Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 18, 2016 | Jun. 30, 2015 | |
Entity Information [Line Items] | |||
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-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | N | ||
Amendment Flag | false | ||
Common stock, shares outstanding | 79,983,660 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 3.5 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 289,966 | $ 367,769 |
Short-term marketable securities | 74,748 | 82,622 |
Accounts receivable, net of allowances of $1,988 and $1,886 as of December 31, 2015 and December 31, 2014, respectively | 176,720 | 139,221 |
Deferred commissions | 69,579 | 53,377 |
Other current assets | 44,087 | 30,012 |
Total current assets | 655,100 | 673,001 |
Marketable securities, non-current | 13,875 | 9,143 |
Property and equipment, net | 89,643 | 58,539 |
Deferred commissions, non-current | 15,287 | 13,499 |
Goodwill | 291,956 | 123,049 |
Other intangible assets, net | 60,980 | 32,404 |
Other assets | 14,135 | 12,604 |
Total assets | 1,140,976 | 922,239 |
Current liabilities: | ||
Accounts payable | 3,545 | 5,082 |
Deferred revenue | 404,986 | 300,884 |
Accrued compensation | 55,586 | 41,081 |
Accrued expenses | 37,901 | 30,975 |
Other current liabilities (including note payable to related party of $2,901 and $2,774 as of December 31, 2015 and December 31, 2014, respectively) | 17,032 | 14,751 |
Total current liabilities | 519,050 | 392,773 |
Long-term liabilities: | ||
Convertible 0.25% senior notes, net | 277,955 | 265,710 |
Deferred revenue, non-current | 22,743 | 13,622 |
Other long-term liabilities (including note payable to related party of $3,027 and $5,928 as of December 31, 2015 and December 31, 2014, respectively) | 15,027 | 15,900 |
Total long-term liabilities | 315,725 | 295,232 |
Total liabilities | $ 834,775 | $ 688,005 |
Commitments and contingencies (Notes 11 and 12) | ||
Total equity: | ||
Common stock, par value $0.01, 500,000,000 shares authorized; 79,802,618 and 77,031,827 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively | $ 798 | $ 770 |
Additional paid-in capital | 992,362 | 788,583 |
Accumulated other comprehensive loss | (13,009) | (5,912) |
Accumulated deficit | (673,950) | (549,207) |
Total equity | 306,201 | 234,234 |
Total liabilities and total equity | $ 1,140,976 | $ 922,239 |
Consolidated Balance Sheets Bal
Consolidated Balance Sheets Balance Sheet Parenthetical - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts | $ 1,988 | $ 1,886 |
Notes payable to related party, short-term | 2,901 | 2,774 |
Notes payable to related party, long-term | $ 3,027 | $ 5,928 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 79,802,618 | 77,031,827 |
Common stock, shares, outstanding | 79,802,618 | 77,031,827 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Subscription and support | $ 593,093 | $ 447,782 | $ 333,556 |
Professional services and other | 148,056 | 108,502 | 80,952 |
Total revenue | 741,149 | 556,284 | 414,508 |
Cost of revenue: | |||
Subscription and support | 97,021 | 72,007 | 55,269 |
Professional services and other | 148,407 | 104,803 | 79,925 |
Total cost of revenue | 245,428 | 176,810 | 135,194 |
Gross profit | 495,721 | 379,474 | 279,314 |
Operating expenses: | |||
Product development | 135,544 | 106,706 | 78,312 |
Sales and marketing | 388,741 | 290,961 | 210,079 |
General and administrative | 87,101 | 65,138 | 51,693 |
Total operating expenses | 611,386 | 462,805 | 340,084 |
Operating loss | (115,665) | (83,331) | (60,770) |
Other income / (expense), net: | |||
Interest income | 458 | 220 | 67 |
Interest Expense | 14,674 | 14,309 | 8,424 |
Other expense, net | (481) | (451) | (383) |
Total other income / (expense), net | (14,697) | (14,540) | (8,740) |
Total | (130,362) | (97,871) | (69,510) |
Provision / (benefit) for income taxes | (5,619) | 2,166 | 899 |
Net loss | $ (124,743) | $ (100,037) | $ (70,409) |
Net loss per common share, basic and diluted | $ (1.59) | $ (1.31) | $ (0.95) |
Weighted average number of shares used in computing net loss per share | 78,521 | 76,174 | 74,085 |
Comprehensive loss | |||
Foreign currency translation loss, net of taxes | $ (6,914) | $ (5,751) | $ (1,136) |
Unrealized loss on marketable securities | (81) | (5) | 0 |
Accumulated pension liability | (102) | 90 | (60) |
Comprehensive loss | $ (131,840) | $ (105,703) | $ (71,605) |
Consolidated Statements of Tota
Consolidated Statements of Total Equity - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated other comprehensive income / (loss) | Accumulated deficit |
Total equity at Dec. 31, 2012 | $ 158,769 | $ 727 | $ 535,853 | $ 950 | $ (378,761) |
Balance - shares at Dec. 31, 2012 | 72,675,265 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of stock options for cash - shares | 1,102,032 | ||||
Exercise of stock options for cash - value | 16,951 | $ 11 | 16,940 | ||
Repurchase and vesting of restricted awards and units - shares | 1,702,944 | ||||
Repurchase and vesting of restricted awards and units - value | (162) | $ 17 | (179) | ||
Income tax expense - foreign stock based compensation | 410 | 410 | |||
Capitalized stock-based compensation | 1,099 | 1,099 | |||
Stock-based compensation | 73,660 | 73,660 | |||
Shares issued to acquire Venda Inc. | 0 | ||||
Convertible 0.25% senior notes issuance | 60,931 | 60,931 | |||
Repurchased and retired common stock price paid -shares | (348,837) | ||||
Repurchased and retired common stock price paid | (30,001) | $ (4) | (29,997) | ||
Accumulated pension liability | (60) | (60) | |||
Unrealized loss on marketable securities | 0 | ||||
Foreign currency translation adjustment | (1,136) | (1,136) | |||
Net loss | (70,409) | (70,409) | |||
Balance - shares at Dec. 31, 2013 | 75,131,404 | ||||
Total equity at Dec. 31, 2013 | 210,052 | $ 751 | 658,717 | (246) | (449,170) |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of stock options for cash - shares | 340,824 | ||||
Exercise of stock options for cash - value | 9,030 | $ 3 | 9,027 | ||
Repurchase and vesting of restricted awards and units - shares | 1,255,235 | ||||
Repurchase and vesting of restricted awards and units - value | (138) | $ 13 | (151) | ||
Excess tax benefit on stock-based compensation | 313 | 313 | |||
Capitalized stock-based compensation | 1,415 | 1,415 | |||
Stock-based compensation | 96,480 | 96,480 | |||
Shares issued to acquire Venda Inc. - shares | 304,364 | ||||
Shares issued to acquire Venda Inc. | 22,785 | $ 3 | 22,782 | ||
Accumulated pension liability | 90 | 90 | |||
Unrealized loss on marketable securities | (5) | 5 | |||
Foreign currency translation adjustment | (5,751) | (5,751) | |||
Net loss | $ (100,037) | (100,037) | |||
Balance - shares at Dec. 31, 2014 | 77,031,827 | 77,031,827 | |||
Total equity at Dec. 31, 2014 | $ 234,234 | $ 770 | 788,583 | (5,912) | (549,207) |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of stock options for cash - shares | 562,000 | 561,811 | |||
Exercise of stock options for cash - value | $ 14,189 | $ 6 | 14,183 | ||
Repurchase and vesting of restricted awards and units - shares | 1,178,472 | ||||
Repurchase and vesting of restricted awards and units - value | (7,097) | $ 12 | (7,109) | ||
Excess tax benefit on stock-based compensation | 242 | 242 | |||
Capitalized stock-based compensation | 1,503 | 1,503 | |||
Stock-based compensation | 109,090 | 109,090 | |||
Shares issued to acquire Venda Inc. - shares | 1,030,508 | ||||
Shares issued to acquire Venda Inc. | 85,880 | $ 10 | 85,870 | ||
Accumulated pension liability | (102) | (102) | |||
Unrealized loss on marketable securities | (81) | (81) | |||
Foreign currency translation adjustment | (6,914) | (6,914) | |||
Net loss | $ (124,743) | (124,743) | |||
Balance - shares at Dec. 31, 2015 | 79,802,618 | 79,802,618 | |||
Total equity at Dec. 31, 2015 | $ 306,201 | $ 798 | $ 992,362 | $ (13,009) | $ (673,950) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (124,743) | $ (100,037) | $ (70,409) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 30,353 | 20,115 | 15,668 |
Amortization of other intangible assets | 17,862 | 9,993 | 6,749 |
Amortization of debt discount and transaction costs | 13,539 | 12,910 | 7,316 |
Provision for accounts receivable allowances | 2,293 | 1,446 | 1,041 |
Stock-based compensation | 109,090 | 96,480 | 73,660 |
Amortization of deferred commissions | 101,149 | 75,249 | 55,531 |
Excess tax benefit stock-based compensation | (242) | (313) | (410) |
Changes in operating assets and liabilities, net of acquired assets and assumed liabilities: | |||
Accounts receivable | (35,481) | (50,811) | (22,305) |
Deferred commissions | (119,145) | (95,532) | (70,380) |
Other current assets | (7,407) | (4,932) | (12,486) |
Other assets | 3,038 | (2,165) | (2,329) |
Accounts payable | (1,822) | (2,321) | 1,691 |
Accrued compensation | 10,367 | 15,403 | 6,173 |
Deferred revenue | 109,382 | 89,668 | 63,510 |
Other current liabilities | 4,285 | 11,624 | 8,771 |
Other long-term liabilities | (12,111) | (1,857) | 444 |
Net cash provided by operating activities | 100,407 | 74,920 | 62,235 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (50,313) | (23,732) | (20,337) |
Capitalized internal use software | (3,004) | (2,578) | (2,056) |
Cash paid in business combination | (130,560) | (39,209) | (58,630) |
Purchases of marketable securities | (132,155) | (105,576) | 0 |
Maturities of marketable securities | 130,193 | 10,000 | 0 |
Sales of marketable securities | 4,704 | 3,799 | 0 |
Net cash used in investing activities | (181,135) | (157,296) | (81,023) |
Cash flows from financing activities: | |||
Proceeds from issuance of convertible 0.25% senior notes | 0 | 0 | 310,000 |
Payments of issuance costs on convertible 0.25% senior notes | 0 | 0 | (8,260) |
Payments under capital leases | (190) | (364) | (744) |
repayment principal software license | 2,774 | 3,054 | 2,612 |
Payments to repurchase common stock | 0 | 0 | (30,000) |
Excess tax benefit stock-based compensation | 242 | 313 | 410 |
Payments related to business combinations | (1,335) | (5,945) | 0 |
RSUs acquired to settle employee withholding liability | (7,098) | (137) | (162) |
Proceeds from issuance of common stock | 16,055 | 9,029 | 16,944 |
Net cash provided by financing activities | 4,900 | (158) | 285,576 |
Effect of exchange rate changes on cash and cash equivalents | (1,975) | (1,274) | (1,070) |
Net change in cash and cash equivalents | (77,803) | (83,808) | 265,718 |
Cash and cash equivalents at beginning of period | 367,769 | 451,577 | 185,859 |
Cash and cash equivalents at end of period | 289,966 | 367,769 | 451,577 |
Supplemental cash flow disclosure: | |||
Cash paid for interest to related parties | 345 | 464 | 431 |
Cash paid for interest to other parties | 934 | 565 | 442 |
Cash paid for income taxes, net of tax refunds | 2,332 | 1,320 | 937 |
Noncash financing and investing activities: | |||
Fixed assets acquired under related party agreement | 0 | 0 | 11,355 |
Common stock issued in connection with business combination | $ 85,880 | $ 22,785 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization NetSuite Inc. (the “Company”) provides cloud-based financials/Enterprise Resource Planning (“ERP”) and omnichannel commerce software suites. In addition, the Company offers a broad suite of applications, including financial management, Customer Relationship Management (“CRM”), ecommerce and retail management, Professional Services Automation (“PSA”) and Human Capital Management ("HCM") that enables companies to manage most of their core business operations in its single integrated suite. The Company’s "real-time dashboard" technology provides an easy-to-use view into up-to-date, role-specific business information. The Company also offers customer support and professional services related to implementing and supporting its suite of applications. The Company delivers its suite over the Internet as a subscription service using the software-as-a-service ("SaaS") model. The Company’s headquarters are located in San Mateo, California. The Company conducts its business worldwide, with international locations in Canada, Europe, Asia, Australia and Uruguay. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated. Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("FASB") issued new accounting guidance: Balance Sheet Classification of Deferred Taxes. The guidance requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this update. The amendments may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The amendments are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. In the fourth quarter of 2015, the Company elected to early adopt using the prospective method. Therefore, no prior periods were retrospectively adjusted. The adoption did not have a material impact on the Company's consolidated financial statements. In September 2015, the FASB issued new accounting guidance: Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments. The guidance requires the acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined. The business combination guidance is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted, and is to be applied on a prospective basis. The Company has elected not to early adopt. The adoption of the business combination guidance is not expected to have a material impact on the Company's consolidated financial statements. In April 2015, the 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 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 consolidated financial statements In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace most existing U.S. GAAP guidance on this topic. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The FASB deferred the effective date for the new revenue reporting standard for entities reporting under U.S. GAAP for one year from the original effective date. In accordance with the deferral, ASU 2014-09 will become effective beginning after December 15, 2017 for public entities. Early application is permitted for annual reporting periods ending after December 15, 2016. The Company is evaluating the impact of adopting this new accounting standard on its financial statements and has not selected an adoption or a transition method. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Segments The Company's chief operating decision maker is its Chief Executive Officer ("CEO"), who reviews financial information presented on a consolidated basis, accompanied by information about revenue by geographic region. Accordingly, the Company has determined that it has a single reportable segment, specifically, the provision of cloud-based business management application suites. Revenue Recognition The Company generates revenue from two sources: (1) subscription and support; and (2) professional services and other. Subscription and support revenue includes subscription fees from customers accessing its cloud-based application suite and support fees from customers purchasing support. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. Professional services and other revenue include fees from consultation services to support the business process mapping, configuration, data migration, integration and training. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. For the most part, subscription and support agreements are entered into for 12 to 36 months. In aggregate, approximately 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 Company commences revenue recognition when all of the following conditions are met: • There is persuasive evidence of an arrangement; • The service is being provided to the customer; • The collection of the fees is reasonably assured; and • The amount of fees to be paid by the customer is fixed or determinable. In most instances, revenue from new customer acquisition is generated under sales agreements with multiple elements, comprised of subscription and support fees from customers accessing its cloud-based application suite and professional services associated with consultation services. The Company evaluates each element in a multiple-element arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within the Company’s control. Subscription and support have standalone value because they are routinely sold separately by the Company. For the most part, professional services have standalone value because the Company has sold professional services separately and there are several third party vendors that routinely provide similar professional services to its customers on a standalone basis. The Company allocates revenue to each element in an arrangement based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling price (“ESP”), if neither VSOE nor TPE is available. As the Company has been unable to establish VSOE or TPE for the elements of its arrangements, the Company establishes the ESP for each element primarily by considering the weighted average of actual sales prices of professional services sold on a standalone basis and subscription and support including various add-on modules when sold together without professional services, and other factors such as gross margin objectives, pricing practices and growth strategy. The consideration allocated to subscription and support is recognized as revenue over the contract period commencing when the subscription service is made available to the customer. The consideration allocated to professional services is recognized as revenue using the proportional performance method. The total arrangement fee for a multiple element arrangement is allocated based on the relative ESP of each element. However, since the professional services are generally completed prior to completion of delivery of subscription and support services, the revenue recognized for professional services in a given reporting period does not include fees subject to delivery of subscription and support services. This results in the recognition of revenue for professional services that is generally no greater than the contractual fees for those professional services. For single element sales agreements, subscription and support revenue is recognized ratably over the contract term beginning on the provisioning date of the contract. The Company recognizes professional services revenue using the proportional performance method for single element arrangements. Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenues. Deferred Revenue Deferred revenue consists of billings or payments received in advance of revenue recognition and is recognized as the revenue recognition criteria are met. The Company generally invoices its customers annually or in monthly or quarterly installments. Accordingly, the deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription agreements. Deferred revenue that will be recognized during the succeeding 12 month period is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue. Cost of Revenue Cost of revenue primarily consists of costs related to hosting the Company's cloud-based application suite, providing customer support, data communications expenses, salaries and benefits of operations and support personnel, software license fees, costs associated with website development activities, allocated overhead, amortization expense associated with capitalized internal use software and acquired developed technology assets and property and equipment depreciation. Costs related to professional services are expensed as incurred. Deferred Commissions The Company capitalizes commission costs that are incremental and directly related to the acquisition of customer contracts. Commission costs are accrued and capitalized upon execution of the sales contract by the customer. Payments to partners and most sales personnel are made shortly after the receipt of the related customer payment. Payments to managers and above are made either partially or in full once sales contracts are executed. Deferred commissions are amortized over the term of the related non-cancelable customer contract and are recoverable through the related future revenue streams. The Company capitalized commission costs of $119.1 million , $95.5 million and $70.4 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. Commission amortization expense was $101.1 million , $75.2 million and $55.5 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. Internal Use Software and Website Development Costs The Company capitalizes certain development costs incurred in connection with its internal use software and website. These capitalized costs are primarily related to the integrated business management application suite that is hosted by the Company and accessed by its customers on a subscription basis. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal use software is amortized on a straight line basis over its estimated useful life, generally three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. There were no impairments to internal use software during the years ended December 31, 2015 , 2014 and 2013 . The Company capitalized $4.5 million , $4.0 million and $3.2 million in internal use software during the years ended December 31, 2015 , 2014 and 2013 , respectively. Included in the December 31, 2015 , 2014 and 2013 capitalized development costs are $1.5 million , $1.4 million and $1.1 million , respectively, in stock-based compensation costs. Amortization expense totaled $3.5 million , $2.7 million and $1.6 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. The net book value of capitalized internal use software at December 31, 2015 and 2014 was $8.8 million and $7.8 million , respectively. Income Taxes The Company accounts for income taxes under the asset and liability approach. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and amounts recognized for income tax reporting purposes, net operating loss carryforwards and other tax credits measured by applying currently enacted tax laws. Valuation allowances are provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. Compliance with income tax regulations requires the Company to make decisions relating to the transfer pricing of revenue and expenses between each of its legal entities that are located in several countries. The Company's determinations include many decisions based on management's knowledge of the underlying assets of the business, the legal ownership of these assets, and the ultimate transactions conducted with customers and other third parties. The calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations in multiple tax jurisdictions. The Company may be periodically reviewed by domestic and foreign tax authorities regarding the amount of taxes due. These reviews may include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the exposure associated with various filing positions, the Company records estimated reserves when it is more likely than not that an uncertain tax position will not be sustained upon examination by a taxing authority. Such estimates are subject to change. See Note 15 for information regarding the impact of the Company's accounting for uncertainty in income taxes. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Cash equivalents are comprised of investments in money market mutual funds and commercial paper. Cash and cash equivalents are recorded at cost, which approximates fair value. Goodwill and Other Intangible Assets The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company has determined that there is a single reporting unit for the purpose of goodwill impairment tests. For purposes of assessing the impairment of goodwill, the Company annually, on October 1st, estimates the fair value of the reporting unit and compares this amount to the carrying value of the reporting unit. If the Company determines that the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. On October 1, 2015, the Company completed its annual impairment test of goodwill. Based upon that evaluation, the Company determined that its goodwill was not impaired. Other intangible assets, consisting of developed technology, trade name and customer relationships, are stated at cost less accumulated amortization. All other intangible assets have been determined to have definite lives and are amortized on a straight-line basis over their estimated remaining economic lives, ranging from one to seven years. Amortization expense related to developed technology is included in cost of subscription and support revenue while amortization expense related to tradenames and customer relationships is included in sales and marketing expense. Long-lived Assets The Company continually monitors events and changes in circumstances that could indicate that carrying amounts of its long-lived assets, including property and equipment and intangible assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. The Company did not recognize any impairment charges on its long-lived assets during the years ended 2015 , 2014 and 2013. Leases The Company leases worldwide facilities and certain other equipment under non-cancelable lease agreements. The terms of certain lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period and accrues for rent expense incurred but not paid. Under certain leases, the Company also receives reimbursements for leasehold improvements. These reimbursements are lease incentives which are recognized as a liability and are amortized on a straight-line basis over the term of the lease as a reduction of minimum rental expense. The leasehold improvements are included in property, plant and equipment and are amortized over the shorter of the estimated useful life of the improvements or the lease term. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis over the estimated asset lives. The estimated useful lives by asset classification are generally as follows: Asset classification Estimated useful life in years Office equipment 3 Furniture and fixtures 5 Computers 3 Software, perpetual license 3 to 7 Software, license with stated term Term of the license Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in other income. Warranties and Indemnification The Company's cloud-based application service is typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company's on-line help documentation under normal use and circumstances. The Company includes service level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person's service as a director or officer, including any action by the Company, arising out of that person's services as the Company's director or officer or that person's services provided to any other company or enterprise at the Company's request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. The Company's arrangements include provisions indemnifying customers against liabilities if our products infringe a third-party's intellectual property rights. The Company has not incurred any costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. Concentration of Credit Risk and Significant Customers and Suppliers Financial instruments potentially exposing the Company to concentration of credit risk consist primarily of cash and cash equivalents, marketable securities, restricted cash and trade accounts receivable. The Company maintains an allowance for doubtful accounts receivables balance. The allowance is based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with problem accounts. The Company generally charges off uncollectible accounts receivable balances when accounts are 120 days past-due based on the account's contractual terms. Credit risk arising from accounts receivable is mitigated due to the large number of customers comprising the Company's customer base and their dispersion across various industries. At December 31, 2015 and 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. At December 31, 2015 and 2014 , long-lived assets located outside the United States totaled $21.4 million and $9.1 million , respectively. Revenue by geographic region, based on the billing address of the customer, was as follows for the periods presented: Year ended December 31, 2015 2014 2013 (dollars in thousands) United States $ 553,186 $ 414,172 $ 308,513 International 187,963 142,112 105,995 Total revenue $ 741,149 $ 556,284 $ 414,508 Percentage of revenue generated outside of the United States 25 % 26 % 26 % No single country outside the United States represented more than 10% of revenue during the years ended December 31, 2015 , 2014 or 2013 . Certain Significant Risks and Uncertainties The Company participates in the dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on the Company's future financial position, results of operations or cash flows; advances and trends in new technologies and industry standards; pressures resulting from new applications offered by competitors; changes in certain strategic or customer relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; risk associated with changes in domestic and international economic or political conditions or regulations; availability of necessary product components; and the Company's ability to attract and retain employees necessary to support its growth. Foreign Currency Translation The U.S. dollar is the reporting currency for all periods presented. The financial information for entities outside the United States is measured in their functional currency which, depending on circumstances, may either be the local currency or the U.S. dollar. The Company translates its financial statements of consolidated entities whose functional currency is not the U.S. dollar into U.S. dollars. The Company translates its assets and liabilities at the exchange rate in effect as of the financial statement date and translates statement of operations accounts using the average exchange rate for the period. Exchange rate differences resulting from translation adjustments are accounted for as a component of accumulated other comprehensive income / (loss). Gains or losses, whether realized or unrealized, due to transactions in foreign currencies are reflected in the consolidated statements of operations under the line item other income / (expense). The Company recognized net foreign currency losses of $ 502,000 , $437,000 and $343,000 during the years ended December 31, 2015 , 2014 and 2013 , respectively. Advertising Expense Advertising costs are expensed as incurred. For the years ended December 31, 2015 , 2014 and 2013 , advertising expense was $10.5 million , $12.8 million and $8.2 million , respectively. Stock-Based Compensation The Company uses the fair value method for recording stock-based compensation for new awards granted, modified, repurchased or canceled. The Company recognizes compensation costs for stock option grants, restricted awards and restricted stock unit awards on a straight-line basis over the requisite service period for the entire awards. The Company recognizes compensation expense related to performance share awards based on the accelerated method which recognizes a larger portion of the expense during the beginning of the vesting period than in the end of the vesting period. Under the 2007 Equity Incentive Plan (the "2007 Plan"), the Company has granted selected executives and other key employees performance shares ("PS") and performance share units ("PSUs"), which are restricted stock units (“RSUs”). PS vesting is contingent upon meeting certain company-wide performance goals while PSUs vesting is contingent upon meeting certain company-wide performance goals and market-based performance goals. Unforfeited PS and PSUs generally will vest in three equal annual tranches over the service period. The PS and PSUs grant date fair value, which is also the total stock-based compensation expense associated with the performance based awards, is determined based on the value of the underlying shares on the grant date and is recognized over the vesting term. On a quarterly basis, management estimates the number of PS and PSUs that will be granted at the end of the performance period. The PS fair value is based on market value of shares on the grant date (the intrinsic value). The fair value of the market-based PSUs on the grant date (measurement date) is calculated using a Monte Carlo simulation model that estimates the distribution of the potential outcomes of the PSU grants based on simulated future stock prices of the peer group. The Company accounts for compensation expense related to stock options granted to consultants and other non-employees based on the fair values estimated using the Black-Scholes model on the date of grant and re-measured at each reporting date over the performance period. The compensation expense is amortized using the straight-line method over the related service term. The Company issues new shares of its common stock upon the exercise of stock options, the vesting of restricted stock, RSUs, PSs and PSUs and the purchase of stock under the employees stock purchase plan. Qualified Operational Expense Reimbursements At the Company's product development facility in the Czech Republic, the Company participates in a government subsidy program for employing local residents. Under the program, the Czech Republic government will reimburse the Company for certain operational expenses it incurs. While the Company became eligible to participate in this program in 2010, it did not record a subsidy credit in the financial statements until it was assured of collection in 2012. Effective January 2012, when the Company incurs reimbursable operating expenses, it records a reduction in operational expenses and a receivable from the Czech government. In the second quarter of 2015, the Company reached the initial program's reimbursement limit. The Company's operational expenses were reduced by approximately $562,000 , $1.5 million and $2.5 million , for reimbursements of eligible operating expenses incurred during the years ended December 31, 2015 , 2014 and 2013 , respectively. The Company received approximately $1.2 million , $2.2 million and $2.0 million in payments from the Czech Republic government during the years ended December 31, 2015 , 2014 and 2013 , respectively. As of December 31, 2015 , no reimbursements are due the Company. Currently, the Company is evaluating alternative subsidy employment plans offered by the Czech Republic and other countries. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to NetSuite Inc. common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by giving effect to all potentially dilutive common shares including options, restricted stock, restricted stock units, performance share units, performance shares, employee stock purchase plan shares and convertible debt shares. Basic and diluted net loss per common share was the same for all periods presented as the impact of all potentially dilutive securities outstanding was anti-dilutive. Accumulated Other Comprehensive Loss Accumulated other comprehensive income loss is comprised of foreign currency translation gains and losses, net of tax, unrealized losses on marketable securities and an accumulated pension liability for employees located in the Philippines. The foreign currency translation losses, net of taxes as of December 31, 2015 and 2014 were $12.6 million and $5.7 million , respectively. Unrealized loss on marketable securities was $86,000 and $5,000 as of December 31, 2015 and 2014, respectively. During the years ended December 31, 2015, 2014 and 2013, there were no realized gains/ (losses) on marketable securities. The unamortized defined benefit pension costs as of December 31, 2015 and 2014 were $(280,000) and $(178,000) , respectively. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations During 2015, the Company purchased all the outstanding equity of Monexa Services Inc. ("Monexa"), a private company that provides cloud-based invoicing and payment services, and 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. In connection with these acquisitions, the Company incurred transaction costs totaling $6.7 million . The following table summarizes the preliminary allocation of the consideration to the fair value of assets acquired and liabilities assumed as of the acquisition dates: 2015 Acquisitions Monexa Bronto August 5, 2015 June 8, 2015 (dollars in thousands) Cash $ 594 $ 1,667 Accounts receivable 238 4,077 Property and equipment 231 4,009 Deferred tax assets 96 5,345 Developed technology 8,700 13,400 Customer relationships 4,200 13,100 Customer relationships - backlog — 3,000 Trademarks 400 3,060 Favorable lease 270 — Goodwill 18,602 157,058 Deferred tax liabilities — (13,495 ) Taxes payable (370 ) (2,758 ) Other assets / liabilities, net 159 (4,357 ) Fair value of assets acquired and liabilities assumed $ 33,120 $ 184,106 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. For Monexa, the methodologies used in valuing the intangible assets include, but are not limited to, multiple period excess earnings method for customer relationships, relief of royalty for trademarks, and replacement cost and relief from royalty methods for developed technology. For Bronto, the 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. In both acquisitions, 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 workforce in accordance with generally accepted accounting principles. $7.3 million of the acquired Monexa goodwill is expected to be deductible for tax purposes. The Company did not record any in-process research and development intangible assets in connection with the acquisitions. 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: Monexa Bronto Fair Value Useful Life Fair Value Useful Life (dollars in thousands) (in years) (dollars in thousands) (in years) Developed technology $ 8,700 5 $ 13,400 5 Customer relationships 4,200 4 13,100 7 Customer relationships - backlog — — 3,000 1.5 Trademarks 400 2 3,060 3 Favorable lease 270 1.5 — — Monexa Software On August 5, 2015, the Company completed the purchase of all the outstanding equity of Monexa Services Inc. ("Monexa"), a private company that provides cloud-based invoicing and payment services for its customers. Monexa functionality will enhance the Company’s existing invoicing and payment solution. Beginning in the third quarter of 2015, Monexa assets, liabilities and operating results are reflected in the Company’s consolidated financial statements from the date of acquisition. On the closing date, the Company paid approximately $33.1 million in cash. Of the consideration paid, $5.7 million is being held in escrow for up to 15 months following the close of the transaction in the event of certain breaches of representations, warranties and potential tax obligations covered in the purchase agreement. In connection with the transaction, the Monexa Board of Directors accelerated the vesting of certain Monexa employee stock options that were exercised shortly before the closing date. Since Monexa accelerated the stock option vesting in contemplation of the business combination, the Company was required to record the $1.8 million in net proceeds received by Monexa employees as compensation cost in the general and administrative expense line of the Company's financial statements. Acquisition related transaction costs amounted to $4.0 million and are reflected as general and administrative expense in the statement of operations. The initial accounting for Monexa intangible assets is incomplete because the Company is in the process of determining the fair value of these assets. The Company is also undertaking an analysis of certain tax matters associated with the Monexa acquisition which could result in an adjustment to the acquisition price allocation. Comparative pro forma financial information for this acquisition has not been presented because Monexa historical financial results are not material to the Company's consolidated results of operations. 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 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 $5.3 million and are reflected as general and administrative expense in the statement of operations. 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 initial accounting for Bronto accounts receivable, 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. Bronto revenue included in the Company's consolidated financial statements for the year ended December 31, 2015 was $22.1 million . Bronto's operations have been integrated into the Company's operations so it is impractical to determine Bronto's results of operations on a standalone basis. 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: Twelve Months Ended December 31, 2015 2014 (dollars in thousands) Pro forma total revenue $ 760,239 $ 593,452 Pro forma net loss $ (131,781 ) $ (109,120 ) Pro forma loss per share - basic and diluted $ (1.67 ) $ (1.41 ) 2014 Acquisitions During 2014, the Company purchased the assets of certain warehouse management solution provider ("WMS") to expand its manufacturing vertical and Venda Limited (“Venda") to further develop its ecommerce vertical. In connection with these acquisitions, the Company incurred transaction costs totaling $4.6 million . The following table summarizes the allocation of the consideration to the fair value of assets acquired and liabilities assumed as of the acquisition date: 2014 Acquisitions WMS Venda September 26, 2014 July 17, 2014 (dollars in thousands) Accounts receivable $ — $ 3,763 Developed technology 700 7,700 Customer relationships 300 12,300 Trademarks 20 2,700 Goodwill 14,752 27,228 Accounts payable — (2,085 ) Deferred tax liabilities — (2,132 ) Tax related liabilities — (2,909 ) Other assets / (liabilities), net (180 ) 1,873 Total purchase price $ 15,592 $ 48,438 Under the acquisition method of accounting, the Company allocated the above purchase prices to the identifiable assets and liabilities based on their estimated fair value at the date of acquisition. To determine the value of the intangible assets, the Company made various estimates and assumptions. Methodologies used in valuing the intangible assets include, but are not limited to, the with-and-without excess earnings for customer relationships, relief of royalty for trademarks and multiple period excess earnings method for developed technology. The excess of the purchase price over the total net identifiable assets for each acquisition has been recorded as goodwill which includes synergies expected from the expanded service capabilities and the value of the assembled work force in accordance with generally accepted accounting principles. The Company did not record any in-process research and development intangible assets in connection with these acquisitions. The Company will amortize the intangible assets on a straight-line basis over the following periods: WMS Venda Fair Value Amount Useful Life Fair Value Amount Useful Life (dollars in thousands) (in years) (dollars in thousands) (in years) Developed technology $ 700 5 7,700 5 Customer relationships 300 4 12,300 7 Trademarks — — 2,700 3 WMS On September 26, 2014, the Company purchased certain WMS assets to expand its manufacturing vertical. The WMS assets, liabilities and operating results are reflected in the Company’s consolidated financial statements from the date of acquisition. On the closing date, the Company paid $15.6 million in cash of which, $2.4 million is being held in escrow for up to 18 months following the close of the transaction as indemnification against certain losses the Company may incur in the event of certain breaches of representations and warranties covered in the asset purchase agreement. Additionally, $350,000 of consideration is being held in escrow until certain WMS tax matters are resolved. Venda On July 17, 2014, the Company completed the purchase of all the outstanding equity of Venda, a private company that provides ecommerce solutions to its customers. Venda expands the Company’s European customer base and adds certain functionality to the Company's product suite. The Venda assets, liabilities and operating results are reflected in the Company’s consolidated financial statements from the date of acquisition. On the closing date, the Company paid $25.7 million in cash and issued 304,364 unregistered shares of the Company's common stock with a fair value of $22.8 million inclusive of a discount from the quoted market price due to certain trading restrictions associated with the shares. Of the cash consideration paid, $10.1 million is being held in escrow for up to two years following the close of the transaction as protection against tax contingencies and losses the Company may incur in the event of certain breaches of representations and warranties covered in the purchase agreement. In the 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 . In the third quarter of 2015, the Company completed the initial accounting for Venda by recording a $1.0 million receivable from the former Venda owners related to a working capital adjustment and a $368,000 fair value adjustment to increase the Venda accounts receivable. Comparative pro forma financial information for WMS and Venda acquisitions has not been presented because the WMS and Venda historical financial statements are not material to the Company's consolidated results of operations. 2013 Acquisitions During 2013, the Company acquired TribeHR, an on-line human capital management software provider and, OrderMotion, an online ecommerce company and a website hosting provider company. In connections with these acquisitions, the Company incurred transaction costs totaling $3.0 million . 