectively. | |
The Company recorded a total of $97,000 in 2014, $188,000 in 2013 and $152,000 in 2012 in service and interest costs and actuarial losses relating to its statutory pension benefit obligation for its employees in Manila, Philippines. Included in long-term liabilities is the total unfunded projected benefit obligation for this plan which is approximately $574,000 and $482,000 as of December 31, 2014 and 2013, respectively. During fiscal years 2014, 2013 and 2012, the Company recorded $186,000, $126,000 and $74,000 respectively, in periodic benefit costs for this plan with a corresponding decrease in accumulated other comprehensive income. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes [Abstract] | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
The components of income before income taxes attributable to domestic and foreign operations are as follows: | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars in thousands) | |||||||||||||
Income / (loss) before income taxes is as follows: | |||||||||||||
Domestic | $ | (100,608 | ) | $ | (76,715 | ) | $ | (37,203 | ) | ||||
Foreign | 2,737 | 7,205 | 4,517 | ||||||||||
Total | $ | (97,871 | ) | $ | (69,510 | ) | $ | (32,686 | ) | ||||
The federal, state and foreign income tax provisions for the years ended December 31, 2014, 2013 and 2012 are summarized as follows: | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars in thousands) | |||||||||||||
Current taxes: | |||||||||||||
Federal | $ | — | $ | — | $ | — | |||||||
State | 6 | (29 | ) | 60 | |||||||||
Foreign | 3,089 | 1,236 | 2,483 | ||||||||||
Total current taxes | $ | 3,095 | $ | 1,207 | $ | 2,543 | |||||||
Deferred taxes: | |||||||||||||
Federal | $ | 240 | $ | (974 | ) | $ | — | ||||||
State | (36 | ) | (70 | ) | — | ||||||||
Foreign | (1,133 | ) | 736 | — | |||||||||
Total deferred taxes | (929 | ) | (308 | ) | — | ||||||||
Total | $ | 2,166 | $ | 899 | $ | 2,543 | |||||||
During the three months ended March 31, 2013, the Company recorded approximately $1.1 million of additional net deferred tax liabilities related to the WH acquisition. These additional deferred tax liabilities create a new source of taxable income, thereby requiring us to release a portion of our deferred tax asset valuation allowance with a related reduction in income tax expense of approximately $1.1 million for 2013. | |||||||||||||
A reconciliation of the statutory U.S. federal income tax rate to the Company's effective income tax rate is as follows: | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal statutory income tax rate | 35 | % | 35 | % | 35 | % | |||||||
State tax, net of federal benefit | 1.8 | % | (0.1 | )% | (1.5 | )% | |||||||
Foreign rate differential | (2.3 | )% | (2.3 | )% | (3.1 | )% | |||||||
Share-based compensation | (8.4 | )% | (8.7 | )% | (10.9 | )% | |||||||
Meals and entertainment | (0.3 | )% | (0.3 | )% | (0.4 | )% | |||||||
Other permanent differences | (2.3 | )% | (2.1 | )% | (0.3 | )% | |||||||
Valuation allowance | (25.7 | )% | (22.8 | )% | (26.6 | )% | |||||||
Effective income tax rate | (2.2 | )% | (1.3 | )% | (7.8 | )% | |||||||
Significant components of the Company's deferred tax assets are as follows: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(dollars in thousands) | |||||||||||||
Deferred tax assets: | |||||||||||||
Deferred revenue | $ | 5,146 | $ | 2,747 | |||||||||
Other reserves and accruals | 12,878 | 7,194 | |||||||||||
Share-based compensation | 20,675 | 12,106 | |||||||||||
Federal operating loss carryforwards | 112,949 | 107,662 | |||||||||||
State and foreign net operating loss carryforwards | 14,809 | 13,514 | |||||||||||
Research and development credits | 3,840 | 3,800 | |||||||||||
Deferred tax assets | 170,297 | 147,023 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Property and equipment | $ | (797 | ) | $ | (338 | ) | |||||||
Convertible debt | (16,348 | ) | (20,334 | ) | |||||||||
Acquired intangible assets | (4,598 | ) | (3,321 | ) | |||||||||
Tax deductible goodwill | (670 | ) | (406 | ) | |||||||||
Deferred tax liabilities | (22,413 | ) | (24,399 | ) | |||||||||
Net deferred tax assets, before valuation allowance | 147,884 | 122,624 | |||||||||||
Valuation allowance | (148,682 | ) | (122,428 | ) | |||||||||
Net deferred tax (liabilities) / assets | $ | (798 | ) | $ | 196 | ||||||||
ASC 740, Income Taxes, provides for the recognition of deferred tax assets if realization of such assets is more likely than not. In assessing the need for a valuation allowance in 2014, the Company considered all available evidence both positive and negative, including historical levels of income, legislative developments, expectations and risks associated with estimates of future taxable income, and prudent and feasible tax planning strategies. | |||||||||||||
As a result of this analysis for the year ended December 31, 2014, the Company has determined that it is more likely than not that it will not realize the benefits of its deferred tax assets in the U.S. and Japan due to continuing losses and therefore has recorded a valuation allowance to reduce the carrying value of these deferred tax assets to zero. The additional deferred tax assets relate to operations in foreign jurisdictions where the Company has determined that it is more likely than not that the deferred tax assets will be realized. | |||||||||||||
As of December 31, 2014, the Company had approximately $744.6 million of consolidated federal net operating loss carryforwards and $340.3 million of California net operating loss carryforwards available to offset future taxable income, respectively. The increase in net operating loss carryforwards resulted primarily from employee stock-based compensation deductions in the U.S. The federal net operating loss carryforwards expire in varying amounts between 2018 and 2034. The California net operating loss carryforwards expire in varying amounts between 2015 and 2034. The Company also had approximately $153.3 million of gross other state net operating loss carryforwards available to offset future taxable income which will expire in varying amounts between 2015 and 2034. In addition, there were $19.3 million of gross non-U.S. net operating loss carryforwards as of December 31, 2014, $5.9 million of which expire between 2017 and 2022 with the remaining carryforwards having an indefinite life. | |||||||||||||
The net operating losses include approximately $122.1 million relating to the tax benefit of stock option exercises that, when realized, will be recorded as a credit to additional paid-in capital. During 2014, the Company recorded approximately $313,000 of tax benefits related to stock-based compensation that were credited to stockholder's equity during the year. | |||||||||||||
The Company also had approximately $5.2 million of federal and $2.6 million of California research and development tax credit carryforwards at the end of 2014. The federal credits expire in varying amounts between 2019 and 2028. The California research credits do not expire. The Company records a full valuation allowance against these credits. The foreign research and development tax credit carryforwards are not material at the end of 2014. | |||||||||||||
The Company's ability to utilize the net operating loss and tax credit carryforwards in the future may be subject to substantial restrictions in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code and similar state tax laws. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before utilization. | |||||||||||||
The Company has not provided for U.S. federal and foreign withholding taxes on its undistributed earnings from its non-U.S. operations as of December 31, 2014 because the Company intends to indefinitely reinvest such earnings offshore. Additionally, the undistributed earnings are not significant. The residual tax liability if such earnings were remitted may be reduced by foreign tax credits or other tax adjustments. Therefore, it is currently not practicable to compute. | |||||||||||||
ASC 740 requires the Company to recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. | |||||||||||||
The following table summarizes the activity related to unrecognized tax benefits for the periods presented: | |||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars in thousands) | |||||||||||||
Beginning balance - unrecognized tax benefits, gross | $ | 3,653 | $ | 3,388 | $ | 3,388 | |||||||
(Decrease) / Increases- related to prior year positions | 8,552 | 300 | — | ||||||||||
(Decrease) / Increases- current year tax positions | 3,374 | — | — | ||||||||||
(Decrease) / Increases- due to lapses | (119 | ) | (31 | ) | — | ||||||||
Other | — | (4 | ) | — | |||||||||
Ending balance- unrecognized tax benefits, gross | $ | 15,460 | $ | 3,653 | $ | 3,388 | |||||||
The state unrecognized tax benefits included in these amounts are reported gross instead of net of federal benefit. | |||||||||||||
The Company had gross unrecognized tax benefits of $15.5 million, $3.7 million and $3.4 million at December 31, 2014, 2013 and 2012 respectively. At December 31, 2014, 2013 and 2012, there were an estimated $190,000, $337,000 and $313,000, respectively of unrecognized tax benefit that if recognized would affect the annual effective tax rate. The change in unrecognized tax benefits in 2014 is primarily related to net operating losses that have not yet been utilized to offset taxable income combined with a nominal change due to the expiration of certain statute of limitations and the net accrual for uncertain tax positions based upon the annual analysis. The change in 2013 was primarily due to the expiration of certain statute of limitations and the net accrual for uncertain tax positions based upon the annual analysis. | |||||||||||||
The Company does not anticipate material changes in the total amount of its unrecognized tax benefits within 12 months of the reporting date. The Company accrues interest and penalties related to unrecognized tax benefits within the provision for income taxes. As of December 31, 2014, the Company had $43,000 of accrued interest and penalties related to unrecognized tax benefits, and $71,000 and $56,000 as of December 31, 2013 and December 31, 2012, respectively. | |||||||||||||
The Company files federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. Due to its net operating loss carryforwards, the Company's income tax returns generally remain subject to examination by federal and most state tax authorities. In most of our significant foreign jurisdictions, the 2008 through 2014 tax years remain subject to examination by their respective tax authorities. In addition, the 2006 and 2007 tax years remain open to examination in Canada. |
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Net Loss Per Common Share [Abstract] | |||||||||||||
Net Loss Per Common Share | Net Loss Per Common Share | ||||||||||||
Basic net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is computed by giving effect to all potential dilutive shares of common stock, including options, restricted stock units ("RSUs"), performance share units ("PSUs"), performance shares ("PS") and convertible debt shares. Basic and diluted net loss per share of common stock were the same for all periods presented as the impact of all potentially dilutive securities outstanding was anti-dilutive. | |||||||||||||
The following table presents the calculation of the numerator and denominator used in the basic and diluted net loss per common share: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars and shares in thousands, except per share amounts) | |||||||||||||
Numerator: | |||||||||||||
Net loss attributable to NetSuite Inc. common stockholders | $ | (100,037 | ) | $ | (70,409 | ) | $ | (35,229 | ) | ||||
Denominator: | |||||||||||||
Weighted-average number of common shares outstanding used in computing basic and diluted net loss per common share | 76,174 | 74,085 | 70,713 | ||||||||||
Net loss per common share, basic and diluted | $ | (1.31 | ) | $ | (0.95 | ) | $ | (0.50 | ) | ||||
The Company’s unvested RSUs, PSUs and PS do not contain non-forfeitable rights to dividends and dividend equivalents. As such, unvested RSUs, PSUs and PS are not participating securities and the Company is not required to use the two-class method to calculate diluted earnings per share in periods when the Company has net income. | |||||||||||||
The following table presents the weighted average potential shares that are excluded from the computation of diluted net loss per common share for the periods presented because including them would have had an anti-dilutive effect: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(shares in thousands) | |||||||||||||
Options to purchase shares of common stock | 2,102 | 2,196 | 3,595 | ||||||||||
Unvested RSUs, PSs, PSUs and restricted stock awards | 2,743 | 3,020 | 3,932 | ||||||||||
Total | 4,845 | 5,216 | 7,527 | ||||||||||
The effect of the Notes is reflected in diluted earnings per share by application of the treasury stock method as the Company intends to settle the principal amount of the Notes in cash upon conversion. During the year ended December 31, 2014, the Company's weighted average common stock price was below the Notes conversion price for the periods during which the Notes were outstanding. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Related Party Transactions [Abstract] | ||||||||||
Related Party Transactions | Related Party Transactions | |||||||||
The Company has entered into various software license agreements with Oracle USA, Inc., an affiliate of Oracle Corporation. Lawrence J. Ellison, who beneficially owns a significant portion of the Company’s common stock, is the Chief Technology Officer, a director and a principal stockholder of Oracle Corporation. In October 2007, the Company entered into a perpetual license for the use of Oracle database and application server software on a certain number of individual computers, along with technical support. This software license and support agreement has been amended with the latest amendment occuring in February 2013. See Note 10. to the financial statements for the terms of this agreement. | ||||||||||
