DEI Information Document
DEI Information Document - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | NetSuite Inc. | |
Entity Central Index Key | 1,117,106 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | N | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 79,040,748 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 298,617 | $ 367,769 |
Short-term marketable securities | 87,004 | 82,622 |
Accounts receivable, net of allowances of $1,332 and $1,886 as of June 30, 2015 and December 31, 2014, respectively | 138,147 | 139,221 |
Deferred commissions | 54,452 | 53,377 |
Other current assets | 33,465 | 30,012 |
Total current assets | 611,685 | 673,001 |
Marketable securities, non-current | 0 | 9,143 |
Property and equipment, net | 74,651 | 58,539 |
Deferred commissions, non-current | 14,333 | 13,499 |
Goodwill | 277,332 | 123,049 |
Other intangible assets, net | 59,356 | 32,404 |
Other assets | 26,327 | 12,604 |
Total assets | 1,063,684 | 922,239 |
Accounts payable | 5,132 | 5,082 |
Deferred revenue | 331,511 | 300,884 |
Accrued compensation | 39,732 | 41,081 |
Accrued expenses | 35,762 | 30,975 |
Other current liabilities (including note payable to related party of $2,837 and $2,774 as of June 30, 2015 and December 31, 2014, respectively) | 19,456 | 14,751 |
Total current liabilities | 431,593 | 392,773 |
Long-term liabilities: | ||
Convertible 0.25% senior notes, net | 271,711 | 265,710 |
Deferred revenue, non-current | 16,201 | 13,622 |
Other long-term liabilities (including note payable to related party of $4,494 and $5,928 as of June 30, 2015 and December 31, 2014, respectively) | 28,398 | 15,900 |
Total long-term liabilities | 316,310 | 295,232 |
Total liabilities | $ 747,903 | 688,005 |
Commitments and contingencies (Note 4) | ||
Total equity: | ||
Common stock, par value $0.01, 500,000,000 shares authorized; 78,964,594 and 77,031,827 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | $ 790 | 770 |
Additional paid-in capital | 926,407 | 788,583 |
Accumulated other comprehensive loss | (7,209) | (5,912) |
Accumulated deficit | (604,207) | (549,207) |
Total equity | 315,781 | 234,234 |
Total liabilities and total equity | $ 1,063,684 | $ 922,239 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) Condensed Consolidated Balance Sheet (Unaudited) Parentheticals - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Balance Sheet Parenthetical [Abstract] | ||
Allowance for Doubtful Accounts Receivable, Current | $ 1,332 | $ 1,886 |
Liabilities, Current [Abstract] | ||
Notes Payable, Related Parties | 2,837 | 2,774 |
Notes Payable, Related Parties, Noncurrent | $ 4,494 | $ 5,928 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 78,964,594 | 77,031,827 |
Common Stock, Shares, Outstanding | 78,964,594 | 77,031,827 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue: | ||||
Subscription and support | $ 140,922 | $ 105,851 | $ 273,896 | $ 205,246 |
Professional services and other | 36,358 | 25,943 | 68,201 | 49,509 |
Total revenue | 177,280 | 131,794 | 342,097 | 254,755 |
Cost of revenue: | ||||
Subscription and support | 22,454 | 17,084 | 43,444 | 33,444 |
Professional services and other | 36,687 | 24,513 | 68,058 | 46,830 |
Total cost of revenue | 59,141 | 41,597 | 111,502 | 80,274 |
Gross profit | 118,139 | 90,197 | 230,595 | 174,481 |
Operating expenses: | ||||
Product development | 32,537 | 25,376 | 62,256 | 49,548 |
Sales and marketing | 95,803 | 69,726 | 179,057 | 133,406 |
General and administrative | 25,642 | 14,106 | 44,075 | 28,139 |
Total operating expenses | 153,982 | 109,208 | 285,388 | 211,093 |
Operating loss | (35,843) | (19,011) | (54,793) | (36,612) |
Other income / (expense), net: | ||||
Interest income | 113 | 36 | 216 | 55 |
Interest expense | (3,520) | (3,542) | (7,153) | (7,042) |
Other expense, net | (266) | (199) | (264) | (309) |
Total other income / (expense), net | (3,673) | (3,705) | (7,201) | (7,296) |
Loss before income taxes | (39,516) | (22,716) | (61,994) | (43,908) |
Provision for / (benefit from) income taxes | (7,229) | 448 | (6,994) | 1,489 |
Net loss | $ (32,287) | $ (23,164) | $ (55,000) | $ (45,397) |
Net loss per common share, basic and diluted | $ (0.41) | $ (0.31) | $ (0.71) | $ (0.60) |
Weighted average number of shares used in computing net loss per common share | 77,975 | 75,919 | 77,627 | 75,677 |
Comprehensive Loss | ||||
Foreign currency translation gains / (loss), net of taxes | $ 2,587 | $ 718 | $ (1,411) | $ (20) |
Marketable Securities, Unrealized Gain (Loss) | 0 | 0 | 16 | 0 |
Accumulated pension liability | 49 | 47 | 98 | 93 |
Comprehensive loss | $ (29,651) | $ (22,399) | $ (56,297) | $ (45,324) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (55,000) | $ (45,397) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 13,420 | 9,269 |
Amortization of other intangible assets | 6,817 | 4,050 |
Amortization of Financing Costs and Discounts | 6,641 | 6,332 |
Provision for accounts receivable allowances | 496 | 663 |
Stock-based compensation | 53,288 | 43,873 |
Amortization of deferred commissions | 46,164 | 34,699 |
Excess tax benefit on stock-based compensation | (223) | (369) |
Changes in operating assets and liabilities, net of acquired assets and assumed liabilities: | ||
Accounts receivable | 4,557 | (3,760) |
Deferred commissions | (48,072) | (38,060) |
Other current assets | 1,488 | 1,224 |
Other assets | (8,216) | (1,720) |
Accounts payable | 318 | (1,678) |
Accrued compensation | (3,682) | 2,681 |
Deferred revenue | 29,435 | 27,475 |
Other current liabilities | 4,251 | (1,176) |
Other long-term liabilities | 192 | (390) |
Net cash provided operating activities | 51,874 | 37,716 |
Cash flows from investing activities: | ||
Payments to Acquire Property, Plant, and Equipment | (23,239) | (10,326) |
Capitalized internal use software | (1,633) | (1,049) |
Cash paid in business combination, net of amounts received | (95,565) | 0 |
Purchases of marketable securities | (65,674) | 0 |
Maturities of marketable securities | 70,263 | 0 |
Sales of marketable securities | 104 | 0 |
Net cash used in investing activities | (115,744) | (11,375) |
Cash flows from financing activities: | ||
Payments under capital leases | (112) | (155) |
Payments under capital leases and long-term debt - related party | (1,371) | (1,713) |
Payments related to business combinations | (1,335) | (2,293) |
RSU acquired to settle employee withholding liability | (6,926) | (53) |
Excess tax benefit on stock-based compensation | 223 | 369 |
Proceeds from issuance of common stock | 4,512 | 4,668 |
Net cash provided by financing activities | (5,009) | 823 |
Effect of exchange rate changes on cash and cash equivalents | (273) | 450 |
Net change in cash and cash equivalents | (69,152) | 27,614 |
Cash and cash equivalents at beginning of period | 367,769 | 451,577 |
Cash and cash equivalents at end of period | 298,617 | 479,191 |
Supplemental cash flow disclosure: | ||
Cash paid for interest to related parties | 188 | 250 |
Cash paid for interest to other parties | 464 | 459 |
Cash paid for income taxes, net of tax refunds | 1,099 | 693 |
Noncash financing and investing activities: | ||
Common stock issued in connection with business combination | $ 85,881 | $ 0 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2015 | |
Organization [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 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, commerce marketing automation, Professional Services Automation (“PSA”) and Human Capital Management ("HCM") that enable 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. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation [Text Block] | Basis of Presentation The Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2015 included in this Quarterly Report on Form 10-Q have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The condensed consolidated balance sheet data as of December 31, 2014 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed on March 2, 2015. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this Quarterly Report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, for a Quarterly Report on Form 10-Q and are adequate to make the information presented not misleading. These Condensed Consolidated Financial Statements are meant to be, and should be, read in conjunction with the Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed on March 2, 2015. The unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q reflect all adjustments (which include only normal, recurring adjustments and those items discussed in these Notes) that are, in the opinion of management, necessary to state fairly the financial position and results for the dates and periods presented. The results for such periods are not necessarily indicative of the results to be expected for the full fiscal year. Recent Accounting Pronouncements In April 2015, the Financial Accounting Standard Board ("FASB") issued new accounting guidance Simplifying the Presentation of Debt Issuance Costs . The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The debt issuance costs guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The Company has elected not to early adopt. The adoption of the debt guidance is not expected to have a material impact on the Company's condensed consolidated financial statements. In April 2015, the FASB issued new accounting guidance Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. This guidance is intended to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement, primarily to determine whether the arrangement includes a sale or license of software. The new guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The Company has elected not to early adopt. The adoption of the guidance is not expected to have a material impact on the Company's condensed consolidated financial statements. In May 2014, the FASB issued new accounting guidance related to revenue recognition, Revenue from Contracts with Customers . 