2013 Acquisitions TribeHR OrderMotion Website Hosting Provider November 1, 2013 May 3, 2013 March 6, 2013 (dollars in thousands) Cash $ — $ 1,069 $ 264 Accounts receivable — 804 — Developed technology 1,300 5,100 1,100 Customer relationships 1,000 3,000 2,100 Trademarks 600 400 200 Goodwill 21,543 18,176 9,721 Other assets / (liabilities), net 352 (433 ) (75 ) Deferred income tax liabilities — — (1,322 ) Total purchase price $ 24,795 $ 28,116 $ 11,988 Under the acquisition method of accounting, the Company allocates the purchase price to the identifiable assets and liabilities based on their estimated fair value at the date of acquisition. To determine the value of the intangible assets, the Company makes various estimates and assumptions. Methodologies used in valuing the intangible assets include, but are not limited to, the expected costs to recreate the assets, present value of future payments, relief of royalty and multiple period excess earnings. The excess of the purchase price over the total identifiable assets has been recorded as goodwill which includes synergies expected from the expanded service capabilities and the value of the assembled work force in accordance with generally accepted accounting principles. The Company will amortize the intangible assets on a straight-line basis over the following periods: TribeHR OrderMotion Web Hosting Provider Fair Value Useful Life Fair Value Useful Life Fair Value Useful Life (dollars in thousands) (in years) (dollars in thousands) (in years) (dollars in thousands) (in years) Developed technology 1,300 5 5,100 4 1,100 3 Customer relationships 1,000 4 3,000 4 2,100 4 Trademarks 600 2 400 2 200 2 TribeHR On November 1, 2013, the Company completed the purchase all of the outstanding equity of TribeHR ("T-HR"), an on-line human capital management software provider. The T-HR product expands the Company's product suite and the T-HR workforce augments the Company's existing product development teams, which allows the Company to expand its business capabilities in human resource management. The assets, liabilities and operating results of T-HR are reflected in the Company’s consolidated financial statements from the date of acquisition. On the closing date, the Company paid $24.8 million in cash of which, $2.5 million was being held in escrow for up to 12 months following the close of the transaction as indemnification against certain losses the Company may incur in the event of certain breaches of representations and warranties covered in the purchase agreement. During the fourth quarter of 2013, the Company recorded $1.3 million in operating expenses related to transaction costs associated with this business combination. OrderMotion On May 3, 2013, the Company completed the purchase all of the outstanding equity of OrderMotion ("OM"). OM provides online ecommerce Order Management Services that performs the back-end process for ecommerce web stores. The OM product augments the Company's existing product offering, which allows the Company to expand its business capabilities in ecommerce technology and services. The assets, liabilities and operating results of OM are reflected in the Company’s consolidated financial statements from the date of acquisition. On the closing date, the Company paid the former owners $23.5 million in cash. Additional consideration of $3.5 million in cash is being withheld up to 15 months following the close of the transaction as indemnification against certain losses the Company may incur in the event of certain breaches of representations and warranties covered in the purchase agreement. The Company also withheld $1.1 million as indemnification against losses the Company may incur from certain tax related matters of OM. This consideration is restricted until the Company determines that the matters have been properly settled. During the second quarter of 2013, the Company recorded $311,000 in employee termination costs and $1.1 million in operating expenses related to transaction costs associated with this business combination. As of December 31, 2013, the Company's OM purchase consideration obligations totaled $3.9 million . During the year ended December 31, 2014, the Company paid the former OM owners $3.3 million in cash. As of December 31, 2015, the Company's remaining OM purchase consideration obligation is $655,000 . Website Hosting Provider On March 6, 2013, the Company completed the purchase of all the outstanding equity of a website hosting provider company ("WH") that specializes in ecommerce technology and services. The WH workforce augments the Company's existing product development teams, which allows the Company to expand its business capabilities in ecommerce technology and services. The assets, liabilities and operating results of WH are reflected in the Company’s consolidated financial statements from the date of acquisition. On the closing date, the Company paid $10.2 million in cash. Additional consideration of $1.8 million in cash is being withheld for various periods up to 24 months following the close of the transaction as indemnification against certain losses the Company may incur in the event of certain breaches of representations and warranties covered in the purchase agreement. During the first quarter of 2013, the Company recorded $560,000 in operating expenses related to transaction costs associated with this business combination. During the year ended December 31, 2014, the Company paid the former owners $1.0 million of the withheld consideration and reduced the remaining obligation by approximately $200,000 for various adjustments. In 2015, the Company paid the former owners $600,000 to settle the remaining consideration obligation. |
Cash & Cash Equivalents
Cash & Cash Equivalents | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Cash & Cash Equivalents | Cash and Cash Equivalents Cash equivalents are comprised of investments in money market mutual funds and commercial paper. Cash and cash equivalents are recorded at cost, which approximates fair value. December 31, 2015 2014 (dollars in thousands) Cash $ 262,876 $ 206,947 Money market mutual funds 16,092 152,673 Commercial paper 10,998 8,149 Total cash and cash equivalents $ 289,966 $ 367,769 The Company maintains cash balances at several banks. Accounts located in the United States are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000 . Certain operating cash accounts may exceed the FDIC limits. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments The Company invests primarily in money market funds, commercial paper, highly liquid debt instruments of the U.S. government and its agencies, U.S. municipal obligations, and U.S. and foreign corporate debt securities. All highly liquid investments with maturities of 90 days or less from date of purchase are classified as cash equivalents and all highly liquid investments with maturities of greater than 90 days but less than a year from date of purchase are classified as short-term marketable securities. Highly liquid investments with maturities of greater than a year from the balance sheet date are classified as marketable securities, non-current. Short-term marketable securities and marketable securities, non-current are also classified as available-for-sale. The Company intends to hold marketable securities until maturity; however, it may sell these securities at any time for use in current operations or for other purposes, such as consideration for acquisition. Consequently, the Company may or may not hold securities with stated maturities greater than twelve months until maturity. The Company carries its fixed income investments at fair value and unrealized gains and losses on these investments, net of taxes, are included in accumulated other comprehensive loss, a component of total equity. Realized gains or losses are included in other income / (expense), net section of the consolidated statement of operations and comprehensive loss. When a determination has been made that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is realized and is included in the other income / (expense), net section of the consolidated statement of operations and comprehensive loss. Marketable securities consist of the following investments: December 31, 2015 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: (in thousands) Money market funds $ 16,092 $ — $ — $ 16,092 Commercial paper 10,998 — — 10,998 Marketable securities: Commercial paper 33,170 — — 33,170 Corporate notes and obligations 12,402 — (13 ) 12,389 U.S. agency bonds 11,410 — (25 ) 11,385 U.S. treasury securities 31,727 — (48 ) 31,679 Total $ 115,799 $ — $ (86 ) $ 115,713 December 31, 2014 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: (in thousands) Money market funds $ 152,673 $ — $ — $ 152,673 Commercial paper 8,149 — — 8,149 Marketable securities: Commercial paper 70,737 8 — 70,745 Corporate notes and obligations 11,886 — (9 ) 11,877 U.S. treasury securities 9,147 — (4 ) 9,143 Total $ 252,592 $ 8 $ (13 ) $ 252,587 The Company does not believe any of the unrealized losses represent an other-than-temporary impairment based on its evaluation of available evidence as of December 31, 2015 . The Company expects to receive the full principal and interest on all of these marketable securities. December 31, 2015 Fair Value Due within one year $ 101,838 Due within two years 13,875 Total $ 115,713 Fair Value Measurements The Company measures certain financial assets at fair value on a recurring basis based on a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. Level 1 Measurements The Company's cash equivalents held in money market funds and available-for-sale United States Treasury securities are measured at fair value using level 1 inputs. Level 2 Measurements The Company's available-for-sale corporate debt securities and commercial paper are measured at fair value using level 2 inputs. The Company obtains the fair values of its level 2 available-for-sale securities from a professional pricing service. The Company’s foreign currency forward contracts are measured at fair value using foreign currency rates quoted by banks or foreign currency dealers and other public data sources. Such instruments are classified as Level 2 and are included in other current assets and liabilities. The fair value of these financial assets and liabilities was determined using the following inputs as of December 31, 2015 and 2014 : December 31, 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 $ 262,876 $ — $ — $ 262,876 $ 206,947 $ — $ — $ 206,947 Money market funds 16,092 — — 16,092 152,673 — — 152,673 Commercial paper — 10,998 — 10,998 — 8,149 — 8,149 Marketable securities Commercial paper — 33,170 — 33,170 — 70,745 — 70,745 Corporate notes and obligations — 12,389 — 12,389 — 11,877 — 11,877 U.S. agency bonds — 11,385 — 11,385 — — — — U.S. treasury securities 31,679 — — 31,679 9,143 — — 9,143 Foreign exchange contracts — 384 — 384 — 1,231 — 1,231 Total $ 310,647 $ 68,326 $ — $ 378,973 $ 368,763 $ 92,002 $ — $ 460,765 Liabilities: Foreign exchange contracts $ — $ — $ — $ — $ — $ 1 $ — $ 1 Total $ — $ — $ — $ — $ — $ 1 $ — $ 1 |
Hedging Activity
Hedging Activity | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Hedging Activity | Hedging Activity Balance Sheet Hedging - Hedging of Foreign Currency Assets and Liabilities During the year ended December 31, 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. The notional amount of derivative instruments acquired during the period was $355.4 million . The Company accounts for derivative instruments as other current assets and liabilities on the balance sheet and measures them at fair value with changes in the fair value recorded as other income / (expense). These derivative instruments do not subject the Company to material balance sheet risk due to exchange rate movements because gains and losses on these derivatives are intended to offset gains and losses on the assets and liabilities being economically hedged. As of year-end, the Company had the following outstanding foreign exchange forward contracts: December 31, 2015 December 31, 2014 Notional Value Sold Notional Value Purchased Notional Value Sold Notional Value Purchased (US dollars in thousands) Australian dollar $ 17,148 $ 6,953 $ 16,004 $ 7,494 British pound 16,959 9,183 16,939 7,284 Euro 13,364 2,245 2,344 547 Philippine peso 9,560 9,560 7,540 5,020 Czech crown 6,621 6,320 6,510 4,710 Canadian dollar 5,488 4,034 796 1,267 Japanese yen 4,435 — 3,355 — New Zealand dollar 505 — 258 — Mexican peso 387 252 268 110 Total $ 74,467 $ 38,547 $ 54,014 $ 26,432 The fair value of the derivative instruments reported on the Company’s Consolidated Balance Sheet were as follows: Asset Derivatives Liability Derivatives Balance Sheet Location December 31, 2015 December 31, 2014 Balance Sheet Location December 31, 2015 December 31, 2014 Derivatives and forward contracts Fair Value Fair Value Fair Value Fair Value (US dollars in thousands) Foreign exchange contracts Other current assets $ 384 $ 1,231 Other current liabilities $ — $ 1 Total $ 384 $ 1,231 $ — $ 1 The effect of derivative instruments on the Statement of Comprehensive Loss was as follows for the periods presented: Location of net gain (loss) recognized in income on derivatives Amount of net gain (loss) recognized in income on derivatives during the Twelve Months Ended December 31, Derivatives and forward contracts 2015 2014 2013 (US dollars in thousands) Foreign exchange contracts Other income/ (expense), net $ 889 $ 1,446 $ 1,095 Total $ 889 $ 1,446 $ 1,095 The Company has entered into all of its foreign exchange contracts with a single counterparty. During the periods such contracts are open, the Company is subject to a potential maximum amount of loss due to credit risk equal to the gross fair value of the derivative instruments if the counterparty to the instruments failed completely to perform according to the terms of the contracts. Generally, we have the right of offset for gains earned and losses incurred under these agreements. Our agreements with the counterparty do not require either party to provide collateral to mitigate the credit risk of the agreements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment As of year end, property and equipment consisted of: December 31, 2015 2014 (dollars in thousands) Computer equipment $ 102,889 $ 68,630 Purchased software 31,125 30,039 Internally developed software 20,553 16,046 Leasehold improvements 26,896 14,942 Furniture, fixtures and office equipment 15,674 9,292 Total property and equipment 197,137 138,949 Accumulated depreciation and amortization (107,494 ) (80,410 ) Property and equipment, net $ 89,643 $ 58,539 Depreciation and amortization expense was $30.4 million , $20.1 million and $15.7 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangible Assets The change in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 was as follows: (dollars in thousands) Balance as of January 1, 2014 $ 84,478 Adjustments to prior year business combinations (248 ) Goodwill acquired: Venda business combination July 2014 27,228 WMS business combination September 2014 14,752 Foreign exchange adjustment (3,161 ) Balance as of December 31, 2014 123,049 Adjustments to prior year business combinations (2,376 ) Goodwill acquired: Bronto business combination June 2015 157,058 Monexa business combination August 2015 18,602 Foreign exchange adjustment (4,377 ) Balance as of December 31, 2015 $ 291,956 The Company does not have a history of goodwill impairments. The carrying amount of other intangible assets was as follows: Gross carrying amount Accumulated amortization Net carrying amount December 31, 2015 (dollars in thousands) Developed technology $ 50,223 $ (21,797 ) $ 28,426 Trade name 8,644 (4,529 ) 4,115 Customer relationships 52,782 (24,555 ) 28,227 Non-competition agreements 822 (822 ) — Favorable lease 255 (43 ) 212 Total $ 112,726 $ (51,746 ) $ 60,980 December 31, 2014 (dollars in thousands) Developed technology $ 27,432 $ (15,073 ) $ 12,359 Trade name 5,305 (2,696 ) 2,609 Customer relationships 32,959 (15,622 ) 17,337 Non-competition agreements 962 (863 ) 99 Total $ 66,658 $ (34,254 ) $ 32,404 The total amortization expense for other intangible assets was $17.9 million , $10.0 million and $6.7 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Future amortization of intangible assets recorded as of December 31, 2015 is expected to be as follows: Fiscal year ending December 31: (dollars in thousands) 2016 $ 17,473 2017 13,645 2018 11,295 2019 9,409 2020 5,627 Thereafter 3,531 Total $ 60,980 |
Accrued Compensation
Accrued Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Compensation | Accrued Compensation Accrued compensation as of December 31, 2015 and 2014 consists of: December 31, 2015 2014 (dollars in thousands) Sales commission $ 24,622 $ 19,675 Employee bonus 12,451 12,453 Employee benefits, payroll taxes and other 18,513 8,953 Total accrued compensation $ 55,586 $ 41,081 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Long-term Debt, Unclassified [Abstract] | |
Long-term Debt | Long-term Debt 0.25% Convertible Senior Notes In June 2013, the Company issued at par value $310.0 million of 0.25% convertible senior notes due June 1, 2018 (the “Notes”). Interest is payable semi-annually in arrears on December 1 and June 1 of each year, commencing December 1, 2013. The Notes are governed by an indenture dated as of June 4, 2013, between the Company, as issuer, and Wells Fargo Bank, National Association, as trustee. The Notes do not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior debt or other indebtedness, or the issuance or repurchase of securities by the Company. The Notes are unsecured and rank senior in right of payment to the Company's future indebtedness that is expressly subordinated in right of payment to the Notes, rank equal in right of payment to the Company's existing and future unsecured indebtedness that is not so subordinated. The Notes are effectively subordinated in right of payment to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all existing and future indebtedness, liabilities incurred by our subsidiaries including trade payables, and preferred stock of the Company. Upon conversion, the Company may choose to pay or deliver, as the case may be, either cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock. If converted, holders will receive, at the Company's election, cash and/or shares of the Company's common stock for the principal amount of the Notes and any amounts in excess of the principal amounts. The Company intends to settle the principal amount of the Notes with cash if converted. The initial conversion rate is 8.6133 shares of the Company's common stock per $1,000 principal amount of Notes, subject to anti-dilution adjustments. The initial conversion price is approximately $116.10 per share of the Company's common stock and represents a conversion premium of approximately 35% based on the last reported sale price of the Company's common stock of $86.00 on May 29, 2013, the date the Notes offering was priced. The conversion rate is subject to adjustment from time to time upon the occurrence of certain events, including, but not limited to, the issuance of stock dividends and payment of cash dividends. Holders of the Notes will not receive any cash payment representing accrued and unpaid interest upon conversion of a Note unless the conversion date occurs after a regular record date related to the Notes and prior to the related interest payment date. At any time prior to the close of business on the business day immediately preceding March 1, 2018, holders may convert their Notes at their option only under the following circumstances: ● during any calendar quarter commencing after the calendar quarter ending on September 30, 2013 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; ● during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; or ● upon the occurrence of certain corporate transactions described in the indenture governing the Notes. On and after March 1, 2018 until the close of business on the business day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. If a make-whole fundamental change (as defined in the Indenture governing the Notes) occurs when the Company's stock price is between $86.00 and $275.00 per share and a holder elects to convert its Notes in connection with such make-whole fundamental change, such holder may be entitled to an increase in the conversion rate as provided for in the Indenture governing the Notes. As of December 31, 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 $3.4 million as of December 31, 2015 , and are included in other assets. The Notes consisted of the following as of December 31, 2015 : (in thousands) Equity component (1) $ 60,931 Liability component : Principal 310,000 Less: debt discount, net (32,045 ) Net carrying amount $ 277,955 Fair value - level 2 $ 307,024 (1) Included in the consolidated balance sheets within additional paid-in capital, net of the $1.7 million in equity issuance costs. The Notes are carried at face value less any unamortized debt discount and also require disclosure of an estimate of fair value. The Company considers the fair value of the Notes at each balance sheet date to be a level 2 measurement because it is determined based on a recent quoted market price or dealer quote for the Notes. The Notes quoted market price or dealer quote is based on the trading price of the Company's common stock and market activity that is less than an active exchange. As of December 31, 2015 , the remaining life of the Notes is approximately 2.50 years . The following table sets forth total interest expense recognized related to the Notes during the twelve months ended December 31, 2015 , 2014 and 2013: December 31, 2015 2014 2013 (in thousands) Contractual interest expense $ 775 $ 775 $ 446 Amortization of debt issuance costs 1,294 1,237 696 Amortization of debt discount 12,245 11,673 6,620 Total $ 14,314 $ 13,685 $ 7,762 Effective interest rate 5.4% In connection with issuing at par value $310.0 million of 0.25% convertible senior notes due June 1, 2018, our Board of Directors approved the use of $30.0 million of the net proceeds to repurchase 348,837 shares of our common stock for $30.0 million , or $86.00 per share. The Company has since retired these shares. Related Party Debt On October 31, 2007, the Company entered into a perpetual software license agreement with Oracle USA, Inc. (“Oracle USA”), a related party, to license Oracle database and application server software, along with technical support. This license agreement had a forty-two month term that allowed the Company to download an unlimited number of perpetual licenses and was financed pursuant to notes issued to Oracle USA, Inc. at a rate of 6.20% per annum. In May 2010, the Company entered into an amendment to the perpetual software license agreement with Oracle USA. The amendment provides for a 37-month extension of unlimited licenses to the October 2007 license agreement from Oracle and was financed pursuant to notes issued to Oracle USA, Inc. at a rate of 2.12% per annum. On February 28, 2013, the Company entered into the third amendment to the perpetual software license agreement with Oracle USA ("Amendment"). The Amendment provides for a 48-month extension to the May 2010 second amendment to the Oracle unlimited license agreement. The Amendment provides that the Company will pay a one-time fee of $13.1 million to extend the term for unlimited licenses from May 31, 2014 to May 31, 2018. The Amendment also provides for technical support services. The Company paid $2.4 million for the support services from February 28, 2013 to February 27, 2014. The Company renewed the support service agreement for $4.3 million in February 2014, 2015, and 2016. Further, the Company renewed the support services for the two subsequent annual periods at the same rate. The support services to be provided to the Company by Oracle automatically renew unless the Company provides written notice of cancellation at least 60 days prior to the support renewal date. The Company financed the license fees due under the Amendment pursuant to a note issued to Oracle Credit Corporation. The note bears interest at a rate of 2.0% per annum with payments scheduled over the term of the amendment. The Company discounted the note at a rate of 4.5% because it approximates the interest rate the Company would obtain on the open market. The $12.4 million discounted note value was recorded as an asset addition to property and equipment that will be depreciated over seven years. Future debt payments under notes payable as of December 31, 2015 are as follows: (in thousands) Years ending: 2016 $ 3,119 2017 3,119 Future debt payments 6,238 Amount representing interest 310 Present value of future debt payments $ 5,928 The current and long-term portions of the notes payable, recorded in other current liabilities and other long-term liabilities, respectively, are as follows for the periods indicated: December 31, 2015 2014 (dollars in thousands) Current portion $ 2,901 $ 2,774 Long-term portion 3,027 5,928 Total long-term debt $ 5,928 $ 8,702 The maximum amount outstanding under the notes was $8.8 million and $11.8 million during the years ended December 31, 2015 and 2014 , respectively. The following table details payments to Oracle USA and Oracle Credit Corporation for support services and license fees related to the following years: Twelve Months Ended December 31, 2015 2014 2013 (dollars in thousands) License fee $ 2,774 $ 3,054 $ 2,612 Support 4,300 4,300 2,380 Interest 345 464 431 Total paid $ 7,419 $ 7,818 $ 5,423 |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Lease Commitments [Abstract] | |