Commencing in 2004, the Company entered into a verbal agreement with Oracle Racing, Inc. ("Oracle Racing"), a sailboat racing syndicate. Lawrence J. Ellison, is the primary source of funding for Oracle Racing. Under the terms of the agreement, the Company agreed to supply certain of its cloud-based application services to Oracle Racing in exchange for logo placement on the sailboats. In November 2011, the Company renewed its subscription and professional services agreement with Oracle Racing for an additional 40 months. According to the terms of the agreement, the Company will provide services to Oracle Racing through the end of the American Cup racing season in exchange for logo placement and other advertising services. The estimated value of the Company's services over the term of the agreement is $342,000. Oracle Racing values its service to be approximately $400,000 over the term of the agreement. Based on the pricing for similar licenses to unaffiliated third parties, the Company calculated the fair market value of the services provided to Oracle Racing to be approximately $67,000 and $62,000 for 2013 and 2012, respectively. The Company did not obtain an independent valuation of the logo placement rights received from Oracle Racing. Based on an estimate received from Oracle Racing, the Company determined the value of the logo placement on the sailboat to be approximately $33,000 during 2013 and 2012. The incremental cost to the Company of providing cloud-based services and the incremental cost to Oracle Racing of providing logo placement rights on the sailboat was nominal. For accounting purposes, total revenue and total costs related to the Oracle Racing agreement will be equal and will be recognized as revenue and expense, respectively, at historical cost. In connection with the license agreements discussed above, the Company recognized $15,000 and $112,000, respectively, in revenue for the years ended December 31, 2013 and 2012, respectively. During 2014, the Company received $19,000 in payments from Oracle Racing and recognized $24,000 in revenue. | ||||||||||
The Company has entered into various software license agreements with Oracle Corporation. Lawrence J. Ellison, who beneficially owns a significant portion of the Company’s common stock, is the Chief Technology Officer, a director and a principal stockholder of Oracle Corporation. The Company paid Oracle Corporation $90,000 and $239,000 during the years ended December 31, 2014 and 2013, respectively, for services it received. During the years ended December 31, 2014 and 2013, the Company received payments totaling $124,000 and $123,000 from Oracle Corporation for services it performed. The Company recognized $127,000, $93,000 and $128,000 in revenue for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, the Company had $131,000 in accounts receivable from Oracle Corporation. | ||||||||||
In January 2011, the Company’s Chief Technology Officer and Chairman of the Board, purchased property from an entity affiliated with Lawrence J. Ellison, a principal stockholder, (“seller”) for $8.0 million. The seller financed the transaction with a nine year loan. The Company analyzed the transaction and determined that the fair value of the property approximated the fair value of the loan. Consequently, the Company determined there is no compensation expense or a related capital contribution associated with this transaction. | ||||||||||
In addition to the companies affiliated with Lawrence J. Ellison, the Company enters into sales and purchases agreements with various companies that have a relationship with the Company's executive officers or members of the Company's board of directors. The relationships are typically an equity investment by the executive officer or board member in the customer / vendor company or the Company's executive officer or board member is a member of the customer / vendor company's board of directors. The Company has renewed the license agreements and sold additional services to these customers or purchased services from these vendors at various points in time. As of December 31, 2014, the Company had $1.1 million in accounts receivable from other related parties not affiliated with Mr. Ellison. Below is a summary of transactions between the Company and related parties other than Mr. Ellison during the years ended December 31, : | ||||||||||
2014 | 2013 | 2012 | ||||||||
(dollars in thousands) | ||||||||||
Revenue earned from related party | $ | 3,264 | $ | 2,311 | $ | 2,103 | ||||
Fees NetSuite paid for services | $ | 918 | $ | 937 | $ | 596 | ||||
Schedule_II_Valuation_and_Qual
Schedule II Valuation and Qualifying Accounts | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Schedule II Valuation Qualifying Accounts [Abstract] | ||||||||||||||||||||
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | Schedule II | |||||||||||||||||||
Valuation and Qualifying Accounts | ||||||||||||||||||||
Additions | ||||||||||||||||||||
Beginning balance | Charged to operations | Charged to deferred revenues | Write-offs | Ending balance | ||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||
Trade receivables allowance | ||||||||||||||||||||
Year ended December 31, 2014 | $ | 833 | $ | 1,434 | $ | 4,208 | $ | (4,589 | ) | $ | 1,886 | |||||||||
Year ended December 31, 2013 | 701 | 1,041 | 1,902 | (2,811 | ) | 833 | ||||||||||||||
Year ended December 31, 2012 | $ | 396 | $ | 616 | $ | 1,819 | $ | (2,130 | ) | $ | 701 | |||||||||
All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Recent Accounting Standards | Recent Accounting Standards | |||||||||||
In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace most existing U.S. GAAP guidance on this topic. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for the Company beginning January 1, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the impact of adopting this new accounting standard on its financial statements and has not selected a transition method. | ||||||||||||
Use of Estimates | Use of Estimates | |||||||||||
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. | ||||||||||||
Segments | Segments | |||||||||||
The Company's chief operating decision maker is its Chief Executive Officer ("CEO"), who reviews financial information presented on a consolidated basis, accompanied by information about revenue by geographic region. Accordingly, the Company has determined that it has a single reportable segment, specifically, the provision of cloud-based business management application suites. | ||||||||||||
Revenue Recognition | Revenue Recognition | |||||||||||
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 cloud-based 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 cloud-based application service at any time. Professional services and other revenue include fees from consultation services to support the business process mapping, configuration, data migration, integration and training. 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. | ||||||||||||
For the most part, 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 does not currently have any liabilities on its balance sheet for these commitments. | ||||||||||||
The Company commences revenue recognition when all of the following conditions are met: | ||||||||||||
• | There is persuasive evidence of an arrangement; | |||||||||||
• | The service is being provided to the customer; | |||||||||||
• | The collection of the fees is reasonably assured; and | |||||||||||
• | The amount of fees to be paid by the customer is fixed or determinable. | |||||||||||
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 its cloud-based 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. For the most part, 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. | ||||||||||||
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. | ||||||||||||
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. | ||||||||||||
Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenues. | ||||||||||||
Deferred Revenue | Deferred Revenue | |||||||||||
Deferred revenue consists of billings or payments received in advance of revenue recognition and is recognized as the revenue recognition criteria are met. The Company generally invoices its customers annually or in monthly or quarterly installments. Accordingly, the deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription agreements. Deferred revenue that will be recognized during the succeeding 12 month period is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue. | ||||||||||||
Cost of Revenue | Cost of Revenue | |||||||||||
Cost of revenue primarily consists of costs related to hosting the Company's cloud-based application suite, providing customer support, data communications expenses, salaries and benefits of operations and support personnel, software license fees, costs associated with website development activities, allocated overhead, amortization expense associated with capitalized internal use software and acquired developed technology assets and property and equipment depreciation. Costs related to professional services are expensed as incurred. | ||||||||||||
Deferred Commissions | Deferred Commissions | |||||||||||
The Company capitalizes commission costs that are incremental and directly related to the acquisition of customer contracts. Commission costs are accrued and capitalized upon execution of the sales contract by the customer. Payments to partners and sales personnel are made shortly after the receipt of the related customer payment. Deferred commissions are amortized over the term of the related non-cancelable customer contract and are recoverable through the related future revenue streams. The Company capitalized commission costs of $95.5 million, $70.4 million and $50.5 million during the years ended December 31, 2014, 2013 and 2012, respectively. Commission amortization expense was $75.2 million, $55.5 million and $45.3 million during the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
Internal Use Software and Website Development Costs | Internal Use Software and Website Development Costs | |||||||||||
The Company capitalizes certain development costs incurred in connection with its internal use software and website. These capitalized costs are primarily related to the integrated business management application suite that is hosted by the Company and accessed by its customers on a subscription basis. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal use software is amortized on a straight line basis over its estimated useful life, generally three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. There were no impairments to internal use software during the years ended December 31, 2014, 2013 and 2012. The Company capitalized $4.0 million, $3.2 million and $4.1 million in internal use software during the years ended December 31, 2014, 2013 and 2012, respectively. Included in the December 31, 2014, 2013 and 2012 capitalized development costs are $1.4 million, $1.1 million and $990,000, respectively, in stock-based compensation costs. Amortization expense totaled $2.7 million, $1.6 million and $629,000 during the years ended December 31, 2014, 2013 and 2012, respectively. The net book value of capitalized internal use software at December 31, 2014 and 2013 was $7.8 million and $6.5 million, respectively. In December 2012, the Company purchased $1.5 million in developed technology which was capitalized as internal use software. A total of $1.3 million was paid to the two former owners on the purchase date and the remaining $225,000 was paid within 15 months after the purchase date. The $1.5 million total purchase price is included in the $4.1 million in development costs capitalized in 2012. During 2013, the Company integrated this developed technology into its data center production environment. | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
The Company accounts for income taxes under the asset and liability approach. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and amounts recognized for income tax reporting purposes, net operating loss carryforwards and other tax credits measured by applying currently enacted tax laws. Valuation allowances are provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. | ||||||||||||
Compliance with income tax regulations requires the Company to make decisions relating to the transfer pricing of revenue and expenses between each of its legal entities that are located in several countries. The Company's determinations include many decisions based on management's knowledge of the underlying assets of the business, the legal ownership of these assets, and the ultimate transactions conducted with customers and other third parties. The calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations in multiple tax jurisdictions. The Company may be periodically reviewed by domestic and foreign tax authorities regarding the amount of taxes due. These reviews may include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the exposure associated with various filing positions, the Company records estimated reserves when it is more likely than not that an uncertain tax position will not be sustained upon examination by a taxing authority. Such estimates are subject to change. See Note 15 for information regarding the impact of the Company's accounting for uncertainty in income taxes. | ||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||||
The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Cash equivalents are comprised of investments in money market mutual funds and commercial paper. Cash and cash equivalents are recorded at cost, which approximates fair value. | ||||||||||||
Goodwill and Intangible Assets | Goodwill and Other Intangible Assets | |||||||||||
The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company has determined that there is a single reporting unit for the purpose of goodwill impairment tests. For purposes of assessing the impairment of goodwill, the Company annually, on October 1st, estimates the fair value of the reporting unit and compares this amount to the carrying value of the reporting unit. If the Company determines that the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. In 2014, the Company changed its annual goodwill impairment date from December 31, to October 1. On October 1, 2014, the Company completed its annual impairment test of goodwill. Based upon that evaluation, the Company determined that its goodwill was not impaired. | ||||||||||||
Other intangible assets, consisting of developed technology, trade name and customer relationships, are stated at cost less accumulated amortization. All other intangible assets have been determined to have definite lives and are amortized on a straight-line basis over their estimated remaining economic lives, ranging from one to seven years. Amortization expense related to developed technology is included in cost of subscription and support revenue while amortization expense related to tradenames and customer relationships is included in sales and marketing expense. | ||||||||||||
Long-lived Assets | Long-lived Assets | |||||||||||
The Company continually monitors events and changes in circumstances that could indicate that carrying amounts of its long-lived assets, including property and equipment and intangible assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. | ||||||||||||