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. In July 2015, the FASB approved a one-year deferral of the effective date for the new revenue reporting standard for entities reporting under U.S. GAAP. In accordance with the deferral, this guidance will be effective for the Company beginning January 1, 2018 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. Early adoption is permitted beginning January 1, 2017. The Company is evaluating the impact of adopting this new accounting standard on its financial statements and has not selected a transition method. 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. 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. 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 on-demand application suite and support fees from customers purchasing support. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the on-demand application service at any time. Professional services and other revenue includes fees generated from training and consulting services such as business process mapping, configuration, data migration and integration. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. For the most part, subscription and support agreements are entered into for 12 to 36 months. In aggregate, more than 90% of the professional services component of the arrangements with customers is performed within 300 days of entering into a contract with the customer. The subscription agreements generally provide service level commitments of 99.5% uptime per period, excluding scheduled maintenance. The failure to meet this level of service availability may require the Company to credit qualifying customers up to the value of an entire month of their subscription and support fees. In light of the Company’s historical experience with meeting its service level commitments, the Company has not accrued any liabilities on its balance sheet for these commitments. 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 the Company's on-demand application suite and professional services associated with consultation services. The Company evaluates each element in a multiple-element arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within the Company’s control. Subscription and support have standalone value because they are routinely sold separately by the Company. Professional services have standalone value because the Company has sold professional services separately and there are several third-party vendors that routinely provide similar professional services to its customers on a standalone basis. 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. Concentration of Credit Risk and Significant Customers 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 receivable balances. The allowance is based upon historical loss patterns and an evaluation of the potential risk of loss associated with problem accounts. The Company generally charges off the receivable balances of uncollectible accounts when accounts are 120 days past-due based on the account’s contractual terms. Credit risk arising from accounts receivable is mitigated due to the large number of customers comprising the Company’s customer base and their dispersion across various industries. As of June 30, 2015 and December 31, 2014 , there were no customers that represented more than 10% of the net accounts receivable balance. There were no customers that individually exceeded 10% of the Company’s revenue in any of the periods presented. As of June 30, 2015 and December 31, 2014 , 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: Six Months Ended June 30, Three Months Ended June 30, 2015 2014 2015 2014 (dollars in thousands) United States $ 254,639 $ 192,064 $ 133,269 $ 100,401 International 87,458 62,691 44,011 31,393 Total revenue $ 342,097 $ 254,755 $ 177,280 $ 131,794 Percentage of revenue generated outside of the United States 26 % 25 % 25 % 24 % No single country outside the United States represented more than 10% of revenue during the six months ended June 30, 2015 or 2014 . 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. Intellectual Property Rights Indemnification The Company’s arrangements include provisions indemnifying customers against liabilities if the Company's products infringe a third-party’s intellectual property rights. The Company has not incurred any costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the accompanying condensed consolidated financial statements. Qualified Operating 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 government will reimburse the Company for certain operating expenses it incurs. In the period the Company incurs the reimbursable operating expense, it records a reduction in product development expense and a receivable from the Czech government. During the six and three months ended June 30, 2015 , the Company's product development operating expenses were reduced by $569,000 and $287,000 , respectively, for reimbursement of eligible operating expenses incurred during those respective time periods. During the six and three months ended June 30, 2014 , the Company's product development operating expenses were reduced by $864,000 and $257,000 , respectively, for reimbursement of eligible operating expenses incurred during each respective time period. During the six months ended June 30, 2015 , the Company received $498,000 from the Czech government. During the six and three months ended June 30, 2014 , the Company received $1.3 million and $673,000 , respectively, from the Czech government. As of June 30, 2015 , $651,000 in reimbursements, adjusted for foreign currency valuations, were due the Company and included in other current assets. Business Combination Bronto Software On June 8, 2015, the Company completed the purchase of all the outstanding equity of Bronto Software, Inc. (“Bronto"), a private company that provides a cloud-based marketing platform for its customers to drive revenue through their email, mobile and social campaigns. Bronto functionality will enhance the Company’s existing email marketing solution and its existing omnichannel commerce platform. Beginning in the second quarter of 2015, Bronto assets, liabilities and operating results are reflected in the Company’s condensed consolidated financial statements from the date of acquisition. The Company paid approximately $98.2 million in cash and issued 1,030,508 unregistered shares of the Company's common stock with a fair value of $85.9 million , inclusive of a discount from the quoted market price due to certain trading restrictions associated with the shares. Of the consideration paid, $39.6 million is being held in escrow for up to 18 months following the close of the transaction in the event of certain breaches of representations and warranties covered in the purchase agreement. Another $3.9 million is being held in escrow for up to two years as protection against tax contingencies and losses. Acquisition related transaction costs amounted to $4.7 million in the period ended June 30, 2015 and are reflected as general and administrative expense in the statement of operation. 