Lease Commitments | Lease Commitments The Company leases computer equipment and purchased software from various parties under capital lease agreements that expire through December 2017. The total outstanding balance financed under capital leases was $ 39,000 and $238,000 at December 31, 2015 and 2014 , respectively. Accumulated amortization on the leased assets was $2.7 million and $2.4 million at December 31, 2015 and 2014 , respectively. Amortization of assets recorded under the capital leases is included in depreciation expense. The current and long-term portions of the capital leases have been recorded in other current liabilities and other long-term liabilities, respectively, on the consolidated balance sheets. The current and long-term portions of capital lease were as follows: December 31, 2015 2014 (dollars in thousands) Current portion $ 36 $ 195 Long-term portion 3 43 Total debt related to capital leases $ 39 $ 238 The Company also has several non-cancelable operating leases, primarily for its facilities, that expire through 2025. Certain of these leases contain renewal options for periods ranging from two to five years and require the Company to pay executory costs such as maintenance, taxes, and insurance. The Company leases office space in the U.S. and throughout the world with various expiration dates through 2025. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease including any periods of free rent and rent concessions. Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and the future minimum capital lease payments as of December 31, 2015 are as follows: Capital leases Operating leases Total (dollars in thousands) Years ending: 2016 $ 36 $ 19,027 $ 19,063 2017 3 24,140 24,143 2018 — 24,244 24,244 2019 — 20,615 20,615 2020 — 15,575 15,575 Thereafter — 28,484 28,484 Future minimum lease payments 39 $ 132,085 $ 132,124 Amount representing interest — Present value of future minimum lease payments $ 39 Rental expenses for operating leases were $20.4 million , $15.4 million and $11.1 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Sublease income, which is recorded as reduction on of rental expense, was $448,000 and $321,000 for the years ended December 31, 2015 and 2014 , respectively and negligible for 2013 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies Legal Proceedings The Company is involved in various legal proceedings and receives claims from time to time, arising from the normal course of business activities. In the Company’s opinion, resolution of these matters is not expected to have a material adverse impact on its consolidated results of operations, cash flows or our financial position. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation Stock-based Plans The Company maintains the 2007 Plan for the purpose of granting incentive stock options, nonstatutory stock options, RSUs, PSs, stock appreciation rights and PSUs to its employees and directors. Additionally, the Company has an additional plan, the 1999 Stock Plan ("the 1999 Plan"), with options outstanding from which it will not grant any additional awards. The 2007 Plan, adopted by the Company's Board of Directors in June 2007 and effective in December 2007, reserved shares of common stock for issuance under the plan. As of December 31, 2015 , 6,169,789 shares remained available for future grants under the 2007 Plan. Options cancelled under the 1999 Plan are added to the shares available for issuance under the 2007 Plan when those cancellations occur. The 2007 Plan also provides for annual increases in the number of shares available for issuance on the first day of each fiscal year equal to the lower of a) 9,000,000 shares of the Company's common stock; b) 3.5% of the Company's aggregate common stock outstanding plus common stock issuable pursuant to outstanding awards under the Company's equity plans; or c) such other amount as the Board of Directors may determine. The exercise price for options granted under the 1999 Plan and the 2007 Plan is the fair market value of an underlying share of common stock on the date of grant. If an optionee, at the time the option is granted, owns stock totaling more than 10% of the total combined voting rights of all classes of stock of the Company (a " 10% Owner"), the exercise price for such options will not be less than 110% of the fair value of an underlying share of common stock on the date of grant. Options generally vest over a four year period and have a term of 10 years from the date of grant. Options granted under the 2007 Plan to 10% Owners have a maximum term of 5 years . Amounts recognized in the financial statements related to the 2007 Plan are as follows: December 31, 2015 2014 2013 (dollars in thousands) Total cost of stock-based plan during the year $ 110,593 $ 97,895 $ 74,759 Capitalized stock-based compensation (1,503 ) (1,415 ) (1,099 ) Previously capitalized stock-based compensation amortized during the year 1,140 860 505 Stock-based compensation expense $ 110,230 $ 97,340 $ 74,165 Foreign income tax associated with stock-based compensation $ 278 $ 310 $ 249 The Company issues new shares of common stock upon the exercise of stock options, the granting of restricted stock, the vesting of RSUs, PSs and PSUs, and the granting of shares through the employee stock purchase plan ("ESPP"). During the first quarter of 2015, the Company granted 91,929 performance shares (“ PS 2015”), 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 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 2015 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 during which the performance metrics are set. During the third quarter of 2014, the Company granted 559,456 PS to selected executives. This PS grant is subject to the Company's performance in 2015, 2016 and 2017. The PS vesting is contingent upon the Company meeting certain company-wide revenue and non-GAAP operating margin performance goals (performance-based) in 2015, 2016 and 2017. The Company's Board of Directors set the performance metrics in the third quarter of 2014 for the entire performance period. The related stock-based compensation expense is determined based on the value of the underlying shares on the date of grant and is recognized over the vesting term. During the interim financial periods, management estimates the probable number of PS that will be vested until the achievement of the performance goals is known. During the fourth quarter of 2013, the Company granted 83,946 performance shares units (“2013 PSU"), with a fair value of $94.13 per share, to selected executives and other key employees. The 2013 PSU vesting is contingent upon the Company meeting certain company-wide revenue performance goals (performance-based) in the beginning of 2014 through 2015. The Company's Board of Directors set the performance metrics on the grant date in December 2013. 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 2013 PSUs that will be granted until the achievement of the performance goals are known at December 31, 2015. During the first quarter of 2012, the Company granted 341,750 PS, with a fair value of $50.38 per share, to selected executives and other key employees. These PS grants were equally divided into two tranches: shares that are subject to the Company's performance in 2012 and 2014 ("PS 2014"). The PS vesting for each tranche is contingent upon the Company meeting certain company-wide revenue and non-GAAP operating margin performance goals (performance-based) in 2012 and 2014, respectively, which were set by the Board of Dirctors at the time of grant. Additionally, in the first quarter of 2012, the Company also awarded these employees 170,875 PS for 2013 ("PS 2013") and an additional 170,875 PS award for 2014 ("PS 2014ii"). The BOD set the performance metrics for the PS 2014ii award and the PS 2013 award in first quarters of 2014 and 2013, respectively. The PS are subject to term vesting conditions. The PS fair value and the related stock-based compensation expense are determined based on the value of the underlying shares on the date of grant and is recognized over the vesting term. During the interim financial periods, management estimates the probable number of PS that will be awarded until the achievement of the performance goals is known which is typically in the first quarter of the following year. For the PS 2015 awards, the Company achieved 123% of its company-wide performance goals, resulting the Company awarding an additional 9,404 shares to select executives and key employees. The PS 2015 grants vest 1/3 per year with the initial vesting event in February 2016. For the 2013 PSUs awards, the Company achieved 86% of its 2015 company-wide performance goals, resulting in the Company reducing the awards to select executives and key employees by 11,355 shares. The 2013 PSU grants vest 1/3 per year with the initial vesting event in February 2016. For the PS 2014 award, the Company achieved 200% of its company-wide performance goals resulting in the Company awarding an additional 154,750 shares to select executives and key employees. The PS 2014 grants vest 1/3 per year with the initial vesting event in February 2015. For the PS 2014ii, the Company achieved 126% of its company-wide performance goals resulting in the Company awarding an additional 31,183 shares to select executives and key employees. The PS 2014ii grants vest 1/3 per year with the initial vesting event in February 2015. For the PS tranche granted for 2013, the Company achieved 137% of its company-wide performance goals resulting in the Company awarding an additional 72,542 shares to select executives and key employees. The 2013 PS grants vest 1/3 per year with the initial vesting event in February 2014. As of December 31, 2015 and 2014 , all outstanding stock-based payment awards qualified for classification as equity. Stock Options A summary of the Company's stock option activity during the year ended December 31, 2015 was as follows: Shares Weighted-average exercise price per share Weighted-average remaining contractual term (in years) Aggregate intrinsic value (dollars and shares in thousands, except per share amounts) Outstanding at January 1, 2015 2,111 $55.30 Granted 429 94.32 Exercised (562) 25.25 Cancelled and forfeited (130) 93.51 Outstanding at December 31, 2015 1,848 70.80 6.93 $ 37,782 Vested and expected to vest 1,763 69.69 6.84 37,655 Exercisable at December 31, 2015 1,088 56.03 5.83 35,735 The total intrinsic value of the options exercised was $37.5 million , $25.4 million and $75.9 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. As of December 31, 2015 , there was $23.0 million of total unrecognized compensation cost, net of estimated forfeitures, related to stock option grants that are expected to be recognized over a weighted-average period of 2.4 years. The Company uses the Black-Scholes pricing model to determine the fair value of stock options. The fair value of each option grant is estimated on the date of the grant. The weighted-average grant date fair value of options granted and the range of assumptions using the model are as follows for the periods presented: Year ended December 31, 2015 2014 2013 Weighted-average fair value of options granted $34.54 $36.09 $35.44 Expected term 4.6 years 4.3 years 6.1 years Expected volatility 42% 44% 46% Risk-free interest rate 1.51% 1.33% 1.16% Dividend yield none none none The assumptions are based on the following for each of the years presented: Expected Term. Prior to first quarter of 2014, the Company estimated the expected term consistent with the simplified method identified by the SEC. The Company elected to use the simplified method due to a lack of term length data since the Company completed its initial public offering in December 2007 and its stock options meet the criteria of the “plain-vanilla” options as defined by the SEC. The simplified method calculates the expected term as the average of the vesting and contractual terms of the award. Effective the first quarter of 2014, the Company changed its methodology for estimating the expected term assumption used to determine employee stock option grant fair value. The Company changed from the simplified method to a historical data method because the Company believes it has sufficient data to estimate the stock option exercise period based on historical stock option activity and historical employee termination data. Volatility. The expected volatility being used is based on the Company's volatility over the historical period equivalent to the expected term. Risk Free Interest Rate. The risk free interest rate is based on the U.S. Treasury's zero coupon issues with remaining terms similar to the expected term on the options. Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. Forfeitures. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting forfeitures and records stock-based compensation expense only for those awards that are expected to vest. All stock option awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. If the Company's actual forfeiture rate is materially different from its estimate, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. Restricted Stock Units, Restricted Stock, Performance Share and Performance Share Units A summary of the Company's RSU, RS, PS and PSU activity during the year ended December 31, 2015 is as follows: Shares Weighted-average grant date fair value per share Aggregate intrinsic value (dollars and shares in thousands, except per share amounts) Nonvested at January 1, 2015 2,969 $80.59 Granted 1,563 92.73 Vested (1,249) 73.67 Cancelled and forfeited (266) 89.18 Nonvested at December 31, 2015 3,017 $90.95 $ 253,954 For the restricted stock units, restricted stock, performance shares and performance share units that vested during the years ended December 31, 2015 , 2014 and 2013 , the total intrinsic value was $118.2 million , $122.2 million and $145.3 million , respectively. In accordance with the Bronto acquisition agreement, in the third quarter of 2015, the Company granted $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 vest over four years in accordance with the terms of the Company's equity compensation plan. The fair value of the equity grants will be recognized as stock-based compensation expense in the Company's statement of operations over the four year vesting period. Compensation expense for RSUs, restricted stock, PS and PSUs is determined based on the value of the underlying shares on the date of grant. The typical RSUs, restricted stock, PS and PSU fair value is based on market value of shares on the grant date (the intrinsic value). As of December 31, 2015 , there were $173.9 million of total unrecognized compensation costs, net of estimated forfeitures, related to RSUs, restricted stock, PSs and PSUs that is expected to be recognized over a weighted-average period of 2.8 years. Reserved for Future Issuance The Company has reserved the following shares of authorized but unissued common stock for future issuance: December 31, 2015 (shares in thousands) Options outstanding 1,848 RSUs, PSs, PSUs and restricted stock awards outstanding 3,017 Shares available for future grants 6,170 Total 11,037 Employee Stock Purchase Plan In March 2015, the Company's Board of Directors adopted an employee stock purchase plan, and reserved 3,500,000 shares of the Company’s common stock for issuance. Under the ESPP, employees may purchase the Company’s common stock through accumulated payroll deductions. Stock purchase rights are granted to eligible employees during a six month offering period with a purchase dates at the end of each offering period. The offering periods generally commence each May 1 and November 1. Shares are purchased through employees’ payroll deductions, up to a maximum of 15% of employees’ compensation, at purchase prices equal to 85% of the lesser of the fair market value of the Company’s common stock at either the date of the employee’s entrance to the offering period or the purchase date. No participant may purchase more than $25,000 worth of common stock in one calendar year. The ESPP's initial purchase period began in November 2015 so no shares had been purchased or distributed as of December 31, 2015. The Company uses the Black-Scholes pricing model to determine the fair value of ESPP grants. The fair value of each grant is estimated on the date of the grant. The weighted-average grant date fair value of shares granted and the range of assumptions using the model are as follows for the period presented: Year ended December 31, 2015 Weighted-average fair value per share of grants $84.94 Expected term 0.5 years Expected volatility 29% Risk-free interest rate 0.34% Dividend yield none The assumptions are based on the following for each of the years presented: Expected Term. The estimated life for the ESPP grants is estimated based on an actual analysis of expected life. The estimated life for shares issued pursuant to our ESPP is based on the six month term; Volatility. The expected volatility being used is based on the Company's volatility over the historical period equivalent to the expected term. Risk Free Interest Rate. The risk free interest rate is based on the U.S. Treasury's zero coupon issues with remaining terms similar to the expected term on the options. Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. Forfeitures. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting forfeitures and records stock-based compensation expense only for those awards that are expected to vest. All stock-based payments are amortized on a straight-line basis over the six month contribution period. If the Company's actual forfeiture rate is materially different from its estimate, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. As of December 31, 2015 , there was $1.2 million of total unrecognized compensation cost, net of estimated forfeitures, related to ESPP grants that are expected to be recognized over a weighted-average period of 0.3 years . |
Other Employee Benefits
Other Employee Benefits | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Other Employee Benefits | Other Employee Benefits Plans The Company has a defined contribution retirement plan ("the Plan") that covers substantially all domestic employees of the Company. The Plan allows employees to contribute gross salary through payroll deductions up to the legally mandated limit based on their jurisdiction. During the years ended December 31, 2015 and 2014 , the maximum annual employer contribution match was $6,000 and $4,000 , respectively. The Company also contributes to various retirement plans for its employees outside the United States. The Company contributed $8.9 million , $5.3 million and $3.9 million to its various retirement plans for the years ended December 31, 2015 , 2014 and 2013 , respectively. The Company recorded a total of $300,000 in 2015, $97,000 in 2014 and $188,000 in 2013 in service and interest costs and actuarial losses relating to its statutory pension benefit obligation for its employees in Manila, Philippines. Included in long-term liabilities is the total unfunded projected benefit obligation for this plan which is approximately $842,000 and $574,000 as of December 31, 2015 and 2014 , respectively. During fiscal years 2015 , 2014 and 2013 , the Company recorded $185,000 , $186,000 and $126,000 respectively, in periodic benefit costs for this plan with a corresponding decrease in accumulated other comprehensive income. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Income Taxes The components of income (loss) before income taxes attributable to domestic and foreign operations are as follows: Year ended December 31, 2015 2014 2013 (dollars in thousands) Income / (loss) before income taxes is as follows: Domestic $ (131,015 ) $ (100,608 ) $ (76,715 ) Foreign 653 2,737 7,205 Total $ (130,362 ) $ (97,871 ) $ (69,510 ) Foreign income has decreased year over year as a result of the Company’s acquisition of foreign subsidiaries that generate losses. Due to the Company’s foreign mix of earnings, the Company’s net tax expense does not directly correlate to the overall foreign earnings. The federal, state and foreign income tax provisions (benefit) for the years ended December 31, 2015, 2014 and 2013 are summarized as follows: Year ended December 31, 2015 2014 2013 (dollars in thousands) Current taxes: Federal $ — $ — $ — State 130 6 (29 ) Foreign 2,646 3,089 1,236 Total current taxes $ 2,776 $ 3,095 $ 1,207 Deferred taxes: Federal $ (7,074 ) $ 240 $ (974 ) State (756 ) (36 ) (70 ) Foreign (565 ) (1,133 ) 736 Total deferred taxes (8,395 ) (929 ) (308 ) Total $ (5,619 ) $ 2,166 $ 899 During the quarter ended June 30, 2015, the Company recorded approximately $8.3 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 of approximately $8.3 million for 2015. During the quarter ended March 31, 2013, the Company recorded approximately $1.1 million of additional net deferred tax liabilities related to the WH acquisition. These additional deferred tax liabilities create a new source of taxable income, thereby requiring us to release a portion of our deferred tax asset valuation allowance with a related reduction in income tax expense of approximately $1.1 million for 2013. A reconciliation of the statutory U.S. federal income tax rate to the Company's effective income tax rate is as follows: Year ended December 31, 2015 2014 2013 Federal statutory income tax rate 35.0 % 35.0 % 35.0 % State tax, net of federal benefit 0.2 % 1.8 % (0.1 )% Foreign rate differential (1.7 )% (2.3 )% (2.3 )% Share-based compensation (7.3 )% (8.4 )% (8.7 )% Meals and entertainment (0.3 )% (0.3 )% (0.3 )% Other permanent differences (1.6 )% (2.3 )% (2.1 )% Valuation allowance (20.0 )% (25.7 )% (22.8 )% Effective income tax rate 4.3 % (2.2 )% (1.3 )% Significant components of the Company's deferred tax assets are as follows: December 31, 2015 2014 (dollars in thousands) Deferred tax assets: Deferred revenue $ 5,128 $ 5,146 Other reserves and accruals 15,258 12,878 Share-based compensation 23,468 20,675 Federal operating loss carryforwards 137,878 112,949 State and foreign net operating loss carryforwards 13,015 14,809 Research and development credits 3,814 3,840 Deferred tax assets 198,561 170,297 Deferred tax liabilities: Property and equipment $ (1,105 ) $ (797 ) Convertible debt (11,822 ) (16,348 ) Acquired intangible assets (9,974 ) (4,598 ) Goodwill (1,195 ) (670 ) Deferred tax liabilities (24,096 ) (22,413 ) Net deferred tax assets, before valuation allowance 174,465 147,884 Valuation allowance (175,076 ) (148,682 ) Net deferred tax liabilities $ (611 ) $ (798 ) ASC 740, Income Taxes , provides for the recognition of deferred tax assets if realization of such assets is more likely than not. In assessing the need for a valuation allowance in 2015 , the Company considered all available evidence both positive and negative, including historical levels of income, legislative developments, expectations and risks associated with estimates of future taxable income, and prudent and feasible tax planning strategies. As a result of this analysis for the year ended December 31, 2015 , the Company has determined that it is more likely than not that it will not realize the benefits of its deferred tax assets in the U.S. and Japan due to continuing losses and therefore has recorded a valuation allowance to reduce the carrying value of these deferred tax assets to zero. The additional deferred tax assets relate to operations in foreign jurisdictions where the Company has determined that it is more likely than not that the deferred tax assets will be realized. As of December 31, 2015 , the Company had approximately $865.0 million of consolidated federal net operating loss carryforwards and $328.4 million of California net operating loss carryforwards available to offset future taxable income, respectively. The federal net operating loss carryforwards expire in varying amounts between 2018 and 2035 . The California net operating loss carryforwards expire in varying amounts between 2016 and 2035 . The Company also had approximately $205.1 million of gross other state net operating loss carryforwards available to offset future taxable income which will expire in varying amounts between 2016 and 2035 . In addition, there were $11.0 million of gross non-U.S. net operating loss carryforwards as of December 31, 2015 , $5.8 million of which expire between 2017 and 2022 with the remaining carryforwards having an indefinite life. The net operating losses include approximately $140.6 million relating to the tax benefit of stock option exercises that, when realized, will be recorded as a credit to additional paid-in capital. During 2015 , the Company recorded approximately $242,000 of tax benefits related to stock-based compensation that were credited to stockholder's equity during the year. The Company also had approximately $5.2 million of federal and $2.6 million of California research and development tax credit carryforwards at the end of 2015 . The federal credits expire in varying amounts between 2019 and 2028 . The California research credits do not expire. The foreign and other state research and development tax credit carryforwards are not material at the end of 2015 . The Company's ability to utilize the net operating loss and tax credit carryforwards in the future may be subject to substantial restrictions in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code and similar state tax laws. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before utilization. The Company has not provided for U.S. income or foreign withholding taxes on its undistributed earnings from its non-U.S. operations as of December 31, 2015 because the Company intends to indefinitely reinvest such earnings offshore. The undistributed earnings are approximately $5.7 million . The residual tax liability if such earnings were remitted may be reduced by foreign tax credits or other tax adjustments. However, we estimate that liability to be approximately $2.0 million . ASC 740 requires the Company to recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The following table summarizes the activity related to unrecognized tax benefits for the periods presented: Years ended December 31, 2015 2014 2013 (dollars in thousands) Beginning balance - unrecognized tax benefits, gross $ 15,460 $ 3,653 $ 3,388 (Decrease) / Increases- related to prior year positions (11,192 ) 8,552 300 (Decrease) / Increases- current year tax positions 91 3,374 — (Decrease) / Increases- due to lapses (242 ) (119 ) (31 ) Other (36 ) — (4 ) Ending balance- unrecognized tax benefits, gross $ 4,081 $ 15,460 $ 3,653 The state unrecognized tax benefits included in these amounts are reported gross instead of net of federal benefit. The Company had gross unrecognized tax benefits of $4.1 million , $15.5 million and $3.7 million at December 31, 2015 , 2014 and 2013 respectively. At December 31, 2015, 2014 and 2013, there were an estimated $114,000 , $190,000 and $337,000 , respectively of unrecognized tax benefit that if recognized would affect the annual effective tax rate. The change in unrecognized tax benefits in 2015 is primarily related to net operating losses that will never be used based on the outcome of California state litigation not involving the Company related to allowable apportionment methods used in calculating net operating losses, combined with a nominal change due to the expiration of certain statute of limitations and the net accrual for uncertain tax positions based upon the annual analysis. The change in unrecognized tax benefits in 2014 was primarily related to net operating losses that were not yet utilized to offset taxable income combined with a nominal change due to the expiration of certain statute of limitations and the net accrual for uncertain tax positions based upon the annual analysis. The change in 2013 was primarily due to the expiration of certain statute of limitations and the net accrual for uncertain tax positions based upon the annual analysis. The Company does not anticipate material changes in the total amount of its unrecognized tax benefits within 12 months of the reporting date. The Company accrues interest and penalties related to unrecognized tax benefits within the provision for income taxes. As of December 31, 2015, the Company had $9,000 of accrued interest and penalties recorded on the balance sheet related to unrecognized tax benefits, and $43,000 as of December 31, 2014. The Company files federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. Due to its net operating loss carryforwards, the Company's income tax returns generally remain subject to examination by federal and most state tax authorities. In most of our significant foreign jurisdictions, the 2009 through 2014 tax years remain subject to examination by their respective tax authorities. One of the Company’s Canadian subsidiaries is currently under examination. We do not anticipate any material adjustments to the financial statements as a result of this audit. |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2015 | |
Net Loss Per Common Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is computed by giving effect to all potential dilutive shares of common stock, including options, restricted stock units ("RSUs"), performance share units ("PSUs"), performance shares ("PS"), employee stock purchase plan shares and convertible debt shares. Basic and diluted net loss per share of common stock were the same for all periods presented as the impact of all potentially dilutive securities outstanding was anti-dilutive. The following table presents the calculation of the numerator and denominator used in the basic and diluted net loss per common share: December 31, 2015 2014 2013 (dollars and shares in thousands, except per share amounts) Numerator: Net loss attributable to NetSuite Inc. common stockholders $ (124,743 ) $ (100,037 ) $ (70,409 ) Denominator: Weighted-average number of common shares outstanding used in computing basic and diluted net loss per common share 78,521 76,174 74,085 Net loss per common share, basic and diluted $ (1.59 ) $ (1.31 ) $ (0.95 ) The Company’s unvested RSUs, PSUs and PS do not contain non-forfeitable rights to dividends and dividend equivalents. As such, unvested RSUs, PSUs and PS are not participating securities and the Company is not required to use the two-class method to calculate diluted earnings per share in periods when the Company has net income. The following table presents the weighted average potential shares that are excluded from the computation of diluted net loss per common share for the periods presented because including them would have had an anti-dilutive effect: December 31, 2015 2014 2013 (shares in thousands) Options to purchase shares of common stock 2,130 2,102 2,196 Unvested RSUs, PSs, PSUs, restricted stock awards and ESPP shares 2,957 2,743 3,020 Total 5,087 4,845 5,216 The effect of the Notes is reflected in diluted earnings per share by application of the treasury stock method as the Company intends to settle the principal amount of the Notes in cash upon conversion. During the year ended December 31, 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 | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company has entered into various software license agreements with Oracle USA, Inc., an affiliate of Oracle Corporation. Lawrence J. Ellison, who beneficially owns a significant portion of the Company’s common stock, is the Chief Technology Officer, an Executive Chairman of the Board of Oracle and a principal stockholder of Oracle Corporation. In October 2007, the Company entered into a perpetual license for the use of Oracle database and application server software on a certain number of individual computers, along with technical support. This software license and support agreement has been amended with the latest amendment occurring in February 2013. See Note 10 to the financial statements for the terms of this agreement. Commencing in 2004, the Company entered into a verbal agreement with Oracle Racing, Inc. ("Oracle Racing"), a sailboat racing syndicate. Lawrence J. Ellison, is the primary source of funding for Oracle Racing. Under the terms of the agreement, the Company agreed to supply certain of its cloud-based application services to Oracle Racing in exchange for logo placement on the sailboats. In November 2011, the Company renewed its subscription and professional services agreement with Oracle Racing for an additional 40 months. According to the terms of the agreement, the Company will provide services to Oracle Racing through the end of the American Cup racing season in exchange for logo placement and other advertising services. The estimated value of the Company's services over the term of the agreement is $342,000 . Oracle Racing values its service to be approximately $400,000 over the term of the agreement. Based on the pricing for similar licenses to unaffiliated third parties, the Company calculated the fair market value of the services provided to Oracle Racing to be approximately $67,000 and $62,000 for 2013 and 2012, respectively. The Company did not obtain an independent valuation of the logo placement rights received from Oracle Racing. Based on an estimate received from Oracle Racing, the Company determined the value of the logo placement on the sailboat to be approximately $33,000 during 2013 and 2012. The incremental cost to the Company of providing cloud-based services and the incremental cost to Oracle Racing of providing logo placement rights on the sailboat was nominal. For accounting purposes, total revenue and total costs related to the Oracle Racing agreement will be equal and will be recognized as revenue and expense, respectively, at historical cost. In connection with the license agreements discussed above, the Company recognized $19,000 and $15,000 , respectively, in revenue for the years ended December 31, 2014 and 2013, respectively. During 2015, the Company received no payments from Oracle Racing and recognized $107,000 in revenue. During the third quarter of 2015, the Company entered into a $875,000 sponsorship renewal agreement with Oracle Racing, Inc. The Company will recognize revenue related to this agreement based on the pricing for similar licenses to unaffiliated third parties. The Company has entered into various software license agreements with Oracle Corporation. Lawrence J. Ellison, who beneficially owns a significant portion of the Company’s common stock, is the Chief Technology Officer, an Executive Chairman of the Board of Oracle and a principal stockholder of Oracle Corporation. The Company paid Oracle Corporation $3,000 and $90,000 during the years ended December 31, 2015 and 2014 , respectively, for services it received. The Company received no payments from Oracle Corporation during the year ended December 31, 2015 and recognized no revenue during the period. However, during the year ended December 31, 2014, the Company received payments totaling $124,000 from Oracle Corporation for services it performed. The Company recognized $127,000 and $93,000 in revenue for the years ended December, 31, 2014 and 2013 , respectively. As of December 31, 2015 , the Company had no accounts receivable from Oracle Corporation. In January 2011, the Company’s Chief Technology Officer and Chairman of the Board, purchased property from an entity affiliated with Lawrence J. Ellison, a principal stockholder, (“seller”) for $8.0 million. The seller financed the transaction with a nine year loan. The Company analyzed the transaction and determined that the fair value of the property approximated the fair value of the loan. Consequently, the Company determined there is no compensation expense or a related capital contribution associated with this transaction. In addition to the companies affiliated with Lawrence J. Ellison, the Company enters into sales and purchases agreements with various companies that have a relationship with the Company's executive officers or members of the Company's Board of Directors. The relationships are typically an equity investment by the executive officer or board member in the customer / vendor company or the Company's executive officer or board member is a member of the customer / vendor company's board of directors. The Company has renewed the license agreements and sold additional services to these customers or purchased services from these vendors at various points in time. As of December 31, 2015 , the Company had $532,000 in accounts receivable from other related parties not affiliated with Mr. Ellison. Below is a summary of transactions between the Company and related parties other than Mr. Ellison during the years ended December 31,: 2015 2014 2013 (dollars in thousands) Revenue earned from related party $ 2,838 $ 3,264 $ 2,311 Fees NetSuite paid for services $ 916 $ 918 $ 937 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. During the third quarter of 2015, the Company entered into a $245,000 agreement for Cornerstone on Demand to provide services to the Company. Further, during the fourth quarter of 2015, the Company entered into a $449,000 agreement for the Company to provide services to Cornerstone on Demand. A member of the Company's Board of Directors, Deborah Farrington, is a Founder and General Partner in StarVest Partners. StarVest Partners is an investor in Veracode. During 2015, the Company entered into a $148,000 agreement for the Company to provide services to Veracode. The Company's Chief Financial Officer, Ronald Gill, is a member of the Hubspot board of directors. During the third quarter of 2015, the Company entered into a $207,000 agreement for the Company to provide services to Hubspot. 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. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Schedule II Valuation Qualifying Accounts [Abstract] | |
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | Schedule II Valuation and Qualifying Accounts Additions Beginning balance Charged to operations Charged to deferred revenues Write-offs Ending balance (dollars in thousands) Trade receivables allowance Year ended December 31, 2015 $ 1,886 $ 2,293 $ 4,874 $ (7,065 ) $ 1,988 Year ended December 31, 2014 833 1,446 4,196 (4,589 ) 1,886 Year ended December 31, 2013 $ 701 $ 1,041 $ 1,902 $ (2,811 ) $ 833 All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto. |
Significant Accounting Polici25
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Recent Accounting Standards | Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("FASB") issued new accounting guidance: Balance Sheet Classification of Deferred Taxes. The guidance requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this update. The amendments may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The amendments are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. In the fourth quarter of 2015, the Company elected to early adopt using the prospective method. Therefore, no prior periods were retrospectively adjusted. The adoption did not have a material impact on the Company's consolidated financial statements. In September 2015, the FASB issued new accounting guidance: Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments. The guidance requires the acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined. The business combination guidance is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted, and is to be applied on a prospective basis. The Company has elected not to early adopt. The adoption of the business combination guidance is not expected to have a material impact on the Company's consolidated financial statements. In April 2015, the 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 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 consolidated financial statements In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace most existing U.S. GAAP guidance on this topic. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The FASB deferred the effective date for the new revenue reporting standard for entities reporting under U.S. GAAP for one year from the original effective date. In accordance with the deferral, ASU 2014-09 will become effective beginning after December 15, 2017 for public entities. Early application is permitted for annual reporting periods ending after December 15, 2016. The Company is evaluating the impact of adopting this new accounting standard on its financial statements and has not selected an adoption or a transition method. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Segments | Segments The Company's chief operating decision maker is its Chief Executive Officer ("CEO"), who reviews financial information presented on a consolidated basis, accompanied by information about revenue by geographic region. Accordingly, the Company has determined that it has a single reportable segment, specifically, the provision of cloud-based business management application suites. |
Revenue Recognition | Revenue Recognition The Company generates revenue from two sources: (1) subscription and support; and (2) professional services and other. Subscription and support revenue includes subscription fees from customers accessing its cloud-based application suite and support fees from customers purchasing support. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. Professional services and other revenue include fees from consultation services to support the business process mapping, configuration, data migration, integration and training. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. For the most part, subscription and support agreements are entered into for 12 to 36 months. In aggregate, approximately 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 Company commences revenue recognition when all of the following conditions are met: • There is persuasive evidence of an arrangement; • The service is being provided to the customer; • The collection of the fees is reasonably assured; and • The amount of fees to be paid by the customer is fixed or determinable. In most instances, revenue from new customer acquisition is generated under sales agreements with multiple elements, comprised of subscription and support fees from customers accessing its cloud-based application suite and professional services associated with consultation services. The Company evaluates each element in a multiple-element arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within the Company’s control. Subscription and support have standalone value because they are routinely sold separately by the Company. For the most part, professional services have standalone value because the Company has sold professional services separately and there are several third party vendors that routinely provide similar professional services to its customers on a standalone basis. The Company allocates revenue to each element in an arrangement based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling price (“ESP”), if neither VSOE nor TPE is available. As the Company has been unable to establish VSOE or TPE for the elements of its arrangements, the Company establishes the ESP for each element primarily by considering the weighted average of actual sales prices of professional services sold on a standalone basis and subscription and support including various add-on modules when sold together without professional services, and other factors such as gross margin objectives, pricing practices and growth strategy. The consideration allocated to subscription and support is recognized as revenue over the contract period commencing when the subscription service is made available to the customer. The consideration allocated to professional services is recognized as revenue using the proportional performance method. The total arrangement fee for a multiple element arrangement is allocated based on the relative ESP of each element. However, since the professional services are generally completed prior to completion of delivery of subscription and support services, the revenue recognized for professional services in a given reporting period does not include fees subject to delivery of subscription and support services. This results in the recognition of revenue for professional services that is generally no greater than the contractual fees for those professional services. For single element sales agreements, subscription and support revenue is recognized ratably over the contract term beginning on the provisioning date of the contract. The Company recognizes professional services revenue using the proportional performance method for single element arrangements. Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenues. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of billings or payments received in advance of revenue recognition and is recognized as the revenue recognition criteria are met. The Company generally invoices its customers annually or in monthly or quarterly installments. Accordingly, the deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription agreements. Deferred revenue that will be recognized during the succeeding 12 month period is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue. |