Leases | Leases | |||||||||||
The Company leases worldwide facilities and certain other equipment under non-cancelable lease agreements. The terms of certain lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period and accrues for rent expense incurred but not paid. | ||||||||||||
Under certain leases, the Company also receives reimbursements for leasehold improvements. These reimbursements are lease incentives which are recognized as a liability and are amortized on a straight-line basis over the term of the lease as a reduction of minimum rental expense. The leasehold improvements are included in property, plant and equipment and are amortized over the shorter of the estimated useful life of the improvements or the lease term. | ||||||||||||
Property and Equipment | Property and Equipment | |||||||||||
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis over the estimated asset lives. The estimated useful lives by asset classification are generally as follows: | ||||||||||||
Asset classification | Estimated useful life in years | |||||||||||
Office equipment | 3 | |||||||||||
Furniture and fixtures | 5 | |||||||||||
Computers | 3 | |||||||||||
Software, perpetual license | 3 to 7 | |||||||||||
Software, license with stated term | Term of the license | |||||||||||
Amortization of leasehold improvements is computed on a straight-line basis over the shorter of the lease term or the estimated useful lives of the assets. | ||||||||||||
Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in other income. | ||||||||||||
Warranties and Indemnification | Warranties and Indemnification | |||||||||||
The Company's cloud-based application service is typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company's on-line help documentation under normal use and circumstances. | ||||||||||||
The Company includes service level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments. And the accrued liability related to such obligations in the accompanying consolidated financial statements is negligible. | ||||||||||||
The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person's service as a director or officer, including any action by the Company, arising out of that person's services as the Company's director or officer or that person's services provided to any other company or enterprise at the Company's request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. | ||||||||||||
The Company's arrangements include provisions indemnifying customers against liabilities if our 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 consolidated financial statements. | ||||||||||||
Certain Significant Risks and Uncertainties | Concentration of Credit Risk and Significant Customers and Suppliers | |||||||||||
Financial instruments potentially exposing the Company to concentration of credit risk consist primarily of cash and cash equivalents, marketable securities, restricted cash and trade accounts receivable. The Company maintains an allowance for doubtful accounts receivables balance. The allowance is based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with problem accounts. The Company generally charges off uncollectible accounts receivable balances 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. At December 31, 2014 and 2013, 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. At December 31, 2014 and 2013, long-lived assets located outside the United States were not significant. | ||||||||||||
Revenue by geographic region, based on the billing address of the customer, was as follows for the periods presented: | ||||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(dollars in thousands) | ||||||||||||
United States | $ | 414,172 | $ | 308,513 | $ | 227,975 | ||||||
International | 142,112 | 105,995 | 80,850 | |||||||||
Total revenue | $ | 556,284 | $ | 414,508 | $ | 308,825 | ||||||
Percentage of revenue generated outside of the United States | 26 | % | 26 | % | 26 | % | ||||||
No single country outside the United States represented more than 10% of revenue during the years ended December 31, 2014, 2013 or 2012. | ||||||||||||
Certain Significant Risks and Uncertainties | ||||||||||||
The Company participates in the dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on the Company's future financial position, results of operations or cash flows; advances and trends in new technologies and industry standards; pressures resulting from new applications offered by competitors; changes in certain strategic or customer relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; risk associated with changes in domestic and international economic or political conditions or regulations; availability of necessary product components; and the Company's ability to attract and retain employees necessary to support its growth. | ||||||||||||
Foreign Currency Translations | Foreign Currency Translation | |||||||||||
The U.S. dollar is the reporting currency for all periods presented. The financial information for entities outside the United States is measured in their functional currency which, depending on circumstances, may either be the local currency or the U.S. dollar. The Company translates its financial statements of consolidated entities whose functional currency is not the U.S. dollar into U.S. dollars. The Company translates its assets and liabilities at the exchange rate in effect as of the financial statement date and translates statement of operations accounts using the average exchange rate for the period. Exchange rate differences resulting from translation adjustments are accounted for as a component of accumulated other comprehensive income / (loss). Gains or losses, whether realized or unrealized, due to transactions in foreign currencies are reflected in the consolidated statements of operations under the line item other income / (expense). The Company recognized net foreign currency losses of $437,000, $343,000 and $487,000 during the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
Advertising Expense | Advertising Expense | |||||||||||
Advertising costs are expensed as incurred. For the years ended December 31, 2014, 2013 and 2012, advertising expense was $12.8 million, $8.2 million and $4.1 million, respectively. | ||||||||||||
Share-Based Compensation | Stock-Based Compensation | |||||||||||
The Company uses the fair value method for recording stock-based compensation for new awards granted, modified, repurchased or cancelled. The Company recognizes compensation costs for stock option grants, restricted awards and restricted stock unit awards on a straight-line basis over the requisite service period for the entire awards. The Company recognizes compensation expense related to performance share awards based on the accelerated method which recognizes a larger portion of the expense during the beginning of the vesting period than in the end of the vesting period. | ||||||||||||
Under the 2007 Equity Incentive Plan (the "2007 Plan"), the Company has granted selected executives and other key employees performance shares ("PS") and performance share units ("PSUs"), which are restricted stock units (“RSUs”). PS vesting is contingent upon meeting certain company-wide performance goals while PSUs vesting is contingent upon meeting certain company-wide performance goals and market-based performance goals. Unforfeited PS and PSUs generally will vest in three equal annual tranches over the service period. The PS and PSUs grant date fair value, which is also the total stock-based compensation expense associated with the performance based awards, is determined based on the value of the underlying shares on the grant date and is recognized over the vesting term. On a quarterly basis, management estimates the number of PS and PSUs that will be granted at the end of the performance period. The PS fair value is based on market value of shares on the grant date (the intrinsic value). The fair value of the market-based PSUs on the grant date (measurement date) is calculated using a Monte Carlo simulation model that estimates the distribution of the potential outcomes of the PSU grants based on simulated future stock prices of the peer group. | ||||||||||||
The Company accounts for compensation expense related to stock options granted to consultants and other non-employees based on the fair values estimated using the Black-Scholes model on the date of grant and re-measured at each reporting date over the performance period. The compensation expense is amortized using the straight-line method over the related service term. | ||||||||||||
The Company issues new shares of its common stock upon the exercise of stock options and the vesting of restricted stock, RSUs, PSs and PSUs. | ||||||||||||
Qualified Operational Expense Reimbursements | Qualified Operational Expense Reimbursements | |||||||||||
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 Republic government will reimburse the Company for certain operational expenses it incurs. While the Company became eligible to participate in this program in 2010, it did not record a subsidy credit in the financial statements until it was assured of collection in 2012. Effective January 2012, when the Company incurs reimbursable operating expenses, it records a reduction in operational expenses and a receivable from the Czech government. In the first quarter of 2014, the Company reached the initial program's reimbursement limit. The Company then began participating in a second subsidy program, similar in nature to the initial program, in the second quarter of 2014. During the years ended December 31, 2014, 2013, and 2012, the Company's operational expenses were reduced by approximately $1.5 million, $2.5 million and $2.0 million, respectively, for reimbursements of eligible operating expenses incurred during the years ended December 31, 2014, 2013 and the period from November 2010 to December 31, 2012, respectively. The Company received approximately $2.2 million, $2.0 million and $1.2 million in payments from the Czech Republic government during the years ended December 31, 2014, 2013 and 2012 , respectively. As of December 31, 2014, $645,000 in reimbursements, adjusted for foreign currency valuations, are due the Company and included in other current assets. | ||||||||||||
Net Loss Per Common Share | Net Loss Per Common Share | |||||||||||
Basic net loss per common share is computed by dividing net loss attributable to NetSuite Inc. common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by giving effect to all potentially dilutive common shares including options, restricted stock, restricted stock units, performance share units, performance shares and convertible debt shares. Basic and diluted net loss per common share was the same for all periods presented as the impact of all potentially dilutive securities outstanding was anti-dilutive. | ||||||||||||
Qualified Operational Expense Reimbursements | Accumulated Other Comprehensive Income / (Loss) | |||||||||||
Accumulated other comprehensive income / (loss) is comprised of foreign currency translation gains and losses, net of tax, unrealized losses on marketable securities and an accumulated pension liability for employees located in the Philippines. The foreign currency translation gains /(losses), net of taxes as of December 31, 2014 and 2013 were $(5.7) million, and $22,000, respectively. Unrealized loss on marketable securities was $5,000 as of December 31, 2014. During the years ended December 31, 2014, 2013 and 2012, there were no realized gains/(losses) on marketable securities. The unamortized defined benefit pension costs as of December 31, 2014 and 2013 was $(178,000) and $(268,000), respectively. |
Business_Combinations_Business
Business Combinations Business Combination Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Business Combinations Policy [Policy Text Block] | Under the acquisition method of accounting, the Company allocates 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 makes 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. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Revenue by geographic region | Revenue by geographic region, based on the billing address of the customer, was as follows for the periods presented: | |||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(dollars in thousands) | ||||||||||||
United States | $ | 414,172 | $ | 308,513 | $ | 227,975 | ||||||
International | 142,112 | 105,995 | 80,850 | |||||||||
Total revenue | $ | 556,284 | $ | 414,508 | $ | 308,825 | ||||||
Percentage of revenue generated outside of the United States | 26 | % | 26 | % | 26 | % | ||||||
No single country outside the United States represented more than 10% of revenue during the years ended December 31, 2014, 2013 or 2012. |
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Venda & WMS Business Combination [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | ||||||||||
2014 Acquisitions | ||||||||||
WMS | Venda | |||||||||
26-Sep-14 | 17-Jul-14 | |||||||||
(dollars in thousands) | ||||||||||
Accounts receivable | $ | — | $ | 3,763 | ||||||
Developed technology | 700 | 7,700 | ||||||||
Customer relationships | 300 | 12,300 | ||||||||
Trademarks | 20 | 2,700 | ||||||||
Goodwill | 14,752 | 27,228 | ||||||||
Accounts payable | — | (2,085 | ) | |||||||
Deferred tax liabilities | — | (2,132 | ) | |||||||
Tax related liabilities | — | (2,909 | ) | |||||||
Other assets / (liabilities), net | (180 | ) | 1,873 | |||||||
Total purchase price | $ | 15,592 | $ | 48,438 | ||||||
T-HR & OM Business Combination [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | During 2013, the Company acquired TribeHR, an on-line human capital management software provider and, OrderMotion, an online Ecommerce company and a website hosting provider company. In connections with these acquisitions, the Company incurred transaction costs totaling $3.0 million. | |||||||||
2013 Acquisitions | ||||||||||
TribeHR | OrderMotion | Website Hosting Provider | ||||||||
1-Nov-13 | 3-May-13 | 6-Mar-13 | ||||||||
(dollars in thousands) | ||||||||||
Cash | $ | — | $ | 1,069 | $ | 264 | ||||
Accounts receivable | — | 804 | — | |||||||
Developed technology | 1,300 | 5,100 | 1,100 | |||||||
Customer relationships | 1,000 | 3,000 | 2,100 | |||||||
Trademarks | 600 | 400 | 200 | |||||||
Goodwill | 21,543 | 18,176 | 9,721 | |||||||
Other assets / (liabilities), net | 352 | (433 | ) | (75 | ) | |||||
Deferred income tax liabilities | — | — | (1,322 | ) | ||||||
Total purchase price | $ | 24,795 | $ | 28,116 | $ | 11,988 | ||||
Cash_Cash_Equivalents_Tables