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 and multiple period excess earnings method 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. Goodwill is not expected to be deductible for tax purposes. The Company did not record any in-process research and development intangible assets in connection with the acquisition. The following table summarizes the allocation of the consideration to the fair value of assets acquired and liabilities assumed at the acquisition date: (dollars in thousands) Cash $ 1,667 Accounts receivable 4,139 Fixed assets 4,009 Deferred tax assets 5,547 Developed technology 13,400 Customer relationships 13,100 Customer relationships - backlog 3,000 Trademarks 3,060 Goodwill 156,385 Deferred tax liabilities (13,792 ) Taxes payable (2,358 ) Other assets / liabilities, net (4,051 ) Fair value of assets acquired and liabilities assumed $ 184,106 The fair value of the 1,030,508 unregistered shares of common stock issued as part of the consideration paid for Bronto ( $85.9 million ) was determined on the basis of the closing market price of the Company’s common stock on the acquisition date less a discount for lack of marketability due to the 6-month restriction of resale as a result of SEC Rule 144 for issuance of unregistered shares to a non-affiliate as such term is defined therein. The fair value of the acquired identifiable intangible assets is provisional pending receipt of the final valuation for those assets. The Company will amortize certain intangible assets on a straight-line basis, except for customer relationship - backlog, which is amortized in proportion to the related revenue recognition, over the following periods: Fair Value Amount Useful Life (dollars in thousands) (in years) Developed technology $ 13,400 5 Customer relationships 13,100 7 Customer relationships - backlog 3,000 1.5 Trademarks 3,060 3 The initial accounting for Bronto accounts receivable, fixed assets, other customer related liabilities, vendor obligations 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 Bronto acquisition which could result in an adjustment to the acquisition price allocation. In accordance with the Bronto acquisition agreement, in the third quarter of 2015, the Company will grant $15.0 million in restricted stock units to certain former employees of Bronto that were hired by the Company, and will grant another $10.0 million in restricted stock units on the one year anniversary of the close date to certain employees of the Company that are working on the Bronto business. 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. Bronto revenue and losses included in the Company's condensed consolidated financial statements for six and three months ended June 30, 2015 were not material. The financial information in the table below summarizes the combined results of operations of the Company and Bronto, on a pro forma basis, as though the companies had been combined as of January 1, 2014. The pro forma financial information for Bronto is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2014 or of results that may occur in the future. The pro forma results include adjustments primarily related to amortization of developed technology, customer relationships and trademarks. The pro forma results also include a one-time adjustment to exclude $3.1 million in Bronto transaction costs. Supplemental information on a pro forma basis, as if Bronto had been acquired on January 1, 2014, is presented as follows: Six Months Ended June 30, Three Months Ended June 30, 2015 2014 2015 2014 (dollars in thousands) Pro forma total revenue $ 361,187 $ 271,818 $ 185,545 $ 140,724 Pro forma net loss $ (61,593 ) $ (50,701 ) $ (35,780 ) $ (25,631 ) Pro forma loss per share - basic and diluted $ (0.78 ) $ (0.66 ) $ (0.45 ) $ (0.33 ) 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. 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. As of June 30, 2015, the accounting for Venda accounts receivable, other customer related liabilities and employee related liabilities remains incomplete because the Company is in the process of determining the fair value of these assets and liabilities. In first quarter of 2015, the Company completed the valuation of intangible assets with definitive lives which resulted in $1.2 million being reallocated from goodwill to developed technology. Following this reallocation, the amount allocated to developed technology is $8.9 million . The Company is also undertaking an analysis of certain tax matters associated with the Venda acquisition which could result in an additional adjustment to the acquisition price allocation. Goodwill The following table details the Company's goodwill activity during the six months ended June 30, 2015 : (dollars in thousands) Balance as of January 1, 2015 $ 123,049 Venda tax and liability adjustment, net 141 Reallocation to Venda developed technology (1,200 ) Acquisition of Bronto 156,385 Foreign exchange adjustment (1,043 ) Balance as of June 30, 2015 $ 277,332 Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is comprised of foreign currency translation gains and losses, net of tax, marketable securities unrealized gains and losses and an accumulated pension liability for employees located in the Philippines. There were no significant reclassification adjustments out of accumulated other comprehensive loss to the condensed consolidated statement of operations and comprehensive loss. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Hedging Activity [Abstract] | |
Fair Value Disclosures [Text Block] | 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, non-current, 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 condensed 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: June 30, 2015 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: (in thousands) Money market funds $ 55,696 $ — $ — $ 55,696 Commercial paper 9,998 1 — 9,999 Marketable securities: Commercial paper 45,853 8 — 45,861 Corporate notes and obligations 15,710 — (10 ) 15,700 U.S. agency bonds 6,003 1 — 6,004 U.S. treasury securities 19,428 11 — 19,439 Total $ 152,688 $ 21 $ (10 ) $ 152,699 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 June 30, 2015 . The Company expects to receive the full principal and interest on all of these marketable securities. Fair Value (in thousands) Due within one year $ 152,699 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, available-for-sale United States Treasury securities and United States government agency 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 June 30, 2015 and December 31, 2014 : June 30, 2015 December 31, 2014 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 and cash equivalents Cash $ 232,922 $ — $ — $ 232,922 $ 206,947 $ — $ — $ 206,947 Money market funds 55,696 — — 55,696 152,673 — — 152,673 Commercial paper — 9,999 — 9,999 — 8,149 — 8,149 Marketable securities Commercial paper — 45,861 — 45,861 — $ 70,745 — 70,745 Corporate notes and obligations — 15,700 — 15,700 — 11,877 — 11,877 U.S. agency bonds — 6,004 — 6,004 — — — — U.S. treasury securities 19,439 — — 19,439 9,143 — — 9,143 Foreign exchange contracts — 77 — 77 — 1,231 — 1,231 Total $ 308,057 $ 77,641 $ — $ 385,698 $ 368,763 $ 92,002 $ — $ 460,765 Liabilities: Foreign exchange contracts $ — $ 403 $ — $ 403 $ — $ 1 $ — $ 1 Total $ — $ 403 $ — $ 403 $ — $ 1 $ — $ 1 Restricted Cash As of June 30, 2015 , restricted cash consisted of $33,000 classified as other current assets and $776,000 classified as long-term other assets. As of December 31, 2014 , restricted cash was $211,000 . Of the $211,000 restricted cash balance as of December 31, 2014 , $35,000 is classified as other current assets and $176,000 is classified as long-term other assets. These restricted cash accounts secure letters of credit applied against certain of the Company’s facility lease agreements. Balance Sheet Hedging - Hedging of Foreign Currency Assets and Liabilities During the six months ended June 30, 2015 , 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. Gains and losses from these forward contracts are recorded each period as a component of other income / (expense) in the condensed consolidated statements of operations. The notional amount of derivative instruments acquired during the period was $154.0 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 June 30, 2015 and December 31, 2014 , the Company had the following outstanding foreign exchange forward contracts: June 30, 2015 December 31, 2014 Notional Value Sold Notional Value Purchased Notional Value Sold Notional Value Purchased (US dollars in thousands) (US dollars in thousands) Australian dollar $ 13,274 $ 6,941 $ 16,004 $ 7,494 British pound 11,102 7,902 16,939 7,284 Philippines peso 8,580 8,580 7,540 5,020 Czech crown 6,520 6,170 6,510 4,710 Japan yen 3,775 — 3,355 — Canadian dollar 1,758 444 796 1,267 Euro 3,227 672 2,344 547 New Zealand dollar 678 172 258 — Mexican peso 152 — 268 110 Total $ 49,066 $ 30,881 $ 54,014 $ 26,432 The fair value of the derivative instruments reported on the Company’s Condensed Consolidated Balance Sheet were as follows: Asset Derivatives Liability Derivatives Balance Sheet Location June 30, 2015 December 31, 2014 Balance Sheet Location June 30, 2015 December 31, 2014 Derivatives and forward contracts Fair Value Fair Value Fair Value Fair Value (in thousands) (in thousands) Foreign exchange contracts Other current assets $ 77 $ 1,231 Other current liabilities $ 403 $ 1 Total $ 77 1,231 $ 403 $ 1 The effect of derivative instruments on the Company's Condensed Consolidated Statement of Operations and 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 Six Months Ended June 30, Three Months Ended June 30, Derivatives and forward contracts 2015 2014 2015 2014 (in thousands) Foreign exchange contracts Other income/ (expense), net $ 717 $ (653 ) $ (509 ) $ (322 ) Total $ 717 $ (653 ) $ (509 ) $ (322 ) 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 instrument, if the counterparty to the instruments failed completely to perform according to the terms of the contracts. Generally, the Company has the right of offset for gains earned and losses incurred under these agreements. The agreements with the counterparty do not require either party to provide collateral to mitigate the credit risk of the agreements. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies The Company is involved in various legal proceedings and receives claims from time to time, arising from the normal course of business activities. The Company has accrued for estimated losses in the accompanying condensed consolidated financial statements for matters with respect to which it believes the likelihood of an adverse outcome is probable and the amount of the loss is reasonably estimable. During the three months ended June 30, 2015 , the Company amended its headquarters lease in San Mateo, California to extend the term for existing office space and to expand the facilities to accommodate expected growth. The amended lease terms expires in May 2022. Over the amended lease term, the Company will make minimum lease payments totaling $27.0 million , net of any lessor lease incentives. In connection with acquisition of Bronto, the Company assumed lease agreements related to Bronto offices in North Carolina and the United Kingdom. The leases expire at various dates through 2023. Over the lease term, the Company will make minimum lease payments totaling $19.7 million . Also, during the three months ended June 30, 2015 , the Company renewed its Manila, Philippines, office lease for three years. The renewal term expires in April 2018. Over the lease term, the Company will make minimum lease payments totaling $4.5 million . Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of June 30, 2015 are as follows: Operating leases (dollars in thousands) Years ending: Remainder of 2015 $ 7,623 2016 20,393 2017 18,715 2018 17,565 2019 16,481 Thereafter 30,000 Future minimum lease payments $ 110,777 |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Stock-based Compensation [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Stock-based Compensation During the first quarter of 2015, the Company granted 91,929 performance shares (“PS”), with a fair value of $92.58 per share, to selected executives and other key employees. The PS vesting is contingent upon the Company meeting certain company-wide revenue performance goals (performance-based) in 2015 and 2017. The Company's Board of Directors ("BOD") set the performance metrics in the first quarter of 2015. These shares 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 are recognized over the vesting term. During the interim financial periods, management estimates the probable number of PS that will be granted until the achievement of the performance goals are known at December 31, 2015 and 2017, respectively. The Company also awarded an equal number of PS for 2016 and 2017 for which the performance metrics have not yet been set by the Company's Board of Directors. As such, there is no accounting for these awards until the period the performance metrics are set. |
Debt (Notes)
Debt (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | 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 ended 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 June 30, 2015 , 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 $4.0 million as of June 30, 2015 . The Notes consisted of the following as of June 30, 2015 : (in thousands) Equity component (1) $ 60,931 Liability component: Principal $ 310,000 Less: debt discount, net (38,289 ) Net carrying amount $ 271,711 Fair value - level 2 $ 322,338 (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 June 30, 2015 , the remaining life of the Notes is approximately 2.9 years .The following table sets forth total interest expense recognized related to the Notes: Six Months Ended June 30, Three Months Ended June 30, 2015 2014 2015 2014 (dollars in thousands) Contractual interest expense $ 388 $ 388 $ 194 $ 194 Amortization of debt issuance costs 640 612 322 307 Amortization of debt discount 6,001 5,721 3,025 2,883 Total $ 7,029 $ 6,721 $ 3,541 $ 3,384 Effective interest rate 5.4% |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes The Company has incurred annual operating losses since inception. As a result of those continuing losses, management has determined insufficient evidence exists to support that it is more likely than not that the Company will realize the benefits of its U.S. net deferred tax assets and therefore has recorded a valuation allowance to reduce the net carrying value of these deferred tax assets to zero. Accordingly, the Company has not recorded a provision for income taxes for any of the periods presented other than provisions for state and foreign income taxes. During the three months ended June 30, 2015, the Company recorded approximately $8.0 million of additional net deferred tax liabilities related to the Bronto 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 for the three months ended June 30, 2015 of approximately $8.0 million . As of June 30, 2015, the Company had net deferred tax liabilities in foreign jurisdictions of approximately $254,000 . Based on available evidence, both positive and negative, the Company believes that it is more likely than not that the benefits of the foreign deferred tax assets will be realized in full with the exception of the Japanese deferred tax assets and the deferred tax asset related to the Canadian Scientific Research and Developmental Development "SR&ED" that exceeds the current utilization. The Company does not anticipate a material change in the total amount or composition of its unrecognized tax benefits within 12 months of the reporting date. As of June 30, 2015, the Company has not provided for residual U.S. taxes on any of its income from foreign jurisdictions since it intends to indefinitely reinvest the net undistributed earnings of its foreign subsidiaries offshore. The Company files federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. Due to the carry forward of net operating losses, the Company's income tax returns generally remain subject to examination by federal and most state tax authorities. In most of the Company's significant foreign jurisdictions, 2008 through the current taxable year remain subject to examination by their respective tax authoriti |
Net Loss Per Common Share
Net Loss Per Common Share | 6 Months Ended |
Jun. 30, 2015 | |
Net Loss Per Common Share [Abstract] | |
Earnings Per Share [Text Block] | Net Loss Per Share of Common Stock 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 share of common stock: Six Months Ended June 30, Three Months Ended June 30, 2015 2014 2015 2014 (dollars and shares in thousands, except per share amounts) Numerator: Net loss $ (55,000 ) $ (45,397 ) $ (32,287 ) $ (23,164 ) Denominator: Weighted-average number of shares of common stock outstanding used in computing basic and diluted net loss per share of common stock 77,627 75,677 77,975 75,919 Net loss per share of common stock, basic and diluted $ (0.71 ) $ (0.60 ) $ (0.41 ) $ (0.31 ) 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: Six Months Ended June 30, Three Months Ended June 30, 2015 2014 2015 2014 (Shares in thousands) Options to purchase shares of common stock 2,237 2,027 2,306 2,186 Unvested RSUs, PSUs and PS awards 3,033 2,649 3,151 2,722 Total 5,270 4,676 5,457 4,908 The effect of the convertible 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 Note in cash upon conversion. During the six and three months ended June 30, 2015 , 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 | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 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. 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. During the first quarters of 2014 and 2015, the Company renewed the support service agreement for $4.3 million per annum 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 2.00% 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 June 30, 2015 are as follows: (dollars in thousands) Years ending: Remainder of 2015 $ 1,560 2016 3,119 2017 3,119 Future debt payments 7,798 Amount representing interest 467 Present value of future debt payments $ 7,331 The following table details payments to Oracle USA and Oracle Credit Corporation for support services and license fees related to the following periods: Six Months Ended June 30, Three Months Ended June 30, 2015 2014 2015 2014 (dollars in thousands) License fee $ 1,371 $ 1,713 $ 690 $ 659 Support 2,150 2,150 1,075 1,075 Interest 188 250 90 120 Total paid $ 3,709 $ 4,113 $ 1,855 $ 1,854 The Company has also entered into various other software license agreements with Oracle Corporation. During the three months ended June 30, 2015 and 2014, the Company received payments totaling $143,000 and $216,000 , respectively, from Oracle Corporation for services it performed. 