Cost of Revenue | Cost of Revenue Cost of revenue primarily consists of costs related to hosting the Company's cloud-based application suite, providing customer support, data communications expenses, salaries and benefits of operations and support personnel, software license fees, costs associated with website development activities, allocated overhead, amortization expense associated with capitalized internal use software and acquired developed technology assets and property and equipment depreciation. Costs related to professional services are expensed as incurred. |
Deferred Commissions | Deferred Commissions The Company capitalizes commission costs that are incremental and directly related to the acquisition of customer contracts. Commission costs are accrued and capitalized upon execution of the sales contract by the customer. Payments to partners and most sales personnel are made shortly after the receipt of the related customer payment. Payments to managers and above are made either partially or in full once sales contracts are executed. Deferred commissions are amortized over the term of the related non-cancelable customer contract and are recoverable through the related future revenue streams. The Company capitalized commission costs of $119.1 million , $95.5 million and $70.4 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. Commission amortization expense was $101.1 million , $75.2 million and $55.5 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Internal Use Software and Website Development Costs | Internal Use Software and Website Development Costs The Company capitalizes certain development costs incurred in connection with its internal use software and website. These capitalized costs are primarily related to the integrated business management application suite that is hosted by the Company and accessed by its customers on a subscription basis. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal use software is amortized on a straight line basis over its estimated useful life, generally three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. There were no impairments to internal use software during the years ended December 31, 2015 , 2014 and 2013 . The Company capitalized $4.5 million , $4.0 million and $3.2 million in internal use software during the years ended December 31, 2015 , 2014 and 2013 , respectively. Included in the December 31, 2015 , 2014 and 2013 capitalized development costs are $1.5 million , $1.4 million and $1.1 million , respectively, in stock-based compensation costs. Amortization expense totaled $3.5 million , $2.7 million and $1.6 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. The net book value of capitalized internal use software at December 31, 2015 and 2014 was $8.8 million and $7.8 million , respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability approach. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and amounts recognized for income tax reporting purposes, net operating loss carryforwards and other tax credits measured by applying currently enacted tax laws. Valuation allowances are provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. Compliance with income tax regulations requires the Company to make decisions relating to the transfer pricing of revenue and expenses between each of its legal entities that are located in several countries. The Company's determinations include many decisions based on management's knowledge of the underlying assets of the business, the legal ownership of these assets, and the ultimate transactions conducted with customers and other third parties. The calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations in multiple tax jurisdictions. The Company may be periodically reviewed by domestic and foreign tax authorities regarding the amount of taxes due. These reviews may include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the exposure associated with various filing positions, the Company records estimated reserves when it is more likely than not that an uncertain tax position will not be sustained upon examination by a taxing authority. Such estimates are subject to change. See Note 15 for information regarding the impact of the Company's accounting for uncertainty in income taxes. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Cash equivalents are comprised of investments in money market mutual funds and commercial paper. Cash and cash equivalents are recorded at cost, which approximates fair value. |
Goodwill and Intangible Assets | Goodwill and Other Intangible Assets The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company has determined that there is a single reporting unit for the purpose of goodwill impairment tests. For purposes of assessing the impairment of goodwill, the Company annually, on October 1st, estimates the fair value of the reporting unit and compares this amount to the carrying value of the reporting unit. If the Company determines that the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. On October 1, 2015, the Company completed its annual impairment test of goodwill. Based upon that evaluation, the Company determined that its goodwill was not impaired. Other intangible assets, consisting of developed technology, trade name and customer relationships, are stated at cost less accumulated amortization. All other intangible assets have been determined to have definite lives and are amortized on a straight-line basis over their estimated remaining economic lives, ranging from one to seven years. Amortization expense related to developed technology is included in cost of subscription and support revenue while amortization expense related to tradenames and customer relationships is included in sales and marketing expense. |
Long-lived Assets | Long-lived Assets The Company continually monitors events and changes in circumstances that could indicate that carrying amounts of its long-lived assets, including property and equipment and intangible assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. |
Leases | Leases The Company leases worldwide facilities and certain other equipment under non-cancelable lease agreements. The terms of certain lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period and accrues for rent expense incurred but not paid. Under certain leases, the Company also receives reimbursements for leasehold improvements. These reimbursements are lease incentives which are recognized as a liability and are amortized on a straight-line basis over the term of the lease as a reduction of minimum rental expense. The leasehold improvements are included in property, plant and equipment and are amortized over the shorter of the estimated useful life of the improvements or the lease term. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis over the estimated asset lives. The estimated useful lives by asset classification are generally as follows: Asset classification Estimated useful life in years Office equipment 3 Furniture and fixtures 5 Computers 3 Software, perpetual license 3 to 7 Software, license with stated term Term of the license Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in other income. |
Warranties and Indemnification | Warranties and Indemnification The Company's cloud-based application service is typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company's on-line help documentation under normal use and circumstances. The Company includes service level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person's service as a director or officer, including any action by the Company, arising out of that person's services as the Company's director or officer or that person's services provided to any other company or enterprise at the Company's request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. The Company's arrangements include provisions indemnifying customers against liabilities if our products infringe a third-party's intellectual property rights. The Company has not incurred any costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. |
Certain Significant Risks and Uncertainties | Concentration of Credit Risk and Significant Customers and Suppliers Financial instruments potentially exposing the Company to concentration of credit risk consist primarily of cash and cash equivalents, marketable securities, restricted cash and trade accounts receivable. The Company maintains an allowance for doubtful accounts receivables balance. The allowance is based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with problem accounts. The Company generally charges off uncollectible accounts receivable balances when accounts are 120 days past-due based on the account's contractual terms. Credit risk arising from accounts receivable is mitigated due to the large number of customers comprising the Company's customer base and their dispersion across various industries. At December 31, 2015 and 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. At December 31, 2015 and 2014 , long-lived assets located outside the United States totaled $21.4 million and $9.1 million , respectively. Revenue by geographic region, based on the billing address of the customer, was as follows for the periods presented: Year ended December 31, 2015 2014 2013 (dollars in thousands) United States $ 553,186 $ 414,172 $ 308,513 International 187,963 142,112 105,995 Total revenue $ 741,149 $ 556,284 $ 414,508 Percentage of revenue generated outside of the United States 25 % 26 % 26 % No single country outside the United States represented more than 10% of revenue during the years ended December 31, 2015 , 2014 or 2013 . Certain Significant Risks and Uncertainties The Company participates in the dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on the Company's future financial position, results of operations or cash flows; advances and trends in new technologies and industry standards; pressures resulting from new applications offered by competitors; changes in certain strategic or customer relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; risk associated with changes in domestic and international economic or political conditions or regulations; availability of necessary product components; and the Company's ability to attract and retain employees necessary to support its growth. |
Foreign Currency Translations | Foreign Currency Translation The U.S. dollar is the reporting currency for all periods presented. The financial information for entities outside the United States is measured in their functional currency which, depending on circumstances, may either be the local currency or the U.S. dollar. The Company translates its financial statements of consolidated entities whose functional currency is not the U.S. dollar into U.S. dollars. The Company translates its assets and liabilities at the exchange rate in effect as of the financial statement date and translates statement of operations accounts using the average exchange rate for the period. Exchange rate differences resulting from translation adjustments are accounted for as a component of accumulated other comprehensive income / (loss). Gains or losses, whether realized or unrealized, due to transactions in foreign currencies are reflected in the consolidated statements of operations under the line item other income / (expense). The Company recognized net foreign currency losses of $ 502,000 , $437,000 and $343,000 during the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Advertising Expense | Advertising Expense Advertising costs are expensed as incurred. For the years ended December 31, 2015 , 2014 and 2013 , advertising expense was $10.5 million , $12.8 million and $8.2 million , respectively. |
Share-Based Compensation | Stock-Based Compensation The Company uses the fair value method for recording stock-based compensation for new awards granted, modified, repurchased or canceled. The Company recognizes compensation costs for stock option grants, restricted awards and restricted stock unit awards on a straight-line basis over the requisite service period for the entire awards. The Company recognizes compensation expense related to performance share awards based on the accelerated method which recognizes a larger portion of the expense during the beginning of the vesting period than in the end of the vesting period. Under the 2007 Equity Incentive Plan (the "2007 Plan"), the Company has granted selected executives and other key employees performance shares ("PS") and performance share units ("PSUs"), which are restricted stock units (“RSUs”). PS vesting is contingent upon meeting certain company-wide performance goals while PSUs vesting is contingent upon meeting certain company-wide performance goals and market-based performance goals. Unforfeited PS and PSUs generally will vest in three equal annual tranches over the service period. The PS and PSUs grant date fair value, which is also the total stock-based compensation expense associated with the performance based awards, is determined based on the value of the underlying shares on the grant date and is recognized over the vesting term. On a quarterly basis, management estimates the number of PS and PSUs that will be granted at the end of the performance period. The PS fair value is based on market value of shares on the grant date (the intrinsic value). The fair value of the market-based PSUs on the grant date (measurement date) is calculated using a Monte Carlo simulation model that estimates the distribution of the potential outcomes of the PSU grants based on simulated future stock prices of the peer group. The Company accounts for compensation expense related to stock options granted to consultants and other non-employees based on the fair values estimated using the Black-Scholes model on the date of grant and re-measured at each reporting date over the performance period. The compensation expense is amortized using the straight-line method over the related service term. The Company issues new shares of its common stock upon the exercise of stock options, the vesting of restricted stock, RSUs, PSs and PSUs and the purchase of stock under the employees stock purchase plan. |
Qualified Operational Expense Reimbursements | Qualified Operational Expense Reimbursements At the Company's product development facility in the Czech Republic, the Company participates in a government subsidy program for employing local residents. Under the program, the Czech Republic government will reimburse the Company for certain operational expenses it incurs. While the Company became eligible to participate in this program in 2010, it did not record a subsidy credit in the financial statements until it was assured of collection in 2012. Effective January 2012, when the Company incurs reimbursable operating expenses, it records a reduction in operational expenses and a receivable from the Czech government. In the second quarter of 2015, the Company reached the initial program's reimbursement limit. The Company's operational expenses were reduced by approximately $562,000 , $1.5 million and $2.5 million , for reimbursements of eligible operating expenses incurred during the years ended December 31, 2015 , 2014 and 2013 , respectively. The Company received approximately $1.2 million , $2.2 million and $2.0 million in payments from the Czech Republic government during the years ended December 31, 2015 , 2014 and 2013 , respectively. As of December 31, 2015 , no reimbursements are due the Company. Currently, the Company is evaluating alternative subsidy employment plans offered by the Czech Republic and other countries. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to NetSuite Inc. common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by giving effect to all potentially dilutive common shares including options, restricted stock, restricted stock units, performance share units, performance shares, employee stock purchase plan shares and convertible debt shares. Basic and diluted net loss per common share was the same for all periods presented as the impact of all potentially dilutive securities outstanding was anti-dilutive. |
Qualified Operational Expense Reimbursements | Accumulated Other Comprehensive Loss Accumulated other comprehensive income loss is comprised of foreign currency translation gains and losses, net of tax, unrealized losses on marketable securities and an accumulated pension liability for employees located in the Philippines. The foreign currency translation losses, net of taxes as of December 31, 2015 and 2014 were $12.6 million and $5.7 million , respectively. Unrealized loss on marketable securities was $86,000 and $5,000 as of December 31, 2015 and 2014, respectively. During the years ended December 31, 2015, 2014 and 2013, there were no realized gains/ (losses) on marketable securities. The unamortized defined benefit pension costs as of December 31, 2015 and 2014 were $(280,000) and $(178,000) , respectively. |
Business Combinations Business
Business Combinations Business Combination Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combinations Policy [Policy Text Block] | Under the acquisition method of accounting, the Company allocates the purchase price to the identifiable assets and liabilities based on their estimated fair value at the date of acquisition. To determine the value of the intangible assets, the Company makes various estimates and assumptions. Methodologies used in valuing the intangible assets include, but are not limited to, the expected costs to recreate the assets, present value of future payments, relief of royalty and multiple period excess earnings. The excess of the purchase price over the total identifiable assets has been recorded as goodwill which includes synergies expected from the expanded service capabilities and the value of the assembled work force in accordance with generally accepted accounting principles. |
Significant Accounting Polici27
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Revenue by geographic region | Revenue by geographic region, based on the billing address of the customer, was as follows for the periods presented: Year ended December 31, 2015 2014 2013 (dollars in thousands) United States $ 553,186 $ 414,172 $ 308,513 International 187,963 142,112 105,995 Total revenue $ 741,149 $ 556,284 $ 414,508 Percentage of revenue generated outside of the United States 25 % 26 % 26 % No single country outside the United States represented more than 10% of revenue during the years ended December 31, 2015 , 2014 or 2013 . |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
T-HR & OM and WHS Business Combinations [Member] | |
Business Acquisition [Line Items] | |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The Company will amortize the intangible assets on a straight-line basis over the following periods: TribeHR OrderMotion Web Hosting Provider Fair Value Useful Life Fair Value Useful Life Fair Value Useful Life (dollars in thousands) (in years) (dollars in thousands) (in years) (dollars in thousands) (in years) Developed technology 1,300 5 5,100 4 1,100 3 Customer relationships 1,000 4 3,000 4 2,100 4 Trademarks 600 2 400 2 200 2 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | During 2013, the Company acquired TribeHR, an on-line human capital management software provider and, OrderMotion, an online ecommerce company and a website hosting provider company. In connections with these acquisitions, the Company incurred transaction costs totaling $3.0 million . 2013 Acquisitions TribeHR OrderMotion Website Hosting Provider November 1, 2013 May 3, 2013 March 6, 2013 (dollars in thousands) Cash $ — $ 1,069 $ 264 Accounts receivable — 804 — Developed technology 1,300 5,100 1,100 Customer relationships 1,000 3,000 2,100 Trademarks 600 400 200 Goodwill 21,543 18,176 9,721 Other assets / (liabilities), net 352 (433 ) (75 ) Deferred income tax liabilities — — (1,322 ) Total purchase price $ 24,795 $ 28,116 $ 11,988 |
Bronto Business Combination [Member] | |
Business Acquisition [Line Items] | |
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: Twelve Months Ended December 31, 2015 2014 (dollars in thousands) Pro forma total revenue $ 760,239 $ 593,452 Pro forma net loss $ (131,781 ) $ (109,120 ) Pro forma loss per share - basic and diluted $ (1.67 ) $ (1.41 ) |
Monexa and Bronto [Member] | |
Business Acquisition [Line Items] | |
Finite-Lived and Indefinite-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: Monexa Bronto Fair Value Useful Life Fair Value Useful Life (dollars in thousands) (in years) (dollars in thousands) (in years) Developed technology $ 8,700 5 $ 13,400 5 Customer relationships 4,200 4 13,100 7 Customer relationships - backlog — — 3,000 1.5 Trademarks 400 2 3,060 3 Favorable lease 270 1.5 — — |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the preliminary allocation of the consideration to the fair value of assets acquired and liabilities assumed as of the acquisition dates: 2015 Acquisitions Monexa Bronto August 5, 2015 June 8, 2015 (dollars in thousands) Cash $ 594 $ 1,667 Accounts receivable 238 4,077 Property and equipment 231 4,009 Deferred tax assets 96 5,345 Developed technology 8,700 13,400 Customer relationships 4,200 13,100 Customer relationships - backlog — 3,000 Trademarks 400 3,060 Favorable lease 270 — Goodwill 18,602 157,058 Deferred tax liabilities — (13,495 ) Taxes payable (370 ) (2,758 ) Other assets / liabilities, net 159 (4,357 ) Fair value of assets acquired and liabilities assumed $ 33,120 $ 184,106 |
Venda & WMS Business Combination [Member] | |
Business Acquisition [Line Items] | |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The Company will amortize the intangible assets on a straight-line basis over the following periods: WMS Venda Fair Value Amount Useful Life Fair Value Amount Useful Life (dollars in thousands) (in years) (dollars in thousands) (in years) Developed technology $ 700 5 7,700 5 Customer relationships 300 4 12,300 7 Trademarks — — 2,700 3 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | 2014 Acquisitions WMS Venda September 26, 2014 July 17, 2014 (dollars in thousands) Accounts receivable $ — $ 3,763 Developed technology 700 7,700 Customer relationships 300 12,300 Trademarks 20 2,700 Goodwill 14,752 27,228 Accounts payable — (2,085 ) Deferred tax liabilities — (2,132 ) Tax related liabilities — (2,909 ) Other assets / (liabilities), net (180 ) 1,873 Total purchase price $ 15,592 $ 48,438 |
Cash & Cash Equivalents (Tables