Cash & Cash Equivalents (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Cash and Cash Equivalents [Abstract] | |||||||||
Schedule of Cash and Cash Equivalents | Cash equivalents are comprised of investments in money market mutual funds and commercial paper. Cash and cash equivalents are recorded at cost, which approximates fair value. | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(dollars in thousands) | |||||||||
Cash | $ | 206,947 | $ | 329,050 | |||||
Money market mutual funds | 152,673 | 122,527 | |||||||
Commercial paper | 8,149 | — | |||||||
Total cash and cash equivalents | $ | 367,769 | $ | 451,577 | |||||
Financial_Instruments_Tables
Financial Instruments (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||
Schedule of Available-for-sale Securities Reconciliation [Table Text Block] | Marketable securities consist of the following investments: | |||||||||||||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||||||||||||||
Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||||||||||||||||||
Cash equivalents: | (in thousands) | |||||||||||||||||||||||||||||||
Money market funds | $ | 152,673 | $ | — | $ | — | $ | 152,673 | ||||||||||||||||||||||||
Commercial paper | 8,149 | — | — | 8,149 | ||||||||||||||||||||||||||||
Marketable securities: | ||||||||||||||||||||||||||||||||
Commercial paper | 70,737 | 8 | — | 70,745 | ||||||||||||||||||||||||||||
Corporate notes and obligations | 11,886 | — | (9 | ) | 11,877 | |||||||||||||||||||||||||||
U.S. treasury securities | 9,147 | — | (4 | ) | 9,143 | |||||||||||||||||||||||||||
Total | $ | 252,592 | $ | 8 | $ | (13 | ) | $ | 252,587 | |||||||||||||||||||||||
Investments Classified by Contractual Maturity Date [Table Text Block] | The Company does not believe any of the unrealized losses represent an other-than-temporary impairment based on its evaluation of available evidence as of December 31, 2014. The Company expects to receive the full principal and interest on all of these marketable securities. | |||||||||||||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Due within one year | $ | 243,444 | ||||||||||||||||||||||||||||||
Due within two years | 9,143 | |||||||||||||||||||||||||||||||
Total | $ | 252,587 | ||||||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The fair value of these financial assets and liabilities was determined using the following inputs as of December 31, 2014 and 2013: | |||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Fair value measurements at reporting date using | Fair value measurements at reporting date using | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Cash equivalents | ||||||||||||||||||||||||||||||||
Money market funds | $ | 152,673 | $ | — | $ | — | $ | 152,673 | $ | 122,527 | $ | — | $ | — | $ | 122,527 | ||||||||||||||||
Commercial paper | — | 8,149 | — | 8,149 | — | — | — | — | ||||||||||||||||||||||||
Marketable securities | ||||||||||||||||||||||||||||||||
Commercial paper | — | 70,745 | — | 70,745 | — | — | — | — | ||||||||||||||||||||||||
Corporate notes and obligations | — | 11,877 | — | 11,877 | — | — | — | — | ||||||||||||||||||||||||
U.S. treasury securities | 9,143 | — | — | 9,143 | — | — | — | — | ||||||||||||||||||||||||
Foreign exchange contracts | — | 1,231 | — | 1,231 | — | 375 | — | 375 | ||||||||||||||||||||||||
Total | $ | 161,816 | $ | 92,002 | $ | — | $ | 253,818 | $ | 122,527 | $ | 375 | $ | — | $ | 122,902 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Foreign exchange contracts | $ | — | $ | 1 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Total | $ | — | $ | 1 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Hedging_Activity_Hedging_Activ
Hedging Activity Hedging Activity (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] | As of year end, the Company had the following outstanding foreign exchange forward contracts: | |||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||
Notional Value Sold | Notional Value Purchased | Notional Value Sold | Notional Value Purchased | |||||||||||||||||
(US dollars in thousands) | ||||||||||||||||||||
British pound | $ | 16,939 | $ | 7,284 | $ | 7,537 | $ | 4,799 | ||||||||||||
Australian dollar | 16,004 | 7,494 | 11,416 | 4,979 | ||||||||||||||||
Japanese yen | 3,355 | — | 2,285 | — | ||||||||||||||||
Canadian dollar | 796 | 1,267 | 2,445 | 1,817 | ||||||||||||||||
Euro | 2,344 | 547 | 1,356 | — | ||||||||||||||||
Czech crown | 6,510 | 4,710 | 5,240 | 3,490 | ||||||||||||||||
Mexican peso | 268 | 110 | 158 | 116 | ||||||||||||||||
Philippine peso | 7,540 | 5,020 | 5,940 | 3,940 | ||||||||||||||||
New Zealand dollar | 258 | — | 287 | — | ||||||||||||||||
Total | $ | 54,014 | $ | 26,432 | $ | 36,664 | $ | 19,141 | ||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | The fair value of the derivative instruments reported on the Company’s Consolidated Balance Sheet were as follows: | |||||||||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||||||||||
Balance Sheet Location | December 31, 2014 | December 31, 2013 | Balance Sheet Location | December 31, 2014 | December 31, 2013 | |||||||||||||||
Derivatives and forward contracts | Fair Value | Fair Value | Fair Value | Fair Value | ||||||||||||||||
(US dollars in thousands) | ||||||||||||||||||||
Foreign exchange contracts | Other current assets | $ | 1,231 | $ | 375 | Other current liabilities | $ | 1 | $ | — | ||||||||||
Total | $ | 1,231 | $ | 375 | $ | 1 | $ | — | ||||||||||||
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block] | The effect of derivative instruments on the Statement of Comprehensive Loss was as follows for the periods presented: | |||||||||||||||||||
Location of net gain (loss) recognized in income on derivatives | Amount of net gain (loss) recognized in income on derivatives during the | |||||||||||||||||||
Twelve Months Ended December 31, | ||||||||||||||||||||
Derivatives and forward contracts | 2014 | 2013 | 2012 | |||||||||||||||||
(US dollars in thousands) | ||||||||||||||||||||
Foreign exchange contracts | Other income/ (expense), net | $ | 1,446 | $ | 1,095 | $ | (512 | ) | ||||||||||||
Total | $ | 1,446 | $ | 1,095 | $ | (512 | ) | |||||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | roperty and equipment consisted of: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(dollars in thousands) | |||||||||
Computer equipment | $ | 68,630 | $ | 51,310 | |||||
Purchased software | 30,039 | 28,943 | |||||||
Internally developed software | 16,046 | 12,052 | |||||||
Leasehold improvements | 14,942 | 10,690 | |||||||
Furniture, fixtures and office equipment | 9,292 | 7,875 | |||||||
Total property and equipment | 138,949 | 110,870 | |||||||
Accumulated depreciation and amortization | (80,410 | ) | (62,687 | ) | |||||
Property and equipment, net | $ | 58,539 | $ | 48,183 | |||||
Goodwill_and_Other_Intangibles1
Goodwill and Other Intangibles (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Goodwill | The change in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 was as follows: | ||||||||||||
(dollars in thousands) | |||||||||||||
Balance as of January 1, 2013 | $ | 35,661 | |||||||||||
Goodwill acquired: | |||||||||||||
WH business combination March 2013 | 9,721 | ||||||||||||
OM business combination May 2013 | 18,176 | ||||||||||||
T-HR business combination November 2013 | 21,543 | ||||||||||||
Foreign exchange adjustment | (623 | ) | |||||||||||
Balance as of December 31, 2013 | 84,478 | ||||||||||||
Adjustments to prior year business combinations | (248 | ) | |||||||||||
Goodwill acquired: | |||||||||||||
Venda business combination July 2014 | 27,228 | ||||||||||||
WMS business combination September 2014 | 14,752 | ||||||||||||
Foreign exchange adjustment | (3,161 | ) | |||||||||||
Balance as of December 31, 2014 | $ | 123,049 | |||||||||||
Intangible Assets | The carrying amount of other intangible assets was as follows: | ||||||||||||
Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||
December 31, 2014 | |||||||||||||
(dollars in thousands) | |||||||||||||
Developed technology | $ | 27,432 | $ | (15,073 | ) | $ | 12,359 | ||||||
Trade name | 5,305 | (2,696 | ) | 2,609 | |||||||||
Customer relationships | 32,959 | (15,622 | ) | 17,337 | |||||||||
Non-competition agreements | 962 | (863 | ) | 99 | |||||||||
Total | $ | 66,658 | $ | (34,254 | ) | $ | 32,404 | ||||||
December 31, 2013 | |||||||||||||
(dollars in thousands) | |||||||||||||
Developed technology | $ | 19,721 | $ | (11,324 | ) | $ | 8,397 | ||||||
Trade name | 2,827 | (1,621 | ) | 1,206 | |||||||||
Customer relationships | 21,308 | (10,946 | ) | 10,362 | |||||||||
Non-competition agreements | 1,076 | (581 | ) | 495 | |||||||||
Total | $ | 44,932 | $ | (24,472 | ) | $ | 20,460 | ||||||
Future Amortization Expense | The total amortization expense for other intangible assets was $10.0 million, $6.7 million and $4.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
Future amortization of intangible assets recorded as of December 31, 2014 is expected to be as follows: | |||||||||||||
Fiscal year ending December 31: | (dollars in thousands) | ||||||||||||
2015 | $ | 10,739 | |||||||||||
2016 | 8,275 | ||||||||||||
2017 | 4,967 | ||||||||||||
2018 | 3,436 | ||||||||||||
2019 | 2,486 | ||||||||||||
Thereafter | 2,501 | ||||||||||||
Total | $ | 32,404 | |||||||||||
Accrued_Compensation_Accrued_C
Accrued Compensation Accrued Compensation (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accrued compensation as of December 31, 2014 and 2013 consists of: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(dollars in thousands) | |||||||||
Sales commission | $ | 19,675 | $ | 11,237 | |||||
Employee bonus | 12,453 | 7,118 | |||||||
Employee benefits, payroll taxes and other | 8,953 | 6,180 | |||||||
Total accrued compensation | $ | 41,081 | $ | 24,535 | |||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Long-term Debt, Unclassified [Abstract] | |||||||||||||
Future debt payments under notes payable [Table Text Block] | Future debt payments under notes payable as of December 31, 2014 are as follows: | ||||||||||||
(dollars in thousands) | |||||||||||||
Years ending: | |||||||||||||
2015 | $ | 3,119 | |||||||||||
2016 | 3,119 | ||||||||||||
2017 | 3,119 | ||||||||||||
Future debt payments | 9,357 | ||||||||||||
Amount representing interest | 655 | ||||||||||||
Present value of future debt payments | $ | 8,702 | |||||||||||
Convertible debt [Table Text Block] | In accounting for the $8.4 million in transaction costs related to the Note issuance, the Company allocated the total amount incurred to the liability and equity components based on their relative values. The $6.7 million in transaction costs attributable to the liability component included in other assets are being amortized to interest expense over the term of the Notes, and the $1.7 million in transaction costs attributable to the equity component were netted with the equity component in additional paid-in capital. Debt issuance costs, net of amortization, were $4.7 million as of December 31, 2014. The Notes consisted of the following as of December 31, 2014: | ||||||||||||
(in thousands) | |||||||||||||
Equity component (1) | $ | 60,931 | |||||||||||
Liability component : | |||||||||||||
Principal | 310,000 | ||||||||||||
Less: debt discount, net | (44,290 | ) | |||||||||||
Net carrying amount | $ | 265,710 | |||||||||||
Fair value - level 2 | $ | 347,572 | |||||||||||
(1) Included in the consolidated balance sheets within additional paid-in capital, net of the $1.7 million in equity issuance costs. | |||||||||||||
Convertible debt interest expense [Table Text Block] | The following table sets forth total interest expense recognized related to the Notes during the twelve months ended December 31, 2014 and 2013: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(in thousands) | |||||||||||||
Contractual interest expense | $ | 775 | $ | 446 | |||||||||
Amortization of debt issuance costs | 1,237 | 696 | |||||||||||
Amortization of debt discount | 11,673 | 6,620 | |||||||||||
Total | $ | 13,685 | $ | 7,762 | |||||||||
Effective interest rate | 5.40% | ||||||||||||
Schedule of Related Party Transactions | The current and long-term portions of the notes payable, recorded in other current liabilities and other long-term liabilities, respectively, are as follows for the periods indicated: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(dollars in thousands) | |||||||||||||
Current portion | $ | 2,774 | $ | 3,054 | |||||||||
Long-term portion | 5,928 | 8,702 | |||||||||||
Total long-term debt | $ | 8,702 | $ | 11,756 | |||||||||
The maximum amount outstanding under the notes was $11.8 million and $14.4 million during the years ended December 31, 2014 and 2013, respectively. | |||||||||||||
The following table details payments to Oracle USA and Oracle Credit Corporation for support services and license fees related to the following years: | |||||||||||||
Twelve Months Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars in thousands) | |||||||||||||
License fee | $ | 3,054 | $ | 2,612 | $ | 1,550 | |||||||
Support | 4,300 | 2,380 | 2,373 | ||||||||||
Interest | 464 | 431 | 82 | ||||||||||
Total paid | $ | 7,818 | $ | 5,423 | $ | 4,005 | |||||||
In addition to the companies affiliated with Lawrence J. Ellison, the Company enters into sales and purchases agreements with various companies that have a relationship with the Company's executive officers or members of the Company's board of directors. The relationships are typically an equity investment by the executive officer or board member in the customer / vendor company or the Company's executive officer or board member is a member of the customer / vendor company's board of directors. The Company has renewed the license agreements and sold additional services to these customers or purchased services from these vendors at various points in time. As of December 31, 2014, the Company had $1.1 million in accounts receivable from other related parties not affiliated with Mr. Ellison. Below is a summary of transactions between the Company and related parties other than Mr. Ellison during the years ended December 31, : | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars in thousands) | |||||||||||||
Revenue earned from related party | $ | 3,264 | $ | 2,311 | $ | 2,103 | |||||||
Fees NetSuite paid for services | $ | 918 | $ | 937 | $ | 596 | |||||||
Lease_Commitments_Tables
Lease Commitments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Lease Commitments [Abstract] | |||||||||||||
Schedule of Capital Leased Asssets [Table Text Block] | The current and long-term portions of capital lease were as follows: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(dollars in thousands) | |||||||||||||
Current portion | $ | 195 | $ | 247 | |||||||||
Long-term portion | 43 | — | |||||||||||