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 June 30, 2015 , the Company's accounts receivable related to these customers totaled $588,000 . Below is a summary of transactions between the Company and related parties other than Mr. Ellison: Six Months Ended June 30, Three Months Ended June 30, 2015 2014 2015 2014 (dollars in thousands) Revenue earned from related party $ 1,455 $ 1,585 $ 671 $ 792 Fees NetSuite paid for services $ 122 $ 352 $ 91 $ 278 The Company's President and Chief Operating Officer, Jim McGeever, is a member of the Cornerstone on Demand board of directors. During the second quarter of 2015, the Company entered into a $185,000 consulting agreement for the Company to provide services to Cornerstone on Demand. The Company's President and Chief Operating Officer, Jim McGeever, is a member of the Twilio Inc. board of directors. During the second quarter of 2015, the Company entered into a $238,000 agreement for the Company to provide services to Twilio Inc. A member of the Company’s board of directors, Catherine Kinney, is a member of the MetLife board of directors. During the second quarter of 2015, the Company and MetLife renewed a $139,000 agreement for the Company to provide services to MetLife. A member of the Company’s board of directors, Kevin Thompson, is the President and Chief Executive Officer of SolarWinds. During the first quarter of 2015, the Company and SolarWinds renewed a $3.0 million multiple year agreement for the Company to provide services to SolarWinds. A member of the Company's board of directors, William Beane III, is the General Manager of the Oakland Athletics. During the first quarter of 2015, the Company entered into a $495,000 amendment to the agreement with the Oakland Athletics to purchase in-stadium sponsorship. A member of the Company's board of directors, Steven Gomo, is a member of the SanDisk board of directors. During the first quarter of 2015, the Company entered into a $209,000 agreement for the Company to provide services to SanDisk. Additional related party transactions entered into prior to December 31, 2014 are described in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed on March 2, 2015. |
Basis of Presentation Significa
Basis of Presentation Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Basis of Presentation [Abstract] | |
Marketable Securities, Available-for-sale Securities, Policy [Policy Text Block] | 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, non-current, 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 condensed 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. |
Principles of Consolidation [Policy Text Block] | 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. |
Use of Estimates [Policy Text Block] | 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. |
Revenue Recognition [Policy Text Block] | 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 on-demand application suite and support fees from customers purchasing support. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the on-demand application service at any time. Professional services and other revenue includes fees generated from training and consulting services such as business process mapping, configuration, data migration and integration. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. For the most part, subscription and support agreements are entered into for 12 to 36 months. In aggregate, more than 90% of the professional services component of the arrangements with customers is performed within 300 days of entering into a contract with the customer. The subscription agreements generally provide service level commitments of 99.5% uptime per period, excluding scheduled maintenance. The failure to meet this level of service availability may require the Company to credit qualifying customers up to the value of an entire month of their subscription and support fees. In light of the Company’s historical experience with meeting its service level commitments, the Company has not accrued any liabilities on its balance sheet for these commitments. 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 the Company's on-demand application suite and professional services associated with consultation services. The Company evaluates each element in a multiple-element arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within the Company’s control. Subscription and support have standalone value because they are routinely sold separately by the Company. Professional services have standalone value because the Company has sold professional services separately and there are several third-party vendors that routinely provide similar professional services to its customers on a standalone basis. 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. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Acquisition [Line Items] | |
Schedule of Goodwill [Table Text Block] | The following table details the Company's goodwill activity during the six months ended June 30, 2015 : (dollars in thousands) Balance as of January 1, 2015 $ 123,049 Venda tax and liability adjustment, net 141 Reallocation to Venda developed technology (1,200 ) Acquisition of Bronto 156,385 Foreign exchange adjustment (1,043 ) Balance as of June 30, 2015 $ 277,332 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the allocation of the consideration to the fair value of assets acquired and liabilities assumed at the acquisition date: (dollars in thousands) Cash $ 1,667 Accounts receivable 4,139 Fixed assets 4,009 Deferred tax assets 5,547 Developed technology 13,400 Customer relationships 13,100 Customer relationships - backlog 3,000 Trademarks 3,060 Goodwill 156,385 Deferred tax liabilities (13,792 ) Taxes payable (2,358 ) Other assets / liabilities, net (4,051 ) Fair value of assets acquired and liabilities assumed $ 184,106 |
Business Acquisition, Pro Forma Information [Table Text Block] | Supplemental information on a pro forma basis, as if Bronto had been acquired on January 1, 2014, is presented as follows: Six Months Ended June 30, Three Months Ended June 30, 2015 2014 2015 2014 (dollars in thousands) Pro forma total revenue $ 361,187 $ 271,818 $ 185,545 $ 140,724 Pro forma net loss $ (61,593 ) $ (50,701 ) $ (35,780 ) $ (25,631 ) Pro forma loss per share - basic and diluted $ (0.78 ) $ (0.66 ) $ (0.45 ) $ (0.33 ) |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The Company will amortize certain intangible assets on a straight-line basis, except for customer relationship - backlog, which is amortized in proportion to the related revenue recognition, over the following periods: Fair Value Amount Useful Life (dollars in thousands) (in years) Developed technology $ 13,400 5 Customer relationships 13,100 7 Customer relationships - backlog 3,000 1.5 Trademarks 3,060 3 |
Revenue by geographic region [Table Text Block] | Revenue by geographic region, based on the billing address of the customer, was as follows for the periods presented: Six Months Ended June 30, Three Months Ended June 30, 2015 2014 2015 2014 (dollars in thousands) United States $ 254,639 $ 192,064 $ 133,269 $ 100,401 International 87,458 62,691 44,011 31,393 Total revenue $ 342,097 $ 254,755 $ 177,280 $ 131,794 Percentage of revenue generated outside of the United States 26 % 25 % 25 % 24 % No single country outside the United States represented more than 10% of revenue during the six months ended June 30, 2015 or 2014 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Hedging Activity [Abstract] | |
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 June 30, 2015 and December 31, 2014 : June 30, 2015 December 31, 2014 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 and cash equivalents Cash $ 232,922 $ — $ — $ 232,922 $ 206,947 $ — $ — $ 206,947 Money market funds 55,696 — — 55,696 152,673 — — 152,673 Commercial paper — 9,999 — 9,999 — 8,149 — 8,149 Marketable securities Commercial paper — 45,861 — 45,861 — $ 70,745 — 70,745 Corporate notes and obligations — 15,700 — 15,700 — 11,877 — 11,877 U.S. agency bonds — 6,004 — 6,004 — — — — U.S. treasury securities 19,439 — — 19,439 9,143 — — 9,143 Foreign exchange contracts — 77 — 77 — 1,231 — 1,231 Total $ 308,057 $ 77,641 $ — $ 385,698 $ 368,763 $ 92,002 $ — $ 460,765 Liabilities: Foreign exchange contracts $ — $ 403 $ — $ 403 $ — $ 1 $ — $ 1 Total $ — $ 403 $ — $ 403 $ — $ 1 $ — $ 1 |
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] | As of June 30, 2015 and December 31, 2014 , the Company had the following outstanding foreign exchange forward contracts: June 30, 2015 December 31, 2014 Notional Value Sold Notional Value Purchased Notional Value Sold Notional Value Purchased (US dollars in thousands) (US dollars in thousands) Australian dollar $ 13,274 $ 6,941 $ 16,004 $ 7,494 British pound 11,102 7,902 16,939 7,284 Philippines peso 8,580 8,580 7,540 5,020 Czech crown 6,520 6,170 6,510 4,710 Japan yen 3,775 — 3,355 — Canadian dollar 1,758 444 796 1,267 Euro 3,227 672 2,344 547 New Zealand dollar 678 172 258 — Mexican peso 152 — 268 110 Total $ 49,066 $ 30,881 $ 54,014 $ 26,432 |