Cash & Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash equivalents are comprised of investments in money market mutual funds and commercial paper. Cash and cash equivalents are recorded at cost, which approximates fair value. December 31, 2015 2014 (dollars in thousands) Cash $ 262,876 $ 206,947 Money market mutual funds 16,092 152,673 Commercial paper 10,998 8,149 Total cash and cash equivalents $ 289,966 $ 367,769 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Available-for-sale Securities Reconciliation [Table Text Block] | Marketable securities consist of the following investments: December 31, 2015 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: (in thousands) Money market funds $ 16,092 $ — $ — $ 16,092 Commercial paper 10,998 — — 10,998 Marketable securities: Commercial paper 33,170 — — 33,170 Corporate notes and obligations 12,402 — (13 ) 12,389 U.S. agency bonds 11,410 — (25 ) 11,385 U.S. treasury securities 31,727 — (48 ) 31,679 Total $ 115,799 $ — $ (86 ) $ 115,713 December 31, 2014 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: (in thousands) Money market funds $ 152,673 $ — $ — $ 152,673 Commercial paper 8,149 — — 8,149 Marketable securities: Commercial paper 70,737 8 — 70,745 Corporate notes and obligations 11,886 — (9 ) 11,877 U.S. treasury securities 9,147 — (4 ) 9,143 Total $ 252,592 $ 8 $ (13 ) $ 252,587 |
Investments Classified by Contractual Maturity Date [Table Text Block] | The Company does not believe any of the unrealized losses represent an other-than-temporary impairment based on its evaluation of available evidence as of December 31, 2015 . The Company expects to receive the full principal and interest on all of these marketable securities. December 31, 2015 Fair Value Due within one year $ 101,838 Due within two years 13,875 Total $ 115,713 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The fair value of these financial assets and liabilities was determined using the following inputs as of December 31, 2015 and 2014 : December 31, 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 $ 262,876 $ — $ — $ 262,876 $ 206,947 $ — $ — $ 206,947 Money market funds 16,092 — — 16,092 152,673 — — 152,673 Commercial paper — 10,998 — 10,998 — 8,149 — 8,149 Marketable securities Commercial paper — 33,170 — 33,170 — 70,745 — 70,745 Corporate notes and obligations — 12,389 — 12,389 — 11,877 — 11,877 U.S. agency bonds — 11,385 — 11,385 — — — — U.S. treasury securities 31,679 — — 31,679 9,143 — — 9,143 Foreign exchange contracts — 384 — 384 — 1,231 — 1,231 Total $ 310,647 $ 68,326 $ — $ 378,973 $ 368,763 $ 92,002 $ — $ 460,765 Liabilities: Foreign exchange contracts $ — $ — $ — $ — $ — $ 1 $ — $ 1 Total $ — $ — $ — $ — $ — $ 1 $ — $ 1 |
Hedging Activity Hedging Activi
Hedging Activity Hedging Activity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] | As of year-end, the Company had the following outstanding foreign exchange forward contracts: December 31, 2015 December 31, 2014 Notional Value Sold Notional Value Purchased Notional Value Sold Notional Value Purchased (US dollars in thousands) Australian dollar $ 17,148 $ 6,953 $ 16,004 $ 7,494 British pound 16,959 9,183 16,939 7,284 Euro 13,364 2,245 2,344 547 Philippine peso 9,560 9,560 7,540 5,020 Czech crown 6,621 6,320 6,510 4,710 Canadian dollar 5,488 4,034 796 1,267 Japanese yen 4,435 — 3,355 — New Zealand dollar 505 — 258 — Mexican peso 387 252 268 110 Total $ 74,467 $ 38,547 $ 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 Consolidated Balance Sheet were as follows: Asset Derivatives Liability Derivatives Balance Sheet Location December 31, 2015 December 31, 2014 Balance Sheet Location December 31, 2015 December 31, 2014 Derivatives and forward contracts Fair Value Fair Value Fair Value Fair Value (US dollars in thousands) Foreign exchange contracts Other current assets $ 384 $ 1,231 Other current liabilities $ — $ 1 Total $ 384 $ 1,231 $ — $ 1 |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block] | The effect of derivative instruments on the Statement of Comprehensive Loss was as follows for the periods presented: Location of net gain (loss) recognized in income on derivatives Amount of net gain (loss) recognized in income on derivatives during the Twelve Months Ended December 31, Derivatives and forward contracts 2015 2014 2013 (US dollars in thousands) Foreign exchange contracts Other income/ (expense), net $ 889 $ 1,446 $ 1,095 Total $ 889 $ 1,446 $ 1,095 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | As of year end, property and equipment consisted of: December 31, 2015 2014 (dollars in thousands) Computer equipment $ 102,889 $ 68,630 Purchased software 31,125 30,039 Internally developed software 20,553 16,046 Leasehold improvements 26,896 14,942 Furniture, fixtures and office equipment 15,674 9,292 Total property and equipment 197,137 138,949 Accumulated depreciation and amortization (107,494 ) (80,410 ) Property and equipment, net $ 89,643 $ 58,539 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | The change in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 was as follows: (dollars in thousands) Balance as of January 1, 2014 $ 84,478 Adjustments to prior year business combinations (248 ) Goodwill acquired: Venda business combination July 2014 27,228 WMS business combination September 2014 14,752 Foreign exchange adjustment (3,161 ) Balance as of December 31, 2014 123,049 Adjustments to prior year business combinations (2,376 ) Goodwill acquired: Bronto business combination June 2015 157,058 Monexa business combination August 2015 18,602 Foreign exchange adjustment (4,377 ) Balance as of December 31, 2015 $ 291,956 |
Intangible Assets | The carrying amount of other intangible assets was as follows: Gross carrying amount Accumulated amortization Net carrying amount December 31, 2015 (dollars in thousands) Developed technology $ 50,223 $ (21,797 ) $ 28,426 Trade name 8,644 (4,529 ) 4,115 Customer relationships 52,782 (24,555 ) 28,227 Non-competition agreements 822 (822 ) — Favorable lease 255 (43 ) 212 Total $ 112,726 $ (51,746 ) $ 60,980 December 31, 2014 (dollars in thousands) Developed technology $ 27,432 $ (15,073 ) $ 12,359 Trade name 5,305 (2,696 ) 2,609 Customer relationships 32,959 (15,622 ) 17,337 Non-competition agreements 962 (863 ) 99 Total $ 66,658 $ (34,254 ) $ 32,404 |
Future Amortization Expense | The total amortization expense for other intangible assets was $17.9 million , $10.0 million and $6.7 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Future amortization of intangible assets recorded as of December 31, 2015 is expected to be as follows: Fiscal year ending December 31: (dollars in thousands) 2016 $ 17,473 2017 13,645 2018 11,295 2019 9,409 2020 5,627 Thereafter 3,531 Total $ 60,980 |
Accrued Compensation Accrued Co
Accrued Compensation Accrued Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accrued compensation as of December 31, 2015 and 2014 consists of: December 31, 2015 2014 (dollars in thousands) Sales commission $ 24,622 $ 19,675 Employee bonus 12,451 12,453 Employee benefits, payroll taxes and other 18,513 8,953 Total accrued compensation $ 55,586 $ 41,081 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Long-term Debt, Unclassified [Abstract] | |
Future debt payments under notes payable [Table Text Block] | Future debt payments under notes payable as of December 31, 2015 are as follows: (in thousands) Years ending: 2016 $ 3,119 2017 3,119 Future debt payments 6,238 Amount representing interest 310 Present value of future debt payments $ 5,928 |
Convertible debt [Table Text Block] | In accounting for the $8.4 million in transaction costs related to the Note issuance, the Company allocated the total amount incurred to the liability and equity components based on their relative values. The $6.7 million in transaction costs attributable to the liability component included in other assets are being amortized to interest expense over the term of the Notes, and the $1.7 million in transaction costs attributable to the equity component were netted with the equity component in additional paid-in capital. Debt issuance costs, net of amortization, were $3.4 million as of December 31, 2015 , and are included in other assets. The Notes consisted of the following as of December 31, 2015 : (in thousands) Equity component (1) $ 60,931 Liability component : Principal 310,000 Less: debt discount, net (32,045 ) Net carrying amount $ 277,955 Fair value - level 2 $ 307,024 (1) Included in the consolidated balance sheets within additional paid-in capital, net of the $1.7 million in equity issuance costs. |
Convertible debt interest expense [Table Text Block] | The following table sets forth total interest expense recognized related to the Notes during the twelve months ended December 31, 2015 , 2014 and 2013: December 31, 2015 2014 2013 (in thousands) Contractual interest expense $ 775 $ 775 $ 446 Amortization of debt issuance costs 1,294 1,237 696 Amortization of debt discount 12,245 11,673 6,620 Total $ 14,314 $ 13,685 $ 7,762 Effective interest rate 5.4% |
Schedule of Related Party Transactions | The current and long-term portions of the notes payable, recorded in other current liabilities and other long-term liabilities, respectively, are as follows for the periods indicated: December 31, 2015 2014 (dollars in thousands) Current portion $ 2,901 $ 2,774 Long-term portion 3,027 5,928 Total long-term debt $ 5,928 $ 8,702 The maximum amount outstanding under the notes was $8.8 million and $11.8 million during the years ended December 31, 2015 and 2014 , respectively. The following table details payments to Oracle USA and Oracle Credit Corporation for support services and license fees related to the following years: Twelve Months Ended December 31, 2015 2014 2013 (dollars in thousands) License fee $ 2,774 $ 3,054 $ 2,612 Support 4,300 4,300 2,380 Interest 345 464 431 Total paid $ 7,419 $ 7,818 $ 5,423 In addition to the companies affiliated with Lawrence J. Ellison, the Company enters into sales and purchases agreements with various companies that have a relationship with the Company's executive officers or members of the Company's Board of Directors. The relationships are typically an equity investment by the executive officer or board member in the customer / vendor company or the Company's executive officer or board member is a member of the customer / vendor company's board of directors. The Company has renewed the license agreements and sold additional services to these customers or purchased services from these vendors at various points in time. As of December 31, 2015 , the Company had $532,000 in accounts receivable from other related parties not affiliated with Mr. Ellison. Below is a summary of transactions between the Company and related parties other than Mr. Ellison during the years ended December 31,: 2015 2014 2013 (dollars in thousands) Revenue earned from related party $ 2,838 $ 3,264 $ 2,311 Fees NetSuite paid for services $ 916 $ 918 $ 937 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. During the third quarter of 2015, the Company entered into a $245,000 agreement for Cornerstone on Demand to provide services to the Company. Further, during the fourth quarter of 2015, the Company entered into a $449,000 agreement for the Company to provide services to Cornerstone on Demand. A member of the Company's Board of Directors, Deborah Farrington, is a Founder and General Partner in StarVest Partners. StarVest Partners is an investor in Veracode. During 2015, the Company entered into a $148,000 agreement for the Company to provide services to Veracode. The Company's Chief Financial Officer, Ronald Gill, is a member of the Hubspot board of directors. During the third quarter of 2015, the Company entered into a $207,000 agreement for the Company to provide services to Hubspot. 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. |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Lease Commitments [Abstract] | |
Schedule of Capital Leased Asssets [Table Text Block] | The current and long-term portions of capital lease were as follows: December 31, 2015 2014 (dollars in thousands) Current portion $ 36 $ 195 Long-term portion 3 43 Total debt related to capital leases $ 39 $ 238 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and the future minimum capital lease payments as of December 31, 2015 are as follows: Capital leases Operating leases Total (dollars in thousands) Years ending: 2016 $ 36 $ 19,027 $ 19,063 2017 3 24,140 24,143 2018 — 24,244 24,244 2019 — 20,615 20,615 2020 — 15,575 15,575 Thereafter — 28,484 28,484 Future minimum lease payments 39 $ 132,085 $ 132,124 Amount representing interest — Present value of future minimum lease payments $ 39 |
Stock-based Compensation Stock-
Stock-based Compensation Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based compensation costs summary [Table Text Block] | Amounts recognized in the financial statements related to the 2007 Plan are as follows: December 31, 2015 2014 2013 (dollars in thousands) Total cost of stock-based plan during the year $ 110,593 $ 97,895 $ 74,759 Capitalized stock-based compensation (1,503 ) (1,415 ) (1,099 ) Previously capitalized stock-based compensation amortized during the year 1,140 860 505 Stock-based compensation expense $ 110,230 $ 97,340 $ 74,165 Foreign income tax associated with stock-based compensation $ 278 $ 310 $ 249 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company's stock option activity during the year ended December 31, 2015 was as follows: Shares Weighted-average exercise price per share Weighted-average remaining contractual term (in years) Aggregate intrinsic value (dollars and shares in thousands, except per share amounts) Outstanding at January 1, 2015 2,111 $55.30 Granted 429 94.32 Exercised (562) 25.25 Cancelled and forfeited (130) 93.51 Outstanding at December 31, 2015 1,848 70.80 6.93 $ 37,782 Vested and expected to vest 1,763 69.69 6.84 37,655 Exercisable at December 31, 2015 1,088 56.03 5.83 35,735 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The weighted-average grant date fair value of options granted and the range of assumptions using the model are as follows for the periods presented: Year ended December 31, 2015 2014 2013 Weighted-average fair value of options granted $34.54 $36.09 $35.44 Expected term 4.6 years 4.3 years 6.1 years Expected volatility 42% 44% 46% Risk-free interest rate 1.51% 1.33% 1.16% Dividend yield none none none |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of the Company's RSU, RS, PS and PSU activity during the year ended December 31, 2015 is as follows: Shares Weighted-average grant date fair value per share Aggregate intrinsic value (dollars and shares in thousands, except per share amounts) Nonvested at January 1, 2015 2,969 $80.59 Granted 1,563 92.73 Vested (1,249) 73.67 Cancelled and forfeited (266) 89.18 Nonvested at December 31, 2015 3,017 $90.95 $ 253,954 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Reserved for Future Issuance The Company has reserved the following shares of authorized but unissued common stock for future issuance: December 31, 2015 (shares in thousands) Options outstanding 1,848 RSUs, PSs, PSUs and restricted stock awards outstanding 3,017 Shares available for future grants 6,170 Total 11,037 Employee Stock Purchase Plan In March 2015, the Company's Board of Directors adopted an employee stock purchase plan, and reserved 3,500,000 shares of the Company’s common stock for issuance. Under the ESPP, employees may purchase the Company’s common stock through accumulated payroll deductions. Stock purchase rights are granted to eligible employees during a six month offering period with a purchase dates at the end of each offering period. The offering periods generally commence each May 1 and November 1. Shares are purchased through employees’ payroll deductions, up to a maximum of 15% of employees’ compensation, at purchase prices equal to 85% of the lesser of the fair market value of the Company’s common stock at either the date of the employee’s entrance to the offering period or the purchase date. No participant may purchase more than $25,000 worth of common stock in one calendar year. The ESPP's initial purchase period began in November 2015 so no shares had been purchased or distributed as of December 31, 2015. The Company uses the Black-Scholes pricing model to determine the fair value of ESPP grants. The fair value of each grant is estimated on the date of the grant. The weighted-average grant date fair value of shares granted and the range of assumptions using the model are as follows for the period presented: Year ended December 31, 2015 Weighted-average fair value per share of grants $84.94 Expected term 0.5 years Expected volatility 29% Risk-free interest rate 0.34% Dividend yield none The assumptions are based on the following for each of the years presented: Expected Term. The estimated life for the ESPP grants is estimated based on an actual analysis of expected life. The estimated life for shares issued pursuant to our ESPP is based on the six month term; Volatility. The expected volatility being used is based on the Company's volatility over the historical period equivalent to the expected term. Risk Free Interest Rate. The risk free interest rate is based on the U.S. Treasury's zero coupon issues with remaining terms similar to the expected term on the options. Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. Forfeitures. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting forfeitures and records stock-based compensation expense only for those awards that are expected to vest. All stock-based payments are amortized on a straight-line basis over the six month contribution period. If the Company's actual forfeiture rate is materially different from its estimate, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. As of December 31, 2015 , there was $1.2 million of total unrecognized compensation cost, net of estimated forfeitures, related to ESPP grants that are expected to be recognized over a weighted-average period of 0.3 years . |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | December 31, 2015 2014 2013 (dollars in thousands) Total cost of stock-based plan during the year $ 110,593 $ 97,895 $ 74,759 Capitalized stock-based compensation (1,503 ) (1,415 ) (1,099 ) Previously capitalized stock-based compensation amortized during the year 1,140 860 505 Stock-based compensation expense $ 110,230 $ 97,340 $ 74,165 Foreign income tax associated with stock-based compensation $ 278 $ 310 $ 249 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income (loss) before income taxes attributable to domestic and foreign operations are as follows: Year ended December 31, 2015 2014 2013 (dollars in thousands) Income / (loss) before income taxes is as follows: Domestic $ (131,015 ) $ (100,608 ) $ (76,715 ) Foreign 653 2,737 7,205 Total $ (130,362 ) $ (97,871 ) $ (69,510 ) Foreign income has decreased year over year as a result of the Company’s acquisition of foreign subsidiaries that generate losses. Due to the Company’s foreign mix of earnings, the Company’s net tax expense does not directly correlate to the overall foreign earnings. The federal, state and foreign income tax provisions (benefit) for the years ended December 31, 2015, 2014 and 2013 are summarized as follows: Year ended December 31, 2015 2014 2013 (dollars in thousands) Current taxes: Federal $ — $ — $ — State 130 6 (29 ) Foreign 2,646 3,089 1,236 Total current taxes $ 2,776 $ 3,095 $ 1,207 Deferred taxes: Federal $ (7,074 ) $ 240 $ (974 ) State (756 ) (36 ) (70 ) Foreign (565 ) (1,133 ) 736 Total deferred taxes (8,395 ) (929 ) (308 ) Total $ (5,619 ) $ 2,166 $ 899 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory U.S. federal income tax rate to the Company's effective income tax rate is as follows: Year ended December 31, 2015 2014 2013 Federal statutory income tax rate 35.0 % 35.0 % 35.0 % State tax, net of federal benefit 0.2 % 1.8 % (0.1 )% Foreign rate differential (1.7 )% (2.3 )% (2.3 )% Share-based compensation (7.3 )% (8.4 )% (8.7 )% Meals and entertainment (0.3 )% (0.3 )% (0.3 )% Other permanent differences (1.6 )% (2.3 )% (2.1 )% Valuation allowance (20.0 )% (25.7 )% (22.8 )% Effective income tax rate 4.3 % (2.2 )% (1.3 )% |
Net deferred tax assets | Significant components of the Company's deferred tax assets are as follows: December 31, 2015 2014 (dollars in thousands) Deferred tax assets: Deferred revenue $ 5,128 $ 5,146 Other reserves and accruals 15,258 12,878 Share-based compensation 23,468 20,675 Federal operating loss carryforwards 137,878 112,949 State and foreign net operating loss carryforwards 13,015 14,809 Research and development credits 3,814 3,840 Deferred tax assets 198,561 170,297 Deferred tax liabilities: Property and equipment $ (1,105 ) $ (797 ) Convertible debt (11,822 ) (16,348 ) Acquired intangible assets (9,974 ) (4,598 ) Goodwill (1,195 ) (670 ) Deferred tax liabilities (24,096 ) (22,413 ) Net deferred tax assets, before valuation allowance 174,465 147,884 Valuation allowance (175,076 ) (148,682 ) Net deferred tax liabilities $ (611 ) $ (798 ) |
Unrecognized tax benefits | The following table summarizes the activity related to unrecognized tax benefits for the periods presented: Years ended December 31, 2015 2014 2013 (dollars in thousands) Beginning balance - unrecognized tax benefits, gross $ 15,460 $ 3,653 $ 3,388 (Decrease) / Increases- related to prior year positions (11,192 ) 8,552 300 (Decrease) / Increases- current year tax positions 91 3,374 — (Decrease) / Increases- due to lapses (242 ) (119 ) (31 ) Other (36 ) — (4 ) Ending balance- unrecognized tax benefits, gross $ 4,081 $ 15,460 $ 3,653 |
Net Loss Per Common Share Net L