Total debt related to capital leases | $ | 238 | $ | 247 | |||||||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and the future minimum capital lease payments as of December 31, 2014 are as follows: | ||||||||||||
Capital leases | Operating leases | Total | |||||||||||
(dollars in thousands) | |||||||||||||
Years ending: | |||||||||||||
2015 | $ | 195 | $ | 12,729 | $ | 12,924 | |||||||
2016 | 40 | 12,777 | 12,817 | ||||||||||
2017 | 3 | 11,320 | 11,323 | ||||||||||
2018 | — | 11,110 | 11,110 | ||||||||||
2019 | — | 8,949 | 8,949 | ||||||||||
Thereafter | — | 2,774 | 2,774 | ||||||||||
Future minimum lease payments | 238 | $ | 59,659 | $ | 59,897 | ||||||||
Amount representing interest | — | ||||||||||||
Present value of future minimum lease payments | $ | 238 | |||||||||||
Stockbased_Compensation_Stockb
Stock-based Compensation Stock-based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Share-based compensation costs summary [Table Text Block] | Amounts recognized in the financial statements related to the 2007 Plan are as follows: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars in thousands) | |||||||||||||
Total cost of stock-based plan during the year | $ | 97,895 | $ | 74,759 | $ | 49,432 | |||||||
Capitalized stock-based compensation | (1,415 | ) | (1,099 | ) | (990 | ) | |||||||
Previously capitalized stock-based compensation amortized during the year | 860 | 505 | 179 | ||||||||||
Stock-based compensation expense | $ | 97,340 | $ | 74,165 | $ | 48,621 | |||||||
Foreign income tax associated with stock-based compensation | $ | 310 | $ | 249 | $ | 287 | |||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company's stock option activity during the year ended December 31, 2014 was as follows: | ||||||||||||
Shares | Weighted-average exercise price per share | Weighted-average remaining contractual term (in years) | Aggregate intrinsic value | ||||||||||
(dollars and shares in thousands, except per share amounts) | |||||||||||||
Outstanding at January 1, 2014 | 1,889 | $ | 36.51 | ||||||||||
Granted | 699 | 97.02 | |||||||||||
Exercised | -341 | 26.49 | |||||||||||
Cancelled and forfeited | -136 | 80.68 | |||||||||||
Outstanding at December 31, 2014 | 2,111 | 55.3 | 6.74 | $ | 113,777 | ||||||||
Vested and expected to vest | 2,013 | 53.58 | 6.63 | 111,916 | |||||||||
Exercisable at December 31, 2014 | 1,242 | $ | 33.89 | 5.35 | $ | 93,473 | |||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The weighted-average grant date fair value of options granted and the range of assumptions using the model are as follows for the periods presented: | ||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Weighted-average fair value of options granted | $36.09 | $35.44 | $23.92 | ||||||||||
Expected term | 4.3 years | 6.1 years | 6.0 years | ||||||||||
Expected volatility | 44% | 46% | 52% | ||||||||||
Risk-free interest rate | 1.33% | 1.16% | 1.04% | ||||||||||
Dividend yield | none | none | none | ||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of the Company's RSU, RS, PS and PSU activity during the year ended December 31, 2014 is as follows: | ||||||||||||
Shares | Weighted-average grant date fair value per share | Aggregate intrinsic value | |||||||||||
(dollars and shares in thousands, except per share amounts) | |||||||||||||
Nonvested at January 1, 2014 | 2,668 | $59.35 | |||||||||||
Granted | 1,748 | 93.13 | |||||||||||
Vested | -1,257 | 53.82 | |||||||||||
Cancelled and forfeited | -190 | 73.81 | |||||||||||
Nonvested at December 31, 2014 | 2,969 | $80.59 | $ | 303,838 | |||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Reserved for Future Issuance | ||||||||||||
The Company has reserved the following shares of authorized but unissued common stock for future issuance: | |||||||||||||
December 31, 2014 | |||||||||||||
(shares in thousands) | |||||||||||||
Options outstanding | 2,111 | ||||||||||||
RSUs, PSs, PSUs and restricted stock awards outstanding | 2,969 | ||||||||||||
Shares available for future grants | 4,809 | ||||||||||||
Total | 9,889 | ||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars in thousands) | |||||||||||||
Total cost of stock-based plan during the year | $ | 97,895 | $ | 74,759 | $ | 49,432 | |||||||
Capitalized stock-based compensation | (1,415 | ) | (1,099 | ) | (990 | ) | |||||||
Previously capitalized stock-based compensation amortized during the year | 860 | 505 | 179 | ||||||||||
Stock-based compensation expense | $ | 97,340 | $ | 74,165 | $ | 48,621 | |||||||
Foreign income tax associated with stock-based compensation | $ | 310 | $ | 249 | $ | 287 | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes [Abstract] | |||||||||||||
Schedule of Components of Income Tax Expense (Benefit) | The components of income before income taxes attributable to domestic and foreign operations are as follows: | ||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars in thousands) | |||||||||||||
Income / (loss) before income taxes is as follows: | |||||||||||||
Domestic | $ | (100,608 | ) | $ | (76,715 | ) | $ | (37,203 | ) | ||||
Foreign | 2,737 | 7,205 | 4,517 | ||||||||||
Total | $ | (97,871 | ) | $ | (69,510 | ) | $ | (32,686 | ) | ||||
The federal, state and foreign income tax provisions for the years ended December 31, 2014, 2013 and 2012 are summarized as follows: | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars in thousands) | |||||||||||||
Current taxes: | |||||||||||||
Federal | $ | — | $ | — | $ | — | |||||||
State | 6 | (29 | ) | 60 | |||||||||
Foreign | 3,089 | 1,236 | 2,483 | ||||||||||
Total current taxes | $ | 3,095 | $ | 1,207 | $ | 2,543 | |||||||
Deferred taxes: | |||||||||||||
Federal | $ | 240 | $ | (974 | ) | $ | — | ||||||
State | (36 | ) | (70 | ) | — | ||||||||
Foreign | (1,133 | ) | 736 | — | |||||||||
Total deferred taxes | (929 | ) | (308 | ) | — | ||||||||
Total | $ | 2,166 | $ | 899 | $ | 2,543 | |||||||
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory U.S. federal income tax rate to the Company's effective income tax rate is as follows: | ||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal statutory income tax rate | 35 | % | 35 | % | 35 | % | |||||||
State tax, net of federal benefit | 1.8 | % | (0.1 | )% | (1.5 | )% | |||||||
Foreign rate differential | (2.3 | )% | (2.3 | )% | (3.1 | )% | |||||||
Share-based compensation | (8.4 | )% | (8.7 | )% | (10.9 | )% | |||||||
Meals and entertainment | (0.3 | )% | (0.3 | )% | (0.4 | )% | |||||||
Other permanent differences | (2.3 | )% | (2.1 | )% | (0.3 | )% | |||||||
Valuation allowance | (25.7 | )% | (22.8 | )% | (26.6 | )% | |||||||
Effective income tax rate | (2.2 | )% | (1.3 | )% | (7.8 | )% | |||||||
Net deferred tax assets | Significant components of the Company's deferred tax assets are as follows: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(dollars in thousands) | |||||||||||||
Deferred tax assets: | |||||||||||||
Deferred revenue | $ | 5,146 | $ | 2,747 | |||||||||
Other reserves and accruals | 12,878 | 7,194 | |||||||||||
Share-based compensation | 20,675 | 12,106 | |||||||||||
Federal operating loss carryforwards | 112,949 | 107,662 | |||||||||||
State and foreign net operating loss carryforwards | 14,809 | 13,514 | |||||||||||
Research and development credits | 3,840 | 3,800 | |||||||||||
Deferred tax assets | 170,297 | 147,023 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Property and equipment | $ | (797 | ) | $ | (338 | ) | |||||||
Convertible debt | (16,348 | ) | (20,334 | ) | |||||||||
Acquired intangible assets | (4,598 | ) | (3,321 | ) | |||||||||
Tax deductible goodwill | (670 | ) | (406 | ) | |||||||||
Deferred tax liabilities | (22,413 | ) | (24,399 | ) | |||||||||
Net deferred tax assets, before valuation allowance | 147,884 | 122,624 | |||||||||||
Valuation allowance | (148,682 | ) | (122,428 | ) | |||||||||
Net deferred tax (liabilities) / assets | $ | (798 | ) | $ | 196 | ||||||||
Unrecognized tax benefits | The following table summarizes the activity related to unrecognized tax benefits for the periods presented: | ||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars in thousands) | |||||||||||||
Beginning balance - unrecognized tax benefits, gross | $ | 3,653 | $ | 3,388 | $ | 3,388 | |||||||
(Decrease) / Increases- related to prior year positions | 8,552 | 300 | — | ||||||||||
(Decrease) / Increases- current year tax positions | 3,374 | — | — | ||||||||||
(Decrease) / Increases- due to lapses | (119 | ) | (31 | ) | — | ||||||||
Other | — | (4 | ) | — | |||||||||
Ending balance- unrecognized tax benefits, gross | $ | 15,460 | $ | 3,653 | $ | 3,388 | |||||||
Net_Loss_Per_Common_Share_Net_
Net Loss Per Common Share Net Loss Per Common Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Net Loss Per Common Share [Abstract] | |||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of the numerator and denominator used in the basic and diluted net loss per common share: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars and shares in thousands, except per share amounts) | |||||||||||||
Numerator: | |||||||||||||
Net loss attributable to NetSuite Inc. common stockholders | $ | (100,037 | ) | $ | (70,409 | ) | $ | (35,229 | ) | ||||
Denominator: | |||||||||||||
Weighted-average number of common shares outstanding used in computing basic and diluted net loss per common share | 76,174 | 74,085 | 70,713 | ||||||||||
Net loss per common share, basic and diluted | $ | (1.31 | ) | $ | (0.95 | ) | $ | (0.50 | ) | ||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the weighted average potential shares that are excluded from the computation of diluted net loss per common share for the periods presented because including them would have had an anti-dilutive effect: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(shares in thousands) | |||||||||||||
Options to purchase shares of common stock | 2,102 | 2,196 | 3,595 | ||||||||||
Unvested RSUs, PSs, PSUs and restricted stock awards | 2,743 | 3,020 | 3,932 | ||||||||||
Total | 4,845 | 5,216 | 7,527 | ||||||||||
The effect of the Notes is reflected in diluted earnings per share by application of the treasury stock method as the Company intends to settle the principal amount of the Notes in cash upon conversion. During the year ended December 31, 2014, the Company's weighted average common stock price was below the Notes conversion price for the periods during which the Notes were outstanding. |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Related Party Transactions [Abstract] | |||||||||||||
Schedule of Related Party Transactions | The current and long-term portions of the notes payable, recorded in other current liabilities and other long-term liabilities, respectively, are as follows for the periods indicated: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(dollars in thousands) | |||||||||||||
Current portion | $ | 2,774 | $ | 3,054 | |||||||||
Long-term portion | 5,928 | 8,702 | |||||||||||
Total long-term debt | $ | 8,702 | $ | 11,756 | |||||||||
The maximum amount outstanding under the notes was $11.8 million and $14.4 million during the years ended December 31, 2014 and 2013, respectively. | |||||||||||||
The following table details payments to Oracle USA and Oracle Credit Corporation for support services and license fees related to the following years: | |||||||||||||
Twelve Months Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars in thousands) | |||||||||||||
License fee | $ | 3,054 | $ | 2,612 | $ | 1,550 | |||||||
Support | 4,300 | 2,380 | 2,373 | ||||||||||
Interest | 464 | 431 | 82 | ||||||||||
Total paid | $ | 7,818 | $ | 5,423 | $ | 4,005 | |||||||
In addition to the companies affiliated with Lawrence J. Ellison, the Company enters into sales and purchases agreements with various companies that have a relationship with the Company's executive officers or members of the Company's board of directors. The relationships are typically an equity investment by the executive officer or board member in the customer / vendor company or the Company's executive officer or board member is a member of the customer / vendor company's board of directors. The Company has renewed the license agreements and sold additional services to these customers or purchased services from these vendors at various points in time. As of December 31, 2014, the Company had $1.1 million in accounts receivable from other related parties not affiliated with Mr. Ellison. Below is a summary of transactions between the Company and related parties other than Mr. Ellison during the years ended December 31, : | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(dollars in thousands) | |||||||||||||
Revenue earned from related party | $ | 3,264 | $ | 2,311 | $ | 2,103 | |||||||
Fees NetSuite paid for services | $ | 918 | $ | 937 | $ | 596 | |||||||
Schedule_II_Valuation_and_Qual1
Schedule II Valuation and Qualifying Accounts Allowance for Doubtful Accounts Valuation Account (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Allowance for Doubtful Accounts [Abstract] | ||||||||||||||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | ||||||||||||||||||||
Additions | ||||||||||||||||||||
Beginning balance | Charged to operations | Charged to deferred revenues | Write-offs | Ending balance | ||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||
Trade receivables allowance | ||||||||||||||||||||
Year ended December 31, 2014 | $ | 833 | $ | 1,434 | $ | 4,208 | $ | (4,589 | ) | $ | 1,886 | |||||||||
Year ended December 31, 2013 | 701 | 1,041 | 1,902 | (2,811 | ) | 833 | ||||||||||||||
Year ended December 31, 2012 | $ | 396 | $ | 616 | $ | 1,819 | $ | (2,130 | ) | $ | 701 | |||||||||
Significant_Accounting_Policie3
Significant Accounting Policies Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Percent of professional services component earned within 300 Days | 90.00% |
Percent of uptime per period provided by subscription agreements | 99.50% |
Minimum [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Subscription and support agreement term | 12 months |
Maximum [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Subscription and support agreement term | 36 months |
Significant_Accounting_Policie4
Significant Accounting Policies Deferred Commissions (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | |||
Capitalized Commissions | $95.50 | $70.40 | $50.50 |
Commission Amortization Expense | $75.20 | $55.50 | $45.30 |
Significant_Accounting_Policie5
Significant Accounting Policies Internal Use Software and Website Development Costs (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ||||
Capitalized Internal Use Software | $4,000,000 | $3,200,000 | $4,100,000 | |
Capitalized stock-based compensation | 1,415,000 | 1,099,000 | 990,000 | |