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 Condensed Consolidated Balance Sheet were as follows: Asset Derivatives Liability Derivatives Balance Sheet Location June 30, 2015 December 31, 2014 Balance Sheet Location June 30, 2015 December 31, 2014 Derivatives and forward contracts Fair Value Fair Value Fair Value Fair Value (in thousands) (in thousands) Foreign exchange contracts Other current assets $ 77 $ 1,231 Other current liabilities $ 403 $ 1 Total $ 77 1,231 $ 403 $ 1 |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block] | The effect of derivative instruments on the Company's Condensed Consolidated Statement of Operations and 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 Six Months Ended June 30, Three Months Ended June 30, Derivatives and forward contracts 2015 2014 2015 2014 (in thousands) Foreign exchange contracts Other income/ (expense), net $ 717 $ (653 ) $ (509 ) $ (322 ) Total $ 717 $ (653 ) $ (509 ) $ (322 ) |
Financial Instruments Marketabl
Financial Instruments Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | |
Schedule of Available-for-sale Securities Reconciliation [Table Text Block] | Marketable securities consist of the following investments: June 30, 2015 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: (in thousands) Money market funds $ 55,696 $ — $ — $ 55,696 Commercial paper 9,998 1 — 9,999 Marketable securities: Commercial paper 45,853 8 — 45,861 Corporate notes and obligations 15,710 — (10 ) 15,700 U.S. agency bonds 6,003 1 — 6,004 U.S. treasury securities 19,428 11 — 19,439 Total $ 152,688 $ 21 $ (10 ) $ 152,699 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] | Fair Value (in thousands) Due within one year $ 152,699 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
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) as of June 30, 2015 are as follows: Operating leases (dollars in thousands) Years ending: Remainder of 2015 $ 7,623 2016 20,393 2017 18,715 2018 17,565 2019 16,481 Thereafter 30,000 Future minimum lease payments $ 110,777 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | The following table sets forth total interest expense recognized related to the Notes: Six Months Ended June 30, Three Months Ended June 30, 2015 2014 2015 2014 (dollars in thousands) Contractual interest expense $ 388 $ 388 $ 194 $ 194 Amortization of debt issuance costs 640 612 322 307 Amortization of debt discount 6,001 5,721 3,025 2,883 Total $ 7,029 $ 6,721 $ 3,541 $ 3,384 Effective interest rate 5.4% |
Schedule of Debt [Table Text Block] | The Notes consisted of the following as of June 30, 2015 : (in thousands) Equity component (1) $ 60,931 Liability component: Principal $ 310,000 Less: debt discount, net (38,289 ) Net carrying amount $ 271,711 Fair value - level 2 $ 322,338 Future debt payments under notes payable as of June 30, 2015 are as follows: (dollars in thousands) Years ending: Remainder of 2015 $ 1,560 2016 3,119 2017 3,119 Future debt payments 7,798 Amount representing interest 467 Present value of future debt payments $ 7,331 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Net Loss Per Common Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table presents the calculation of the numerator and denominator used in the basic and diluted net loss per share of common stock: Six Months Ended June 30, Three Months Ended June 30, 2015 2014 2015 2014 (dollars and shares in thousands, except per share amounts) Numerator: Net loss $ (55,000 ) $ (45,397 ) $ (32,287 ) $ (23,164 ) Denominator: Weighted-average number of shares of common stock outstanding used in computing basic and diluted net loss per share of common stock 77,627 75,677 77,975 75,919 Net loss per share of common stock, basic and diluted $ (0.71 ) $ (0.60 ) $ (0.41 ) $ (0.31 ) 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. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 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: Six Months Ended June 30, Three Months Ended June 30, 2015 2014 2015 2014 (Shares in thousands) Options to purchase shares of common stock 2,237 2,027 2,306 2,186 Unvested RSUs, PSUs and PS awards 3,033 2,649 3,151 2,722 Total 5,270 4,676 5,457 4,908 The effect of the convertible 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 Note in cash upon conversion. During the six and three months ended June 30, 2015 , 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) | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions [Table Text Block] | Six Months Ended June 30, Three Months Ended June 30, 2015 2014 2015 2014 (dollars in thousands) License fee $ 1,371 $ 1,713 $ 690 $ 659 Support 2,150 2,150 1,075 1,075 Interest 188 250 90 120 Total paid $ 3,709 $ 4,113 $ 1,855 $ 1,854 Below is a summary of transactions between the Company and related parties other than Mr. Ellison: Six Months Ended June 30, Three Months Ended June 30, 2015 2014 2015 2014 (dollars in thousands) Revenue earned from related party $ 1,455 $ 1,585 $ 671 $ 792 Fees NetSuite paid for services $ 122 $ 352 $ 91 $ 278 |
Schedule of Debt [Table Text Block] | The Notes consisted of the following as of June 30, 2015 : (in thousands) Equity component (1) $ 60,931 Liability component: Principal $ 310,000 Less: debt discount, net (38,289 ) Net carrying amount $ 271,711 Fair value - level 2 $ 322,338 Future debt payments under notes payable as of June 30, 2015 are as follows: (dollars in thousands) Years ending: Remainder of 2015 $ 1,560 2016 3,119 2017 3,119 Future debt payments 7,798 Amount representing interest 467 Present value of future debt payments $ 7,331 |
Basis of Presentation Revenue b
Basis of Presentation Revenue by Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue by Region [Line Items] | ||||
Revenues | $ 177,280 | $ 131,794 | $ 342,097 | $ 254,755 |
International Revenue as a Percentage of Total Revenue | 25.00% | 24.00% | 26.00% | 25.00% |
United States | ||||
Revenue by Region [Line Items] | ||||
Revenues | $ 133,269 | $ 100,401 | $ 254,639 | $ 192,064 |
International | ||||
Revenue by Region [Line Items] | ||||
Revenues | $ 44,011 | $ 31,393 | $ 87,458 | $ 62,691 |
Basis of Presentation Qualified
Basis of Presentation Qualified Operating Expense Reimbursements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Basis of Presentation [Abstract] | ||||
Government subsidy - expense reimbursement | $ 287,000 | $ 257,000 | $ 569,000 | $ 864,000 |
Czech Republic ICT program receivable | $ 651,000 | 651,000 | ||
Payments received from Czech Republic government | $ 673,000 | $ 498,000 | $ 1,300,000 |
Basis of Presentation Business
Basis of Presentation Business Combination (Details) - USD ($) | Jun. 08, 2015 | Jul. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Business Acquisition, Contingent Consideration [Line Items] | |||||
Goodwill | $ 277,332,000 | $ 277,332,000 | $ 123,049,000 | ||
Goodwill, Translation Adjustments | (1,043,000) | ||||
Bronto Business Combination [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Cash | $ 1,667,000 | ||||
Accounts Receivable | 4,139,000 | ||||
Deferred tax assets | 5,547,000 | ||||
Goodwill | 156,385,000 | ||||
Deferred tax liabilities, net | (13,792,000) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Taxes payable | (2,358,000) | ||||
Other assets / liabilities | (4,051,000) | ||||
Total purchase price | 184,106,000 | ||||
Cash payment to former owners | $ 98,200,000 | ||||
Unregistered company shares issued as consideration | 1,030,508 | ||||
Unregistered Company shares issued as consideration fair value | $ 85,900,000 | ||||
Consideration held in escrow | 39,600,000 | ||||
Business combination consideration withheld for tax matters | 3,900,000 | ||||
Business transaction costs | $ 4,700,000 | ||||
Venda Business Combination [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Cash payment to former owners | $ 25,700,000 | ||||
Unregistered company shares issued as consideration | 304,364 | ||||
Unregistered Company shares issued as consideration fair value | $ 22,800,000 | ||||
Consideration held in escrow | $ 10,100,000 | ||||
Business combination adjustments | 141,000 | ||||
Goodwill, Transfers | $ (1,200,000) | ||||
Developed Technology Rights [Member] | Bronto Business Combination [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Intangible assets | 13,400,000 | ||||
Customer Relationships [Member] | Bronto Business Combination [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Intangible assets | 13,100,000 | ||||
Customer Relationships, Backlog [Member] | Bronto Business Combination [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Intangible assets | 3,000,000 | ||||
Trademarks [Member] | Bronto Business Combination [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Intangible assets | 3,060,000 | ||||
Property, Plant and Equipment [Member] | Bronto Business Combination [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Fixed assets | $ 4,009,000 | ||||
Restricted Stock Units (RSUs) [Member] | Bronto Business Combination [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Award vesting period | 4 years | ||||