Capitalized internal use software amortization expense | 2,700,000 | 1,600,000 | 629,000 | |
Capitalized internal use software net book value | 7,800,000 | 6,500,000 | ||
Developed Technology | ||||
Property, Plant and Equipment [Line Items] | ||||
Acquired Intangible Asset | 1,500,000 | |||
Cash paid by the Company as consideration | 1,300,000 | |||
Additional cash consideration for acquisition | $225,000 |
Significant_Accounting_Policie6
Significant Accounting Policies Long-lived Assets (Details) (USD $) | 12 Months Ended | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2009 | Jun. 30, 2012 | |
Office Equipment [Member] | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Furniture and Fixtures [Member] | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Computer Equipment [Member] | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Software Development [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Software Development [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
QuickArrow Business Combination [Member] | |||
Business Acquisition [Line Items] | |||
Cash paid by the Company as consideration | $19,400,000 | ||
QuickArrow Business Combination [Member] | Developed Technology | |||
Business Acquisition [Line Items] | |||
Acquired Intangible Asset | 3,300,000 | ||
Acquired intangible assets useful life | 4 years | ||
Impairment of intangible assets | 401,000,000 | ||
Net carrying value | $481,000,000 |
Significant_Accounting_Policie7
Significant Accounting Policies Segment Revenue (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||
Revenues | $556,284 | $414,508 | $308,825 |
UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Revenues | 414,172 | 308,513 | 227,975 |
Outside of United States | |||
Segment Reporting Information [Line Items] | |||
Revenues | $142,112 | $105,995 | $80,850 |
Percentage of Revenue Generated Outside of the United States | 26.00% | 26.00% | 26.00% |
Significant_Accounting_Policie8
Significant Accounting Policies Foreign Currency (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Abstract] | |||
Foreign Currency Loss | $437,000 | $343,000 | $487,000 |
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | -5,700,000 | 22,000 | |
Unrealized loss on marketable securities | 5,000 | 0 | 0 |
Accumulated Pension Liability - Philippines | ($178,000) | ($268,000) |
Significant_Accounting_Policie9
Significant Accounting Policies Advertising Expense (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | |||
Advertising Expense | $12.80 | $8.20 | $4.10 |
Recovered_Sheet1
Significant Accounting Policies Qualified Operating Expenses (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Government Reimbursement Qualified Expenses | $1,500,000 | $2,500,000 | $2,000,000 |
Reimbursements from government program | 2,200,000 | 2,000,000 | 1,200,000 |
Qualified Operating Expense Reimbursements | $645,000 |
Recovered_Sheet2
Significant Accounting Policies Impairment of Intangible Asset (Details) (QuickArrow Business Combination [Member], USD $) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2012 | Dec. 31, 2009 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cash paid by the Company as consideration | $19,400,000 | |
Developed Technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Intangible Asset | 3,300,000 | |
Impairment of intangible assets | 401,000,000 | |
Net carrying value | $481,000,000 |
Business_Combinations_Business1
Business Combinations Business Combinations (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 26, 2014 | Jul. 17, 2014 | Mar. 31, 2013 | Nov. 01, 2013 | Dec. 31, 2013 | 3-May-13 | Jun. 30, 2013 | Mar. 06, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | |||||||||||||
Escrow payments | $5,945,000 | $0 | $0 | ||||||||||
Goodwill purchase accounting adjustments | -248,000 | ||||||||||||
Venda & WMS Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business combination transaction costs | 4,600,000 | ||||||||||||
WMS Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash paid by the Company as consideration | 15,600,000 | ||||||||||||
Additional cash consideration for acquisition | 2,400,000 | ||||||||||||
Business combination consideration withheld for tax matters | 350,000 | ||||||||||||
Goodwill purchase accounting adjustments | 14,752,000 | ||||||||||||
Venda Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash paid by the Company as consideration | 25,700,000 | ||||||||||||
Additional cash consideration for acquisition | 10,100,000 | ||||||||||||
Company common stock issued as consideration for acquisiton | 304,364 | ||||||||||||
Value of shares issued to acquire SPC | 22,800,000 | ||||||||||||
Goodwill purchase accounting adjustments | 27,228,000 | ||||||||||||
T-HR & OM Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business combination transaction costs | 3,000,000 | ||||||||||||
T-HR Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business combination transaction costs | 1,300,000 | ||||||||||||
Cash paid by the Company as consideration | 24,800,000 | ||||||||||||
Escrow payments | 140,000 | 2,500,000 | |||||||||||
OM Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business combination transaction costs | 1,100,000 | ||||||||||||
Cash paid by the Company as consideration | 23,500,000 | ||||||||||||
Additional cash consideration for acquisition | 3,300,000 | 3,500,000 | |||||||||||
Business combination consideration withheld for tax matters | 655,000 | 3,900,000 | 3,900,000 | 1,100,000 | |||||||||
Employee termination costs | 311,000 | ||||||||||||
WH Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business combination transaction costs | 560,000 | ||||||||||||
Cash paid by the Company as consideration | 1,000,000 | 10,200,000 | |||||||||||
Additional cash consideration for acquisition | 600,000 | 1,800,000 | |||||||||||
Goodwill purchase accounting adjustments | 200,000 | ||||||||||||
RA Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash paid by the Company as consideration | 5,000,000 | 1,100,000 | |||||||||||
Additional cash consideration for acquisition | $1,300,000 | ||||||||||||
Developed Technology | WMS Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets useful life | 5 years | ||||||||||||
Developed Technology | Venda Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets useful life | 5 years | ||||||||||||
Developed Technology | T-HR Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets useful life | 5 years | ||||||||||||
Developed Technology | OM Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets useful life | 4 years | ||||||||||||
Developed Technology | WH Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets useful life | 3 years | ||||||||||||
Customer Relationships | WMS Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets useful life | 4 years | ||||||||||||
Customer Relationships | Venda Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets useful life | 7 years | ||||||||||||
Customer Relationships | T-HR Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets useful life | 4 years | ||||||||||||
Customer Relationships | OM Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets useful life | 4 years | ||||||||||||
Customer Relationships | WH Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets useful life | 4 years | ||||||||||||
Trademarks [Member] | Venda Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets useful life | 3 years | ||||||||||||
Trademarks [Member] | T-HR Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets useful life | 2 years | ||||||||||||
Trademarks [Member] | OM Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets useful life | 2 years | ||||||||||||
Trademarks [Member] | WH Business Combination [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets useful life | 2 years |
Business_Combinations_Allocati
Business Combinations Allocation of Purchase Price (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 06, 2013 | Nov. 01, 2013 | Jul. 17, 2014 | Sep. 26, 2014 | 3-May-13 |
In Thousands, unless otherwise specified | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $123,049 | $84,478 | $35,661 | |||||
WH Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | 264 | |||||||
Accounts receivable | 0 | |||||||
Goodwill | 9,721 | |||||||
Deferred tax liabilities | -1,322 | |||||||
Other assets / liabilities | -75 | |||||||
Total purchase price | 11,988 | |||||||
T-HR Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | 0 | |||||||
Accounts receivable | 0 | |||||||
Goodwill | 21,543 | |||||||
Deferred tax liabilities | 0 | |||||||
Other assets / liabilities | 352 | |||||||
Total purchase price | 24,795 | |||||||
Venda Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | 3,763 | |||||||
Goodwill | 27,228 | |||||||
Accounts Payable | -2,085 | |||||||
Deferred tax liabilities | -2,132 | |||||||
Tax related liabilities | -2,909 | |||||||
Other assets / liabilities | 1,873 | |||||||
Total purchase price | 48,438 | |||||||
WMS Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | 0 | |||||||
Goodwill | 14,752 | |||||||
Accounts Payable | 0 | |||||||
Deferred tax liabilities | 0 | |||||||
Tax related liabilities | 0 | |||||||
Other assets / liabilities | -180 | |||||||
Total purchase price | 15,592 | |||||||
OM Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | 1,069 | |||||||
Accounts receivable | 804 | |||||||
Goodwill | 18,176 | |||||||
Deferred tax liabilities | 0 | |||||||
Other assets / liabilities | -433 | |||||||
Total purchase price | 28,116 | |||||||
Developed Technology | WH Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 1,100 | |||||||
Developed Technology | T-HR Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 1,300 | |||||||
Developed Technology | Venda Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 7,700 | |||||||
Developed Technology | WMS Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 700 | |||||||
Developed Technology | OM Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 5,100 | |||||||
Customer Relationships | WH Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 2,100 | |||||||
Customer Relationships | T-HR Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 1,000 | |||||||
Customer Relationships | Venda Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 12,300 | |||||||
Customer Relationships | WMS Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 300 | |||||||
Customer Relationships | OM Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 3,000 | |||||||
Trademarks [Member] | WH Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 200 | |||||||
Trademarks [Member] | T-HR Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 600 | |||||||
Trademarks [Member] | Venda Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 2,700 | |||||||
Trademarks [Member] | WMS Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 20 | |||||||
Trademarks [Member] | OM Business Combination [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | $400 |
Cash_Cash_Equivalents_Details
Cash & Cash Equivalents (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $206,947,000 | $329,050,000 | ||
Money market mutual funds | 152,673,000 | 122,527,000 | ||
Commercial paper | 8,149,000 | 0 | ||
Total cash and cash equivalents | 367,769,000 | 451,577,000 | 185,859,000 | 141,448,000 |
Restricted Cash and Cash Equivalents | ||||
Restricted Cash | 211,000 | 753,000 | ||
Restricted Cash Current | 35,000 | 38,000 | ||
Restricted Cash Long-term | $176,000 | $715,000 |
Financial_Instruments_Marketab
Financial Instruments Marketable Securities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Money market funds | $152,673 | $122,527 |
Commercial paper | 8,149 | 0 |
Available-for-sale Debt Securities, Amortized Cost Basis [Abstract] | ||
Amortized Cost | 252,592 | |
Unrealized Gains | 8 | |
Unrealized Losses | -13 | |
Fair Value | 252,587 | |
Commercial paper [Member] | ||
Available-for-sale Debt Securities, Amortized Cost Basis [Abstract] | ||
Amortized Cost | 70,737 | |
Unrealized Gains | 8 | |
Unrealized Losses | 0 | |
Fair Value | 70,745 | |
Corporate notes and obligations [Member] | ||
Available-for-sale Debt Securities, Amortized Cost Basis [Abstract] | ||
Amortized Cost | 11,886 | |
Unrealized Gains | 0 | |
Unrealized Losses | -9 | |
Fair Value | 11,877 | |
U.S. treasury securities [Member] | ||
Available-for-sale Debt Securities, Amortized Cost Basis [Abstract] | ||
Amortized Cost | 9,147 | |
Unrealized Gains | 0 | |
Unrealized Losses | -4 | |
Fair Value | $9,143 |
Financial_Instruments_Maturiti
Financial Instruments Maturities (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Available-for-sale Securities, Debt Maturities, Single Maturity Date [Abstract] | |
Due within one year | $243,444 |
Due within two years | 9,143 |
Total | $252,587 |
Financial_Instruments_Fair_Val
Financial Instruments Fair Value of Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Assets | $253,818 | $122,902 |
Total liabilities | 0 | 0 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Assets | 161,816 | 122,527 |
Total liabilities | 0 | 0 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Assets | 92,002 | 375 |
Total liabilities | 1 | 0 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Assets | 0 | 0 |
Total liabilities | 0 | 0 |
Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 8,149 | 0 |
Commercial paper [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Commercial paper [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 8,149 | 0 |
Commercial paper [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 152,673 | 122,527 |
Money market funds [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 152,673 | 122,527 |
Money market funds [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market funds [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 70,745 | 0 |
Commercial paper [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Commercial paper [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 70,745 | 0 |
Commercial paper [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Corporate notes and obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 11,877 | 0 |
Corporate notes and obligations [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Corporate notes and obligations [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 11,877 | 0 |
Corporate notes and obligations [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
U.S. treasury securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 9,143 | 0 |
U.S. treasury securities [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 9,143 | 0 |
U.S. treasury securities [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
U.S. treasury securities [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Foreign exchange contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contract asset | 1,231 | 375 |
Foreign currency contracts liability | 0 | 0 |
Foreign exchange contracts [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contract asset | 0 | 0 |
Foreign currency contracts liability | 0 | 0 |
Foreign exchange contracts [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contract asset | 1,231 | 375 |
Foreign currency contracts liability | 1 | 0 |
Foreign exchange contracts [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contract asset | 0 | 0 |
Foreign currency contracts liability | $0 | $0 |
Hedging_Activity_Notional_Valu
Hedging Activity Notional Value Sold and Purchased (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | $278,100 | |
Sales [Member] | Foreign exchange contracts [Member] | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 54,014 | 36,664 |
Sales [Member] | Foreign exchange contracts [Member] | British pound | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 16,939 | 7,537 |
Sales [Member] | Foreign exchange contracts [Member] | Australian dollar | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 16,004 | 11,416 |
Sales [Member] | Foreign exchange contracts [Member] | Japan yen | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 3,355 | 2,285 |
Sales [Member] | Foreign exchange contracts [Member] | Canadian dollar | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 796 | 2,445 |
Sales [Member] | Foreign exchange contracts [Member] | Euro | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 2,344 | 1,356 |
Sales [Member] | Foreign exchange contracts [Member] | Czech crown | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 6,510 | 5,240 |
Sales [Member] | Foreign exchange contracts [Member] | MEXICO | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 268 | 158 |
Sales [Member] | Foreign exchange contracts [Member] | Philippines, Pesos | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 7,540 | 5,940 |
Sales [Member] | Foreign exchange contracts [Member] | New Zealand dollar | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 258 | 287 |
Purchase [Member] | Foreign exchange contracts [Member] | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 26,432 | 19,141 |
Purchase [Member] | Foreign exchange contracts [Member] | British pound | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 7,284 | 4,799 |
Purchase [Member] | Foreign exchange contracts [Member] | Australian dollar | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 7,494 | 4,979 |
Purchase [Member] | Foreign exchange contracts [Member] | Japan yen | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 0 | 0 |
Purchase [Member] | Foreign exchange contracts [Member] | Canadian dollar | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 1,267 | 1,817 |
Purchase [Member] | Foreign exchange contracts [Member] | Euro | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 547 | 0 |
Purchase [Member] | Foreign exchange contracts [Member] | Czech crown | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 4,710 | 3,490 |
Purchase [Member] | Foreign exchange contracts [Member] | MEXICO | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 110 | 116 |
Purchase [Member] | Foreign exchange contracts [Member] | Philippines, Pesos | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 5,020 | 3,940 |
Purchase [Member] | Foreign exchange contracts [Member] | New Zealand dollar | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | $0 | $0 |
Hedging_Activity_Derivative_an
Hedging Activity Derivative and Hedging Activity (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Foreign exchange contracts - Other income/(expense), net | $1,446 | $1,095 | ($512) |
Designated as Hedging Instrument [Member] | Foreign Exchange Future [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Foreign exchange contracts - Other income/(expense), net | 1,446 | 1,095 | -512 |
Designated as Hedging Instrument [Member] | Other Assets [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total | 1,231 | 375 | |
Designated as Hedging Instrument [Member] | Other Liabilities [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total | $1 | $0 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | |||
Computer equipment | $68,630,000 | $51,310,000 | |
Purchased software | 16,046,000 | 12,052,000 | |
Leasehold improvements | 14,942,000 | 10,690,000 | |
Furniture, fixtures and office equipment | 9,292,000 | 7,875,000 | |
Total property and equipment | 138,949,000 | 110,870,000 | |
Accumulated depreciation and amortization | -80,410,000 | -62,687,000 | |
Property and equipment, net | 58,539,000 | 48,183,000 | |
Other Depreciation and Amortization | 20,100,000 | 15,700,000 | 11,000,000 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Purchased software | |||
Property, Plant and Equipment [Line Items] | |||
Purchased software | $30,039,000 | $28,943,000 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years |
Goodwill_and_Other_Intangibles2
Goodwill and Other Intangibles Goodwill and Other Intangibles (Details) (USD $) | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 06, 2013 | 3-May-13 | Nov. 01, 2013 | Jul. 17, 2014 | Sep. 26, 2014 |
Goodwill [Roll Forward] | |||||||
Goodwill | $84,478 | $35,661 | |||||
Goodwill purchase accounting adjustments | -248 | ||||||
Goodwill - Foreign exchange adjustment | -3,161 | -623 | |||||
Goodwill | 123,049 | 84,478 | |||||
WH Business Combination [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Goodwill | 9,721 | ||||||
Goodwill acquired during the year | 9,721 | ||||||
Goodwill purchase accounting adjustments | 200 | ||||||
Goodwill | 9,721 | ||||||
OM Business Combination [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Goodwill | 18,176 | ||||||
Goodwill acquired during the year | 18,176 | ||||||
Goodwill | 18,176 | ||||||
T-HR Business Combination [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Goodwill | 21,543 | ||||||
Goodwill acquired during the year | 21,543 | ||||||
Goodwill | 21,543 | ||||||
Venda Business Combination [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Goodwill | 27,228 | ||||||
Goodwill purchase accounting adjustments | 27,228 | ||||||
Goodwill | 27,228 | ||||||
WMS Business Combination [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Goodwill | 14,752 | ||||||
Goodwill purchase accounting adjustments | 14,752 | ||||||
Goodwill | $14,752 |
Goodwill_and_Other_Intangibles3
Goodwill and Other Intangibles (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Intangible Assets | |||
Total Gross Carrying Amount | $66,658 | $44,932 | |
Accumulated Amortization | -34,254 | -24,472 | |
Total | 32,404 | 20,460 | |
Amortization of other intangible assets | 9,993 | 6,749 | 4,580 |
Developed Technology | |||
Intangible Assets | |||
Developed technology gross carrying amount | 27,432 | 19,721 | |
Accumulated Amortization | -15,073 | -11,324 | |
Total | 12,359 | 8,397 | |
Trade names | |||
Intangible Assets | |||
Tradenames gross amount | 5,305 | 2,827 | |
Accumulated Amortization | -2,696 | -1,621 | |
Total | 2,609 | 1,206 | |
Customer Relationships | |||
Intangible Assets | |||
Customer relationships gross carrying amount | 32,959 | 21,308 | |
Accumulated Amortization | -15,622 | -10,946 | |
Total | 17,337 | 10,362 | |
Noncompete Agreements [Member] | |||
Intangible Assets | |||
Customer relationships gross carrying amount | 962 | 1,076 | |
Accumulated Amortization | -863 | -581 | |
Total | $99 | $495 |
Goodwill_and_Other_Intangibles4
Goodwill and Other Intangibles Details Future Intangible Asset Amortization (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2015 | $10,739 | |
2016 | 8,275 | |
2017 | 4,967 | |
2018 | 3,436 | |
2019 | 2,486 | |
Thereafter | 2,501 | |
Total | $32,404 | $20,460 |
Accrued_Compensation_Details
Accrued Compensation (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Sales Commission | $19,675 | $11,237 |
Employee bonus | 12,453 | 7,118 |
Employee benefits, payroll taxes and other | 8,953 | 6,180 |
Total accrued compensation | $41,081 | $24,535 |
Longterm_Debt_Details
Long-term Debt (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 27, 2014 | Jun. 30, 2013 | Mar. 01, 2013 | Jun. 01, 2013 | 29-May-13 | |
Debt Instrument [Line Items] | ||||||||
Convertible senior notes issuance costs - equity | $60,931,000 | |||||||
Debt Instrument, Convertible, Effective Interest Rate (Deprecated 2013-01-31) | 3 years 6 months | |||||||
Effective interest rate | 5.40% | |||||||
Payments to repurchase common stock | 0 | -30,000,000 | 0 | |||||
Present value of future debt payments | 11,756,000 | |||||||
repayment principal software license | 3,054,000 | 2,612,000 | 1,550,000 | |||||
Principal Owner [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Net carrying amount | 9,357,000 | |||||||
Future debt payments 2014 | 3,119,000 | |||||||
Future debt payments 2015 | 3,119,000 | |||||||
Future debt payments 2016 | 3,119,000 | |||||||
Amount representing interest | 655,000 | |||||||
Present value of future debt payments | 8,702,000 | |||||||
Current portion | 2,774,000 | 3,054,000 | ||||||
Long-term portion | 5,928,000 | 8,702,000 | ||||||
Maximum outstanding amount - Related Party | 11,800,000 | 14,400,000 | ||||||
repayment principal software license | 3,054,000 | 2,612,000 | 1,550,000 | |||||
Annual support services | 4,300,000 | 2,380,000 | 2,373,000 | |||||
Interest expense | 464,000 | 431,000 | 82,000 | |||||
Payments to Suppliers | 7,818,000 | 5,423,000 | 4,005,000 | |||||
Oracle Related Party Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Related Party Transaction, Rate | 6.20% | |||||||
Oracle Related Party Note Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||||||
Net carrying amount | 12,400,000 | |||||||
Effective interest rate | 4.50% | |||||||
Related Party Transaction, Rate | 2.12% | |||||||
Software license agreement fee | 13,100,000 | |||||||
Support service fee | 4,300,000 | 2,400,000 | ||||||
Convertible Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible senior notes | 310,000,000 | 310,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.25% | |||||||
Common shares convertered to per convertible note | 8.6133 | |||||||
Debt Instrument, Face Amount | 1,000 | |||||||
Debt Instrument, Convertible, Stock Price Trigger | $116.10 | |||||||
Convertible stock conversion premium | 35.00% | |||||||
Sale of Stock, Price Per Share | $86 | |||||||
Convertible senior note issuance costs - total | 8,400,000 | |||||||
Convertible senior notes issuance costs - liability | 4,700,000 | 6,700,000 | ||||||
Debt Instrument, Unamortized Discount | -44,290,000 | |||||||
Net carrying amount | 265,710,000 | |||||||
Contractual interest expense | 775,000 | 446,000 | ||||||
Amortization of debt issuance costs | 1,237,000 | 696,000 | ||||||
Amortization of Debt Discount (Premium) | 11,673,000 | 6,620,000 | ||||||
Interest Expense, Debt | 13,685,000 | 7,762,000 | ||||||
Proceeds to repurchase company's stock | 30,000,000 | |||||||
Repurchased and retired common stock price paid -shares | 348,837 | |||||||
Payments to repurchase common stock | -30,000,000 | |||||||
Additional paid-in capital | Convertible Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible senior notes issuance costs - equity | 1,700,000 | |||||||
Level 2 [Member] | Convertible Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value - level 2 | $347,572,000 |
Lease_Commitments_Details
Lease Commitments (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Capital Leased Assets [Line Items] | |||
Capital lease outstanding as of year end | $238,000 | $247,000 | |
Accumulated amortization capital leases at year end | 2,400,000 | 2,100,000 | |
Current portion - capital lease | 195,000 | 247,000 | |
Long-term portion - capital lease | 43,000 | 0 | |
Total debt related to capital leases | 238,000 | 247,000 | |
Future Minimum Capital Lease Payments [Abstract] | |||
2012 | 195,000 | ||
2013 | 40,000 | ||
2014 | 3,000 | ||
2015 | 0 | ||
2016 | 0 | ||
Thereafter | 0 | ||
Future minimum lease payments | 238,000 | ||
Amount representing interest | 0 | ||
Present value of future minimum lease payments | 238,000 | ||
Future Minimum Operating Lease Payments [Abstract] | |||
2012 | 12,729,000 | ||
2013 | 12,777,000 | ||
2014 | 11,320,000 | ||
2015 | 11,110,000 | ||
2016 | 8,949,000 | ||
Thereafter | 2,774,000 | ||
Future minimum lease payments | 59,659,000 | ||
Total Future Minimum Capital Lease and Operating Lease Payments [Abstract] | |||
2012 | 12,924,000 | ||
2013 | 12,817,000 | ||
2014 | 11,323,000 | ||
2015 | 11,110,000 | ||
2016 | 8,949,000 | ||
Total future minimum payments | 59,897,000 | ||
Rental expenses for operating leases and sublease income [Abstract] | |||
Operating rental expense net of sublease income | 15,400,000 | 11,100,000 | 8,000,000 |
Sublease income | $321,000 |
Stockbased_Compensation_Stockb1
Stock-based Compensation Stock-based Compensation (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Sep. 30, 2014 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2007 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved initial plan date | 9,889,000 | 9,889,000 | ||||||||
Capitalized stock-based compensation | $1,415,000 | $1,099,000 | $990,000 | |||||||
Capitalized internal use software amortization expense | 2,700,000 | 1,600,000 | 629,000 | |||||||
Stock-based compensation | 96,480,000 | 73,660,000 | 48,442,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||||
Stock options, Beginning of period, Outstanding (shares) | 1,889,000 | |||||||||
Stock options, Granted (shares) | 699,000 | |||||||||
Stock options, Exercised (shares) | -341,000 | |||||||||
Stock options, Canceled and forfeited (shares) | -136,000 | |||||||||
Stock options, Ending of period, Outstanding (shares) | 2,111,000 | 1,889,000 | 2,111,000 | 1,889,000 | ||||||
Stock options, Vested and expected to vest | 2,013,000 | 2,013,000 | ||||||||
Stock options, Exercisable | 1,242,000 | 1,242,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||||||
Stock options, Outstanding, Beginning of period, Weighted average exercise price per share (in dollars per share) | $36.51 | |||||||||
Stock options, Granted, Weighted average exercise price per share (in dollars per share) | $97.02 | |||||||||
Stock options, Exercised, Weighted average exercise price per share (in dollars per share) | $26.49 | |||||||||
Stock options, Canceled and forfeited, Weighted average exercise price per share (in dollars per share) | $80.68 | |||||||||
Stock options, Outstanding, Ending of period, Weighted average exercise price per share (in dollars per share) | $55.30 | $36.51 | $55.30 | $36.51 | ||||||
Stock option, Vested and expected to vest, Weighted average exercise price per share (in dollars per share) | $53.58 | $53.58 | ||||||||