Restricted Stock Units (RSUs) [Member] | Third Quarter of 2015 [Member] | Bronto Business Combination [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Stock granted | $ 15,000,000 | ||||
Restricted Stock Units (RSUs) [Member] | One Year from Acquisition Date [Member] | Bronto Business Combination [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Stock granted | $ 10,000,000 |
Basis of Presentation Intangibl
Basis of Presentation Intangible Assets with Definitive Lives (Details) - Jun. 08, 2015 - Bronto Business Combination [Member] - USD ($) $ in Thousands | Total |
Developed Technology Rights [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 13,400 |
Intangible asset, useful life | 5 years |
Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 13,100 |
Intangible asset, useful life | 7 years |
Customer Relationships, Backlog [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 3,000 |
Intangible asset, useful life | 1 year 6 months |
Trademarks [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 3,060 |
Intangible asset, useful life | 3 years |
Basis of Presentation Pro Forma
Basis of Presentation Pro Forma Data (Details) - Bronto Business Combination [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Business Acquisition, Pro Forma Information [Abstract] | ||||
Pro forma total revenue | $ 185,545 | $ 140,724 | $ 361,187 | $ 271,818 |
Pro forma net loss | $ (35,780) | $ (25,631) | $ (61,593) | $ (50,701) |
Pro forma loss per share - basic and diluted | $ (0.45) | $ (0.33) | $ (0.78) | $ (0.66) |
Acquisition-related Costs [Member] | ||||
Business Acquisition [Line Items] | ||||
Transaction Costs | $ 3,100 | $ 3,100 |
Basis of Presentation Goodwill
Basis of Presentation Goodwill Rollforward (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Balance as of January 1, 2015 | $ 123,049 |
Foreign exchange adjustment | (1,043) |
Balance as of June 30, 2015 | 277,332 |
Venda Business Combination [Member] | |
Goodwill [Roll Forward] | |
Venda tax and liability adjustment, net | 141 |
Reallocation to Venda developed technology | (1,200) |
Bronto Business Combination [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Acquired During Period | $ 156,385 |
Financial Instruments Marketa29
Financial Instruments Marketable Securities Available for Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Due within one year | $ 152,699 | |
Commercial Paper - Marketable Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 45,853 | $ 70,737 |
Unrealized gains | 8 | 8 |
Unrealized losses | 0 | 0 |
Fair Value | 45,861 | 70,745 |
Corporate notes and obligations | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 15,710 | 11,886 |
Unrealized gains | 0 | 0 |
Unrealized losses | (10) | (9) |
Fair Value | 15,700 | 11,877 |
U.S. agency bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 6,003 | |
Unrealized gains | 1 | |
Unrealized losses | 0 | |
Fair Value | 6,004 | |
U.S. treasury securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 19,428 | 9,147 |
Unrealized gains | 11 | 0 |
Unrealized losses | 0 | (4) |
Fair Value | 19,439 | 9,143 |
Major Types of Debt Securities [Domain] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 152,688 | 252,592 |
Unrealized gains | 21 | 8 |
Unrealized losses | (10) | (13) |
Fair Value | 152,699 | 252,587 |
Commercial paper - cash equivalents | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 9,998 | 8,149 |
Unrealized gains | 1 | 0 |
Unrealized losses | 0 | 0 |
Fair Value | 9,999 | 8,149 |
Money market funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 55,696 | 152,673 |
Unrealized gains | 0 | 0 |
Unrealized losses | 0 | 0 |
Fair Value | $ 55,696 | $ 152,673 |
Financial Instruments Fair valu
Financial Instruments Fair value measures (Details) - Derivative, Name [Domain] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign exchange contract, other current assets | $ 77 | $ 1,231 |
Assets, Fair Value Disclosure | 385,698 | 460,765 |
Foreign exchange contracts, other liabilities | 403 | 1 |
Liabilities, Fair Value Disclosure | 403 | 1 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign exchange contract, other current assets | 0 | 0 |
Assets, Fair Value Disclosure | 308,057 | 368,763 |
Foreign exchange contracts, other liabilities | 0 | 0 |
Liabilities, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign exchange contract, other current assets | 77 | 1,231 |
Assets, Fair Value Disclosure | 77,641 | 92,002 |
Foreign exchange contracts, other liabilities | 403 | 1 |
Liabilities, Fair Value Disclosure | 403 | 1 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign exchange contract, other current assets | 0 | 0 |
Assets, Fair Value Disclosure | 0 | 0 |
Foreign exchange contracts, other liabilities | 0 | 0 |
Liabilities, Fair Value Disclosure | 0 | 0 |
Convertible Debt [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 322,338 | |
Cash [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 232,922 | 206,947 |
Cash [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 232,922 | 206,947 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 55,696 | 152,673 |
Money market funds | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 55,696 | 152,673 |
Commercial paper - cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 9,999 | 8,149 |
Commercial paper - cash equivalents | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Commercial paper - cash equivalents | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 9,999 | 8,149 |
Commercial paper - cash equivalents | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Commercial Paper - Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 45,861 | 70,745 |
Commercial Paper - Marketable Securities | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Commercial Paper - Marketable Securities | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 45,861 | 70,745 |
Commercial Paper - Marketable Securities | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Corporate notes and obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 15,700 | 11,877 |
Corporate notes and obligations | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Corporate notes and obligations | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 15,700 | 11,877 |
Corporate notes and obligations | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
U.S. agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 6,004 | 0 |
U.S. agency bonds | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
U.S. agency bonds | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 6,004 | 0 |
U.S. agency bonds | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 19,439 | 9,143 |
U.S. treasury securities | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 19,439 | 9,143 |
U.S. treasury securities | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
U.S. treasury securities | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | $ 0 | $ 0 |
Financial Instruments Restricte
Financial Instruments Restricted Cash (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Restricted cash [Line Items] | |||
Restricted cash current | $ 33,000 | $ 35,000 | |
Restricted cash long-term | $ 776,000 | $ 176,000 | |
Restricted Cash and Cash Equivalents | $ 211,000 |
Financial Instruments (Details)
Financial Instruments (Details) - Fair Value, Measurements, Fair Value Hierarchy [Domain] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Derivative [Line Items] | |||||
Notional amount of derivative activity | $ 154,000 | $ 154,000 | |||
Foreign exchange contract, other current assets | 77 | 77 | $ 1,231 | ||
Foreign exchange contracts, other liabilities | 403 | 403 | 1 | ||
Foreign exchange contracts - other income/(expense), net | (509) | $ (322) | 717 | $ (653) | |
Other current assets [Member] | Total [Member] | |||||
Derivative [Line Items] | |||||
Total foreign exchange contracts - other current assets | 77 | 77 | 1,231 | ||
Other current liabilities [Member] | Total [Member] | |||||
Derivative [Line Items] | |||||
Total foreign exchange contracts - other current liabilities | 403 | 403 | 1 | ||
Foreign Exchange Future [Member] | Total [Member] | |||||
Derivative [Line Items] | |||||
Foreign exchange contracts - other income/(expense), net | $ (509) | $ (322) | 717 | $ (653) | |
Sales [Member] | Foreign Exchange Contract [Member] | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 49,066 | 54,014 | |||
Sales [Member] | Foreign Exchange Contract [Member] | Australian dollar | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 13,274 | 16,004 | |||
Sales [Member] | Foreign Exchange Contract [Member] | British pound | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 11,102 | 16,939 | |||
Sales [Member] | Foreign Exchange Contract [Member] | Philippines, Pesos | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 8,580 | 7,540 | |||
Sales [Member] | Foreign Exchange Contract [Member] | Czech crown | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 6,520 | 6,510 | |||
Sales [Member] | Foreign Exchange Contract [Member] | Japan yen | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 3,775 | 3,355 | |||