Stock options, Exercisable, Weighted average exercise price per share (in dollars per share) | $33.89 | $33.89 | ||||||||
Stock options, Outstanding, Weighted average remaining contractual term (in years) | 6 years 8 months 27 days | |||||||||
Stock options, Weighted average remaining contractual term (in years) | 6 years 7 months 17 days | |||||||||
Stock options, Outstanding intrinsic value | 113,777 | 113,777 | ||||||||
Stock options, Vested and expected to vest aggregate intrinsic value | 111,916 | 111,916 | ||||||||
Stock options, Exercisable, Weighted average remaining contractual term (in years) | 5 years 4 months 6 days | |||||||||
Stock options, Exercisable intrinsic value | 93,473 | 93,473 | ||||||||
weighted-average fair value of options granted | $36.09 | $35.44 | $23.92 | |||||||
Expected term (in years) | 4 years 3 months 26 days | 6 years 1 month 7 days | 6 years 0 months 0 days | |||||||
Expected volatility | 44.00% | 46.00% | 52.00% | |||||||
Risk free interest rate | 1.33% | 1.16% | 1.04% | |||||||
Dividend Yield | 0 | 0 | 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||||||
Beginning balance (shares) | 2,668,000 | |||||||||
Granted (shares) | 1,748,000 | |||||||||
Vested (shares) | -1,257,000 | |||||||||
Canceled and forfeited (shares) | -190,000 | |||||||||
Ending balance (shares) | 2,969,000 | 2,668,000 | 2,969,000 | 2,668,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Beginning balance, Weighted average grant date fair value, (in dollars per share) | $59.35 | |||||||||
Granted, Weighted average grant date fair value (in dollars per share) | $93.13 | |||||||||
Vested, Weighted average grant date fair value (in dollars per share) | $53.82 | |||||||||
Ending balance, Weighted average grant date fair value, (in dollars per share) | $80.59 | $59.35 | $80.59 | $59.35 | ||||||
Canceled and forfeited, Weighted average grant date fair value (in dollars per share) | $73.81 | |||||||||
Nonvested restricted stock units, restricted stock, performance share and performance unit nonvested intrinsic value | $303,838,000 | $303,838,000 | ||||||||
Performance share grant 2014 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Performance Share - Additional Shares for Achievement | $154,750 | |||||||||
Performance share grant 2014ii [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Performance Share - Additional Shares for Achievement | $31,183 | |||||||||
Performance share grant 2013 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Performance Share - Additional Shares for Achievement | $72,542 | |||||||||
Performance share grant 2012 and 2014 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Performance Share - Additional Shares for Achievement | $16,532 | |||||||||
Stock Compensation Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved initial plan date | 2,375,000 | |||||||||
Shares available for future stock-based compensation grants | 4,808,788 | 4,808,788 | ||||||||
Maximum Annual Increase in Stock-based Compensation Plan - shares | 9,000,000 | |||||||||
Annual Increase Stock-based Compensation Plan - percentage | 3.50% | |||||||||
Stock-based Compensation Contractual Term | 10 years | |||||||||
Allocated Share-based Compensation Expense | 97,895,000 | 74,759,000 | 49,432,000 | |||||||
Capitalized stock-based compensation | -1,415,000 | -1,099,000 | -990,000 | |||||||
Capitalized internal use software amortization expense | 860,000 | 505,000 | 179,000 | |||||||
Stock-based compensation | 97,340,000 | 74,165,000 | 48,621,000 | |||||||
Foreign income tax associated with stock-based compensation | 310,000 | 249,000 | 287,000 | |||||||
2007 Plan - 10% Owner [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.00% | |||||||||
Minimum Stock Option Exercise Price - 10% Owners | 110.00% | |||||||||
Stock-based Compensation Contractual Term | 5 years | |||||||||
Performance Shares [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||||||
Granted (shares) | 559,456 | |||||||||
Performance Shares [Member] | Performance share grant 2014ii [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||||||
Granted (shares) | 170,875 | |||||||||
Performance Shares [Member] | Performance share grant 2013 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||||||
Granted (shares) | 170,875 | |||||||||
Performance Shares [Member] | Performance share grant 2012 and 2014 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||||||
Stock options, Granted, Weighted average exercise price per share (in dollars per share) | 50.38 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||||||
Granted (shares) | 341,750 | |||||||||
Performance Share - Company-wide Goal [Member] | Performance share grant 2014 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance Share achievement percentage | 200.00% | |||||||||
Performance Share - Company-wide Goal [Member] | Performance share grant 2014ii [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance Share achievement percentage | 126.00% | |||||||||
Performance Share - Company-wide Goal [Member] | Performance share grant 2013 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance Share achievement percentage | 137.00% | |||||||||
Performance Share - Company-wide Goal [Member] | Performance share grant 2012 and 2014 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance Share achievement percentage | 110.00% | |||||||||
Employee Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||||||
Intrinsic value | 25,400,000 | 75,900,000 | 95,440,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Total unrecognized compensation cost | 25,700,000 | 25,700,000 | ||||||||
Period unrecognized compensation to be recognized | 2 years 8 months 0 days | |||||||||
Restricted Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||||||
Intrinsic value | 122,200,000 | 145,300,000 | 94,600,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Total unrecognized compensation cost | 157,600,000 | 157,600,000 | ||||||||
Period unrecognized compensation to be recognized | 2 years 5 months 0 days | |||||||||
T-HR Business Combination [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 37,852 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Granted, Weighted average grant date fair value (in dollars per share) | $3,000,000 | $4,000,000 | ||||||||
Principal Owner [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Payments to Suppliers | $7,818,000 | $5,423,000 | $4,005,000 |
Other_Employee_Benefits_Detail
Other Employee Benefits (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $4,000 | ||
Defined contributions retirement plan - Company match | 5,300,000 | 3,900,000 | 2,700,000 |
service and interest cost and actuarial losses statuory pension obligation | 97,000 | 188,000 | 152,000 |
Unfunded projected statutory benefit obligation - Philippines | 574,000 | 482,000 | |
Periodic benefit cost - Philippines | $186,000 | $126,000 | $74,000 |
Income_Taxes_Revenue_Detail_De
Income Taxes Revenue Detail (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||
Domestic | ($100,608) | ($76,715) | ($37,203) |
Foreign | 2,737 | 7,205 | 4,517 |
Total | ($97,871) | ($69,510) | ($32,686) |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | 3 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Mar. 06, 2013 | |
Current taxes: | |||||
Total current taxes | $3,095,000 | $1,207,000 | $2,543,000 | ||
Deferred taxes: | |||||
Total deferred taxes | -929,000 | -308,000 | 0 | ||
Provision for income taxes | 2,166,000 | 899,000 | 2,543,000 | ||
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |||||
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% | ||
State tax, net of federal benefit | 1.80% | -0.10% | -1.50% | ||
Foreign rate differential | -2.30% | -2.30% | -3.10% | ||
Share-based compensation | -8.40% | -8.70% | -10.90% | ||
Meals and entertainment | -0.30% | -0.30% | -0.40% | ||
Other permanent difference | -2.30% | -2.10% | -0.30% | ||
Valuation allowance | -25.70% | -22.80% | -26.60% | ||
Effective Income Tax Rate | -2.20% | -1.30% | -7.80% | ||
Deferred tax assets: | |||||
Deferred revenue | 5,146,000 | 2,747,000 | |||
Other reserves and accruals | 12,878,000 | 7,194,000 | |||
Share-based compensation | 20,675,000 | 12,106,000 | |||
Federal operating loss carryforwards | 112,949,000 | 107,662,000 | |||
State and foreign net operating loss carryforwards | 14,809,000 | 13,514,000 | |||
Research and development credits | 3,840,000 | 3,800,000 | |||
Deferred tax assets | 170,297,000 | 147,023,000 | |||
Deferred tax liabilities: | |||||
Property and equipment | -797,000 | -338,000 | |||
Convertible debt | -16,348,000 | -20,334,000 | |||
Acquired intangible assets | -4,598,000 | -3,321,000 | |||
Tax deductible goodwill | -670,000 | -406,000 | |||
Deferred tax liabilities | -22,413,000 | -24,399,000 | |||
Net deferred tax assets, before valuation allowance | 147,884,000 | 122,624,000 | |||
Valuation allowance | -148,682,000 | -122,428,000 | |||
Net deferred tax assets | -798,000 | 196,000 | |||
Excess tax benefit on stock-based compensation | 313,000 | 410,000 | |||
Unrecognized tax benefits | 190,000 | 337,000 | 313,000 | ||
Accrued interest and penalties related to unrecognized tax benefits | 43,000 | 71,000 | 56,000 | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||||
Beginning balance - uncrecognized tax benefits, gross | 3,653,000 | 3,388,000 | 3,388,000 | 3,388,000 | |
(Decrease) / Increases- related to prior year positions | 8,552,000 | 300,000 | 0 | ||
(Decrease) / Increases- current year tax positions | 3,374,000 | 0 | 0 | ||
(Decrease) / Increases- due to lapses | -119,000 | -31,000 | 0 | ||
Other | 0 | -4,000 | 0 | ||
Ending balance - uncrecognized tax benefits, gross | 15,460,000 | 3,653,000 | 3,388,000 | ||
Internal Revenue Service (IRS) [Member] | |||||
Deferred tax liabilities: | |||||
Net operating loss carryforwards | 744,600,000 | ||||
Research and development tax carryforwards | 5,200,000 | ||||
CALIFORNIA | |||||
Deferred tax liabilities: | |||||
Net operating loss carryforwards | 340,300,000 | ||||
Federal | |||||
Current taxes: | |||||
Federal | 0 | 0 | 0 | ||
Deferred taxes: | |||||
Federal | 240,000 | -974,000 | 0 | ||
State | |||||
Current taxes: | |||||
State | 6,000 | -29,000 | 60,000 | ||
Deferred taxes: | |||||
State | -36,000 | -70,000 | 0 | ||
Deferred tax liabilities: | |||||
Net operating loss carryforwards | 153,300,000 | ||||
Research and development tax carryforwards | 2,600,000 | ||||
Employee Stock Option [Member] | |||||
Deferred tax liabilities: | |||||
Net operating loss carryforwards | 122,100,000 | ||||
Foreign | |||||
Current taxes: | |||||
Foreign | 3,089,000 | 1,236,000 | 2,483,000 | ||
Deferred taxes: | |||||
Foreign | -1,133,000 | 736,000 | 0 | ||
Deferred tax liabilities: | |||||
Net operating loss carryforwards | 19,300,000 | ||||
Operating loss carryforwards, subject to expiration | 5,900,000 | ||||
Additional paid-in capital | |||||
Deferred tax liabilities: | |||||
Excess tax benefit on stock-based compensation | 313,000 | 410,000 | |||
WH Business Combination [Member] | |||||
Deferred taxes: | |||||
Provision for income taxes | 1,100,000 | ||||
Deferred tax liabilities | -1,322,000 | ||||
WH Business Combination [Member] | Internal Revenue Service (IRS) [Member] | |||||
Deferred taxes: | |||||
Deferred tax liabilities | $1,100,000 |
Net_Loss_Per_Common_Share_Net_1
Net Loss Per Common Share Net Loss Per Common Share Calculation (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net Loss attributable to NetSuite Inc. common stockholders | ($100,037) | ($70,409) | ($35,229) |
Weighted average number of shares used in computing net loss per share | 76,174,000 | 74,085,000 | 70,713,000 |
Net loss per common share, basic and diluted | ($1.31) | ($0.95) | ($0.50) |
Antidilutive Shares [Abstract] | |||
Antidilutive shares excluded from computation of loss per share | 4,845 | 5,216 | 7,527 |
Options to purchase shares of common stock [Member] | |||
Antidilutive Shares [Abstract] | |||
Antidilutive shares excluded from computation of loss per share | 2,102 | 2,196 | 3,595 |
Unvested RSUs, PSUs and restricted stock awards [Member] | |||
Antidilutive Shares [Abstract] | |||
Antidilutive shares excluded from computation of loss per share | 2,743 | 3,020 | 3,932 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 3 Months Ended | 35 Months Ended | 12 Months Ended | 41 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Sep. 30, 2014 | Feb. 27, 2014 | Mar. 31, 2015 | Mar. 01, 2013 | |
Related Party Transaction [Line Items] | ||||||||
repayment principal software license | $3,054,000 | $2,612,000 | $1,550,000 | |||||
Notes Payable | 11,756,000 | |||||||
Capitalized Internal Use Software | 4,000,000 | 3,200,000 | 4,100,000 | |||||
Purchase Oracle Data Center Server | -23,732,000 | -20,337,000 | -11,843,000 | |||||
Principal Owner [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payments to Oracle for Data Center Server | 19,000 | |||||||
Fair Value Nonmonetary Assets Provided by Company | 67,000 | 62,000 | ||||||
Fair Value Services Received Nonmonetary Transaction | 33,000 | 33,000 | 400,000 | |||||
Nonmonetary Transaction, Gross Operating Revenue Recognized | 24,000 | 112,000 | 15,000 | |||||
RightNow Technology | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payments to Suppliers | 918,000 | 937,000 | 596,000 | |||||
Subscription and Professional Service Revenue Related Party | 3,264,000 | 2,311,000 | 2,103,000 | |||||
Accounts Receivable, Related Parties, Current | 1,100,000 | |||||||
Related Party 1 [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from Customers | 124,000 | 123,000 | ||||||
Payments to Suppliers | 90,000 | 239,000 | ||||||
Subscription and Professional Service Revenue Related Party | 127,000 | 93,000 | 128,000 | |||||
Accounts Receivable, Related Parties, Current | 131,000 | |||||||
Oracle Related Party Note Amendment [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Support service fee | 4,300,000 | 2,400,000 | ||||||
Related Party Transaction, Rate | 2.12% | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||||||
Subsequent Event [Member] | Principal Owner [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related Party Transaction, Terms and Manner of Settlement | 40 | |||||||
Fair Value Nonmonetary Assets Provided by Company | $342,000 |
Schedule_II_Valuation_and_Qual2
Schedule II Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Allowance for doubtful accounts | $1,886 | $833 | |
Allowance for Doubtful Accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Allowance for doubtful accounts | 833 | 701 | 396 |
Charged to operations | 1,434 | 1,041 | 616 |
Charged to deferred revenues | 4,208 | 1,902 | 1,819 |
Write-offs | -4,589 | 2,811 | 2,130 |
Allowance for doubtful accounts | $1,886 | $833 | $701 |