Sales [Member] | Foreign Exchange Contract [Member] | Canada dollar | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 1,758 | 796 | |||
Sales [Member] | Foreign Exchange Contract [Member] | Euro | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 3,227 | 2,344 | |||
Sales [Member] | Foreign Exchange Contract [Member] | New Zealand, Dollars | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 678 | 258 | |||
Sales [Member] | Foreign Exchange Contract [Member] | Mexico pesos | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 152 | 268 | |||
Purchase [Member] | Foreign Exchange Contract [Member] | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 30,881 | 26,432 | |||
Purchase [Member] | Foreign Exchange Contract [Member] | Australian dollar | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 6,941 | 7,494 | |||
Purchase [Member] | Foreign Exchange Contract [Member] | British pound | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 7,902 | 7,284 | |||
Purchase [Member] | Foreign Exchange Contract [Member] | Philippines, Pesos | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 8,580 | 5,020 | |||
Purchase [Member] | Foreign Exchange Contract [Member] | Czech crown | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 6,170 | 4,710 | |||
Purchase [Member] | Foreign Exchange Contract [Member] | Japan yen | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 0 | 0 | |||
Purchase [Member] | Foreign Exchange Contract [Member] | Canada dollar | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 444 | 1,267 | |||
Purchase [Member] | Foreign Exchange Contract [Member] | Euro | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 672 | 547 | |||
Purchase [Member] | Foreign Exchange Contract [Member] | New Zealand, Dollars | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | 172 | 0 | |||
Purchase [Member] | Foreign Exchange Contract [Member] | Mexico pesos | |||||
Derivative [Line Items] | |||||
Notional amount of derivative activity | $ 0 | $ 110 |
Commitments and Contingencies33
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 08, 2015 |
Operating Leased Assets [Line Items] | ||
Remainder of 2014 | $ 7,623 | |
2,015 | 20,393 | |
2,016 | 18,715 | |
2,017 | 17,565 | |
2,018 | 16,481 | |
Thereafter | 30,000 | |
Future minimum lease payments | 110,777 | |
2955 Campus Drive, San Mateo, CA Headquarters [Member] | ||
Operating Leased Assets [Line Items] | ||
Future minimum lease payments | 27,000 | |
Bronto Business Combination [Member] | ||
Operating Leased Assets [Line Items] | ||
Future minimum lease payments | $ 19,700 | |
Manila, Philippines Office [Member] | ||
Operating Leased Assets [Line Items] | ||
Future minimum lease payments | $ 4,500 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - 3 months ended Mar. 31, 2015 - $ / shares | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
performance share fair value | $ 92.58 |
2014 Performance Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
2014 performance shares | 91,929 |
Debt (Details)
Debt (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 01, 2013 | May. 29, 2013 | |
Debt Instrument [Line Items] | |||||||
Notes remaining useful life | 2 years 11 months | ||||||
Effective interest rate | 5.40% | 5.40% | |||||
Convertible Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible .025% senior notes par value | $ 310,000,000 | $ 310,000,000 | |||||
Coupon interest rate | 0.25% | ||||||
Convertible shares per note | 8.6133 | ||||||
Principal amount of convertible notes | $ 1,000 | ||||||
Conversion price per share | $ 116.10 | ||||||
Debt Instrument, Convertible, Conversion Price | 35.00% | ||||||
Common stock price per share on May 29, 2013 | $ 86 | ||||||
Debt Issuance Cost | $ 8,400,000 | 4,000,000 | |||||
Convertible notes equity component | 60,931,000 | 60,931,000 | |||||
Convertible debt issuance cost at note issuance date | $ 6,700,000 | ||||||
Debt discount | (38,289,000) | (38,289,000) | |||||
Convertible debt | (271,711,000) | (271,711,000) | |||||
Contractual interest expense | 194,000 | $ 194,000 | 388,000 | $ 388,000 | |||
Amortization of debt issuance costs | 322,000 | 307,000 | 640,000 | 612,000 | |||
Amortization of debt discount | 3,025,000 | 2,883,000 | 6,001,000 | 5,721,000 | |||
Interest Expense, Debt | 3,541,000 | $ 3,384,000 | 7,029,000 | $ 6,721,000 | |||
Fair Value, Inputs, Level 2 [Member] | Convertible Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Fair value - level 2 | 322,338,000 | 322,338,000 | |||||
Additional Paid-in Capital [Member] | Convertible Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible notes equity component | $ 1,700,000 | $ 1,700,000 |
Income Taxes (Details)
Income Taxes (Details) - Jun. 30, 2015 - USD ($) | Total |
Deferred Tax Liabilities, Gross | $ 8,000,000 |
Provision for / (benefit from) income taxes | 8,000,000 |
Foreign Country [Member] | |
Net deferred tax assets | $ 254,000 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings per share, basic and diluted, [Line Items] | ||||
Net loss | $ (32,287) | $ (23,164) | $ (55,000) | $ (45,397) |
Weighted average number of shares used in computing net loss per common share | 77,975 | 75,919 | 77,627 | 75,677 |
Net loss per common share, basic and diluted | $ (0.41) | $ (0.31) | $ (0.71) | $ (0.60) |
Antidilutive shares:[Abstract] | ||||
Antidilutive securities excluded from computation of loss per share | 5,457 | 4,908 | 5,270 | 4,676 |
Stock Options [Member] | ||||
Antidilutive shares:[Abstract] | ||||
Antidilutive securities excluded from computation of loss per share | 2,306 | 2,186 | 2,237 | 2,027 |
Restricted Stock [Member] | ||||
Antidilutive shares:[Abstract] | ||||
Antidilutive securities excluded from computation of loss per share | 3,151 | 2,722 | 3,033 | 2,649 |
Related Party Transactions Rela
Related Party Transactions Related Party Debt Table (Details) - Long-term Debt, Type [Domain] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Feb. 27, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 01, 2013 | |
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 5.40% | 5.40% | ||||||
Principal Owner [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Oracle license fee due on amendment date | $ 13,100 | |||||||
Oracle support contract | $ 2,400 | |||||||
Annual support contract cost | $ 4,300 | |||||||
Oracle note annual interest rate | 2.00% | |||||||
Effective interest rate | 4.50% | |||||||
Oracle license asset addition to property and equipment | $ 12,400 | |||||||
2,015 | $ 1,560 | $ 1,560 | ||||||
2,016 | 3,119 | 3,119 | ||||||
2,017 | 3,119 | 3,119 | ||||||
Future debt payments | 7,798 | 7,798 | ||||||
Amount representing interest | 467 | 467 | ||||||
Present value of future debt payments | 7,331 | 7,331 | ||||||
License fee | 690 | $ 659 | 1,371 | $ 1,713 | ||||
Support sevices | 1,075 | 1,075 | 2,150 | 2,150 | ||||
Interest paid to Oracle | 90 | 120 | 188 | 250 | ||||
Total paid | $ 1,855 | $ 1,854 | $ 3,709 | $ 4,113 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 01, 2013 | |
Principal Owner [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Oracle license fee due on amendment date | $ 13,100,000 | |||||
Interest paid to Oracle | $ 90,000 | $ 120,000 | $ 188,000 | $ 250,000 | ||
Fees paid to suppliers | 1,855,000 | 1,854,000 | 3,709,000 | 4,113,000 | ||
Related Party Company Other Than Oracle [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts Receivable, Related Parties, Current | 588,000 | 588,000 | ||||
Revenue from Related Parties | 671,000 | 792,000 | 1,455,000 | 1,585,000 | ||
Fees paid to suppliers | 91,000 | 278,000 | $ 122,000 | $ 352,000 | ||
RightNow Technology (Oracle) [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payments received from customers for services performed | 143,000 | $ 216,000 | ||||
Services Agreement [Member] | Cornerstone on Demand [Member] | Affiliated Entity [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Agreement, Amount Of Agreement | 185,000 | |||||
Services Agreement [Member] | Twilio [Member] | Affiliated Entity [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Agreement, Amount Of Agreement | 238,000 | |||||
Services Agreement [Member] | Metlife [Member] | Affiliated Entity [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Agreement, Amount Of Agreement | $ 139,000 | |||||
Services Agreement [Member] | SolarWinds [Member] | Affiliated Entity [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Agreement, Amount Of Agreement | $ 3,000,000 | |||||
Services Agreement [Member] | SanDisk [Member] | Affiliated Entity [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Agreement, Amount Of Agreement | 209,000 | |||||
Amendment To In-Stadium Sponsorship [Member] | Oakland Athletics [Member] | Affiliated Entity [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Agreement, Amount Of Agreement | $ 495,000 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Monexa [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Business Combination, Consideration Transferred | $ 35 |