Net Loss Per Common Share Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Net Loss Per Common Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of the numerator and denominator used in the basic and diluted net loss per common share: December 31, 2015 2014 2013 (dollars and shares in thousands, except per share amounts) Numerator: Net loss attributable to NetSuite Inc. common stockholders $ (124,743 ) $ (100,037 ) $ (70,409 ) Denominator: Weighted-average number of common shares outstanding used in computing basic and diluted net loss per common share 78,521 76,174 74,085 Net loss per common share, basic and diluted $ (1.59 ) $ (1.31 ) $ (0.95 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the weighted average potential shares that are excluded from the computation of diluted net loss per common share for the periods presented because including them would have had an anti-dilutive effect: December 31, 2015 2014 2013 (shares in thousands) Options to purchase shares of common stock 2,130 2,102 2,196 Unvested RSUs, PSs, PSUs, restricted stock awards and ESPP shares 2,957 2,743 3,020 Total 5,087 4,845 5,216 The effect of the Notes is reflected in diluted earnings per share by application of the treasury stock method as the Company intends to settle the principal amount of the Notes in cash upon conversion. During the year ended December 31, 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) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The current and long-term portions of the notes payable, recorded in other current liabilities and other long-term liabilities, respectively, are as follows for the periods indicated: December 31, 2015 2014 (dollars in thousands) Current portion $ 2,901 $ 2,774 Long-term portion 3,027 5,928 Total long-term debt $ 5,928 $ 8,702 The maximum amount outstanding under the notes was $8.8 million and $11.8 million during the years ended December 31, 2015 and 2014 , respectively. The following table details payments to Oracle USA and Oracle Credit Corporation for support services and license fees related to the following years: Twelve Months Ended December 31, 2015 2014 2013 (dollars in thousands) License fee $ 2,774 $ 3,054 $ 2,612 Support 4,300 4,300 2,380 Interest 345 464 431 Total paid $ 7,419 $ 7,818 $ 5,423 In addition to the companies affiliated with Lawrence J. Ellison, the Company enters into sales and purchases agreements with various companies that have a relationship with the Company's executive officers or members of the Company's Board of Directors. The relationships are typically an equity investment by the executive officer or board member in the customer / vendor company or the Company's executive officer or board member is a member of the customer / vendor company's board of directors. The Company has renewed the license agreements and sold additional services to these customers or purchased services from these vendors at various points in time. As of December 31, 2015 , the Company had $532,000 in accounts receivable from other related parties not affiliated with Mr. Ellison. Below is a summary of transactions between the Company and related parties other than Mr. Ellison during the years ended December 31,: 2015 2014 2013 (dollars in thousands) Revenue earned from related party $ 2,838 $ 3,264 $ 2,311 Fees NetSuite paid for services $ 916 $ 918 $ 937 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. During the third quarter of 2015, the Company entered into a $245,000 agreement for Cornerstone on Demand to provide services to the Company. Further, during the fourth quarter of 2015, the Company entered into a $449,000 agreement for the Company to provide services to Cornerstone on Demand. A member of the Company's Board of Directors, Deborah Farrington, is a Founder and General Partner in StarVest Partners. StarVest Partners is an investor in Veracode. During 2015, the Company entered into a $148,000 agreement for the Company to provide services to Veracode. The Company's Chief Financial Officer, Ronald Gill, is a member of the Hubspot board of directors. During the third quarter of 2015, the Company entered into a $207,000 agreement for the Company to provide services to Hubspot. 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. |
Schedule II Valuation and Qua41
Schedule II Valuation and Qualifying Accounts Allowance for Doubtful Accounts Valuation Account (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Allowance for Doubtful Accounts [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Additions Beginning balance Charged to operations Charged to deferred revenues Write-offs Ending balance (dollars in thousands) Trade receivables allowance Year ended December 31, 2015 $ 1,886 $ 2,293 $ 4,874 $ (7,065 ) $ 1,988 Year ended December 31, 2014 833 1,446 4,196 (4,589 ) 1,886 Year ended December 31, 2013 $ 701 $ 1,041 $ 1,902 $ (2,811 ) $ 833 |
Significant Accounting Polici42
Significant Accounting Policies Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Percent of professional services component earned within 300 Days | 90.00% |
Minimum [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Subscription and support agreement term | 12 months |
Maximum [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Subscription and support agreement term | 36 months |
Significant Accounting Polici43
Significant Accounting Policies Deferred Commissions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Capitalized Commissions | $ 119.1 | $ 95.5 | $ 70.4 |
Commission Amortization Expense | $ 101.1 | $ 75.2 | $ 55.5 |
Significant Accounting Polici44
Significant Accounting Policies Internal Use Software and Website Development Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Capitalized Internal Use Software | $ 4,500 | $ 4,000 | $ 3,200 |
Capitalized stock-based compensation | 1,503 | 1,415 | 1,099 |
Capitalized internal use software amortization expense | 3,500 | 2,700 | $ 1,600 |
Capitalized internal use software net book value | $ 8,800 | $ 7,800 |
Significant Accounting Polici45
Significant Accounting Policies Long-lived Assets (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Office Equipment [Member] | |
Business Acquisition [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | |
Business Acquisition [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Equipment [Member] | |
Business Acquisition [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Software Development [Member] | |
Business Acquisition [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 to 7 |
Software Development [Member] | Minimum [Member] | |
Business Acquisition [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Software Development [Member] | Maximum [Member] | |
Business Acquisition [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Significant Accounting Polici46
Significant Accounting Policies Segment Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 741,149 | $ 556,284 | $ 414,508 |
UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Revenues | 553,186 | 414,172 | 308,513 |
Outside of United States | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 187,963 | $ 142,112 | $ 105,995 |
Percentage of Revenue Generated Outside of the United States | 25.00% | 26.00% | 26.00% |
Significant Accounting Polici47
Significant Accounting Policies Foreign Currency (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Foreign Currency Loss | $ 502,000 | $ 437,000 | $ 343,000 |
Foreign currency translation losses, net of taxes | 12,600,000 | 5,700,000 | |
Unrealized loss on marketable securities | 86,000 | 5,000 | |
Accumulated Pension Liability - Philippines | $ (280,000) | $ (178,000) |
Significant Accounting Polici48
Significant Accounting Policies Advertising Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Advertising Expense | $ 10.5 | $ 12.8 | $ 8.2 |
Significant Accounting Polici49
Significant Accounting Policies Qualified Operating Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Government Reimbursement Qualified Expenses | $ 562 | $ 1,500 | $ 2,500 |
Reimbursements from government program | $ 1,200 | $ 2,200 | $ 2,000 |
Business Combinations Busines50
Business Combinations Business Combinations (Details) - USD ($) | Jun. 08, 2015 | Sep. 26, 2014 | Jul. 17, 2014 | Nov. 01, 2013 | May. 03, 2013 | Mar. 06, 2013 | Sep. 30, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 05, 2015 | Mar. 31, 2015 |
Business Acquisition [Line Items] | |||||||||||||||||
Total purchase price | $ 184,106,000 | ||||||||||||||||
Escrow payments | $ 1,335,000 | $ 5,945,000 | $ 0 | ||||||||||||||
Goodwill purchase accounting adjustments | (2,376,000) | (248,000) | |||||||||||||||
Monexa and Bronto [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business combination transaction costs | 6,700,000 | ||||||||||||||||
Monexa [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business combination transaction costs | $ 4,000,000 | ||||||||||||||||
Goodwill expected to be tax deductible | $ 7,300,000 | ||||||||||||||||
Cash paid by the Company as consideration | 33,100,000 | ||||||||||||||||
Additional cash consideration for acquisition | 5,700,000 | ||||||||||||||||
Allocated Share-based Compensation Expense | $ 1,800,000 | ||||||||||||||||
Total purchase price | 33,120,000 | ||||||||||||||||
Bronto Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Cash paid by the Company as consideration | $ 98,200,000 | ||||||||||||||||
Additional cash consideration for acquisition | $ 39,600,000 | ||||||||||||||||
Business combination consideration withheld for tax matters | 3,900,000 | ||||||||||||||||
Company common stock issued as consideration for acquisiton | 1,030,508 | ||||||||||||||||
Value of shares issued to acquire SPC | $ 85,900,000 | ||||||||||||||||
Goodwill purchase accounting adjustments | 157,058,000 | ||||||||||||||||
Business Acquisition, Transaction Costs | $ 3,100,000 | ||||||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 22,100,000 | ||||||||||||||||
Business Acquisition, Pro Forma Revenue | 760,239,000 | 593,452,000 | |||||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ (131,781,000) | $ (109,120,000) | |||||||||||||||
Business Acquisitions, Pro Forma Earnings Per Share, Basic and Diluted | $ (1.67) | $ (1.41) | |||||||||||||||
T-HR & OM Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business combination transaction costs | $ 3,000,000 | ||||||||||||||||
T-HR Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business combination transaction costs | $ 1,300,000 | ||||||||||||||||
Cash paid by the Company as consideration | $ 24,800,000 | ||||||||||||||||
Total purchase price | 24,795,000 | ||||||||||||||||
Escrow payments | 2,500,000 | ||||||||||||||||
OM Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business combination transaction costs | $ 1,100,000 | ||||||||||||||||
Cash paid by the Company as consideration | $ 23,500,000 | ||||||||||||||||
Additional cash consideration for acquisition | 3,500,000 | $ 3,300,000 | |||||||||||||||
Total purchase price | 28,116,000 | ||||||||||||||||
Business combination consideration withheld for tax matters | 1,100,000 | $ 3,900,000 | 655,000 | $ 3,900,000 | |||||||||||||
Employee termination costs | $ 311,000 | ||||||||||||||||
WH Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business combination transaction costs | $ 560,000 | ||||||||||||||||
Cash paid by the Company as consideration | $ 10,200,000 | 1,000,000 | |||||||||||||||
Additional cash consideration for acquisition | 1,800,000 | 600,000 | |||||||||||||||
Total purchase price | 11,988,000 | ||||||||||||||||
Goodwill purchase accounting adjustments | 200,000 | ||||||||||||||||
WMS Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Cash paid by the Company as consideration | $ 15,600,000 | ||||||||||||||||
Additional cash consideration for acquisition | 2,400,000 | ||||||||||||||||
Total purchase price | 15,592,000 | ||||||||||||||||
Business combination consideration withheld for tax matters | 350,000 | ||||||||||||||||
Goodwill purchase accounting adjustments | 14,752,000 | ||||||||||||||||
Venda Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Cash paid by the Company as consideration | $ 25,700,000 | ||||||||||||||||
Additional cash consideration for acquisition | 10,100,000 | ||||||||||||||||
Total purchase price | $ 48,438,000 | ||||||||||||||||
Company common stock issued as consideration for acquisiton | 304,364 | ||||||||||||||||
Value of shares issued to acquire SPC | $ 22,800,000 | ||||||||||||||||
Goodwill purchase accounting adjustments | 27,228,000 | ||||||||||||||||
Working capital adjustment | $ 1,000,000 | ||||||||||||||||
Venda & WMS Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business combination transaction costs | 4,600,000 | ||||||||||||||||
Developed Technology | Monexa [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | 8,700,000 | ||||||||||||||||
Acquired intangible assets useful life | 5 years | ||||||||||||||||
Developed Technology | Bronto Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 13,400,000 | ||||||||||||||||
Acquired intangible assets useful life | 5 years | ||||||||||||||||
Developed Technology | T-HR Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 1,300,000 | ||||||||||||||||
Acquired intangible assets useful life | 5 years | ||||||||||||||||
Developed Technology | OM Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 5,100,000 | ||||||||||||||||
Acquired intangible assets useful life | 4 years | ||||||||||||||||
Developed Technology | WH Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 1,100,000 | ||||||||||||||||
Acquired intangible assets useful life | 3 years | ||||||||||||||||
Developed Technology | WMS Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 700,000 | $ 1,100,000 | |||||||||||||||
Acquired intangible assets useful life | 5 years | ||||||||||||||||
Developed Technology | Venda Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 7,700,000 | $ 8,900,000 | $ 1,200,000 | ||||||||||||||
Acquired intangible assets useful life | 5 years | ||||||||||||||||
Customer Relationships | Monexa [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | 4,200,000 | ||||||||||||||||
Acquired intangible assets useful life | 4 years | ||||||||||||||||
Customer Relationships | Bronto Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 13,100,000 | ||||||||||||||||
Acquired intangible assets useful life | 7 years | ||||||||||||||||
Customer Relationships | T-HR Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 1,000,000 | 2,100,000 | |||||||||||||||
Customer Relationships | OM Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 3,000,000 | ||||||||||||||||
Acquired intangible assets useful life | 4 years | ||||||||||||||||
Customer Relationships | WH Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 2,100,000 | ||||||||||||||||
Acquired intangible assets useful life | 4 years | ||||||||||||||||
Customer Relationships | WMS Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 300,000 | ||||||||||||||||
Acquired intangible assets useful life | 4 years | ||||||||||||||||
Customer Relationships | Venda Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 12,300,000 | ||||||||||||||||
Acquired intangible assets useful life | 7 years | ||||||||||||||||
Order or Production Backlog [Member] | Monexa [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | 0 | ||||||||||||||||
Order or Production Backlog [Member] | Bronto Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 3,000,000 | ||||||||||||||||
Acquired intangible assets useful life | 1 year 5 months 15 days | ||||||||||||||||
Trademarks [Member] | Monexa [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | 400,000 | ||||||||||||||||
Acquired intangible assets useful life | 2 years | ||||||||||||||||
Trademarks [Member] | Bronto Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 3,060,000 | ||||||||||||||||
Acquired intangible assets useful life | 3 years | ||||||||||||||||
Trademarks [Member] | T-HR Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 600,000 | ||||||||||||||||
Trademarks [Member] | OM Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 400,000 | ||||||||||||||||
Acquired intangible assets useful life | 2 years | ||||||||||||||||
Trademarks [Member] | WH Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 200,000 | ||||||||||||||||
Acquired intangible assets useful life | 2 years | ||||||||||||||||
Trademarks [Member] | WMS Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 20,000 | ||||||||||||||||
Trademarks [Member] | Venda Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 2,700,000 | ||||||||||||||||
Acquired intangible assets useful life | 3 years | ||||||||||||||||
Favorable Lease | Monexa [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 270,000 | ||||||||||||||||
Acquired intangible assets useful life | 1 year 5 months 15 days | ||||||||||||||||
Favorable Lease | Bronto Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible asset | $ 0 | ||||||||||||||||
Accounts Receivable | Venda Business Combination [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Fair value adjustment | $ 368,000 | ||||||||||||||||
Subsegments [Domain] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Long-Lived Assets | $ 21,400,000 | $ 9,100,000 |
Business Combinations Allocatio
Business Combinations Allocation of Purchase Price (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||||||
Sep. 30, 2015 | Dec. 31, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2015 | Aug. 05, 2015 | Jun. 08, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 26, 2014 | Jul. 17, 2014 | Nov. 01, 2013 | May. 03, 2013 | Mar. 06, 2013 | |
Business Acquisition [Line Items] | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 238,000 | |||||||||||||
Goodwill | $ 84,478,000 | $ 291,956,000 | $ 123,049,000 | |||||||||||
Total purchase price | $ 184,106,000 | |||||||||||||
Monexa [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 594,000 | |||||||||||||
Business combination transaction costs | $ 4,000,000 | |||||||||||||
Goodwill | 18,602,000 | |||||||||||||
Deferred tax liabilities | 0 | |||||||||||||
Tax related liabilities | (370,000) | |||||||||||||
Other assets / liabilities | 159,000 | |||||||||||||
Total purchase price | 33,120,000 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 231,000 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets Noncurrent | 96,000 | |||||||||||||
T-HR Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination transaction costs | $ 1,300,000 | |||||||||||||
Cash | $ 0 | |||||||||||||
Accounts receivable | 0 | |||||||||||||
Goodwill | 21,543,000 | |||||||||||||
Deferred tax liabilities | 0 | |||||||||||||
Other assets / liabilities | 352,000 | |||||||||||||
Total purchase price | 24,795,000 | |||||||||||||
Bronto Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 1,667,000 | |||||||||||||
Goodwill | 157,058,000 | |||||||||||||
Deferred tax liabilities | (13,495,000) | |||||||||||||
Tax related liabilities | (2,758,000) | |||||||||||||
Other assets / liabilities | (4,357,000) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 4,077,000 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 4,009,000 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets Noncurrent | 5,345,000 | |||||||||||||
WH Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination transaction costs | $ 560,000 | |||||||||||||
Cash | $ 264,000 | |||||||||||||
Accounts receivable | 0 | |||||||||||||
Goodwill | 9,721,000 | |||||||||||||
Deferred tax liabilities | (1,322,000) | |||||||||||||
Other assets / liabilities | (75,000) | |||||||||||||
Total purchase price | 11,988,000 | |||||||||||||
Venda Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Accounts receivable | $ 3,763,000 | |||||||||||||
Goodwill | 27,228,000 | |||||||||||||
Accounts Payable | (2,085,000) | |||||||||||||
Deferred tax liabilities | (2,132,000) | |||||||||||||
Tax related liabilities | (2,909,000) | |||||||||||||
Other assets / liabilities | 1,873,000 | |||||||||||||
Total purchase price | 48,438,000 | |||||||||||||
WMS Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Accounts receivable | $ 0 | |||||||||||||
Goodwill | 14,752,000 | |||||||||||||
Accounts Payable | 0 | |||||||||||||
Deferred tax liabilities | 0 | |||||||||||||
Tax related liabilities | 0 | |||||||||||||
Other assets / liabilities | (180,000) | |||||||||||||
Total purchase price | 15,592,000 | |||||||||||||
OM Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination transaction costs | $ 1,100,000 | |||||||||||||
Cash | $ 1,069,000 | |||||||||||||
Accounts receivable | 804,000 | |||||||||||||
Goodwill | 18,176,000 | |||||||||||||
Deferred tax liabilities | 0 | |||||||||||||
Other assets / liabilities | (433,000) | |||||||||||||
Total purchase price | 28,116,000 | |||||||||||||
Developed Technology | Monexa [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 8,700,000 | |||||||||||||
Developed Technology | T-HR Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 1,300,000 | |||||||||||||
Developed Technology | Bronto Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 13,400,000 | |||||||||||||
Developed Technology | WH Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 1,100,000 | |||||||||||||
Developed Technology | Venda Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | $ 8,900,000 | $ 1,200,000 | 7,700,000 | |||||||||||
Developed Technology | WMS Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 700,000 | 1,100,000 | ||||||||||||
Developed Technology | OM Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 5,100,000 | |||||||||||||
Customer Relationships | Monexa [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 4,200,000 | |||||||||||||
Customer Relationships | T-HR Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 1,000,000 | 2,100,000 | ||||||||||||
Customer Relationships | Bronto Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 13,100,000 | |||||||||||||
Customer Relationships | WH Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 2,100,000 | |||||||||||||
Customer Relationships | Venda Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 12,300,000 | |||||||||||||
Customer Relationships | WMS Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 300,000 | |||||||||||||
Customer Relationships | OM Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 3,000,000 | |||||||||||||
Trademarks [Member] | Monexa [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 400,000 | |||||||||||||
Trademarks [Member] | T-HR Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | $ 600,000 | |||||||||||||
Trademarks [Member] | Bronto Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 3,060,000 | |||||||||||||
Trademarks [Member] | WH Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | $ 200,000 | |||||||||||||
Trademarks [Member] | Venda Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | $ 2,700,000 | |||||||||||||
Trademarks [Member] | WMS Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | $ 20,000 | |||||||||||||
Trademarks [Member] | OM Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | $ 400,000 | |||||||||||||
Order or Production Backlog [Member] | Monexa [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 0 | |||||||||||||
Order or Production Backlog [Member] | Bronto Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | 3,000,000 | |||||||||||||
Favorable Lease | Monexa [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | $ 270,000 | |||||||||||||
Favorable Lease | Bronto Business Combination [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset | $ 0 |
Cash & Cash Equivalents (Detail
Cash & Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 262,876 | $ 206,947 | ||
Money market mutual funds | 16,092 | 152,673 | ||
Commercial paper | 10,998 | 8,149 | ||
Total cash and cash equivalents | $ 289,966 | $ 367,769 | $ 451,577 | $ 185,859 |
Financial Instruments Marketabl
Financial Instruments Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Money market funds | $ 16,092 | $ 152,673 |
Commercial paper | 10,998 | 8,149 |
Available-for-sale Debt Securities, Amortized Cost Basis [Abstract] | ||
Amortized Cost | 115,799 | 252,592 |
Unrealized Gains | 0 | 8 |
Unrealized Losses | (86) | (13) |
Fair Value | 115,713 | 252,587 |
Commercial paper [Member] | ||
Available-for-sale Debt Securities, Amortized Cost Basis [Abstract] | ||
Amortized Cost | 33,170 | 70,737 |
Unrealized Gains | 0 | 8 |
Unrealized Losses | 0 | |
Fair Value | 33,170 | 70,745 |
Corporate notes and obligations [Member] | ||
Available-for-sale Debt Securities, Amortized Cost Basis [Abstract] | ||
Amortized Cost | 12,402 | 11,886 |
Unrealized Gains | 0 | |
Unrealized Losses | (13) | (9) |
Fair Value | 12,389 | 11,877 |
US Government Agencies Debt Securities [Member] | ||
Available-for-sale Debt Securities, Amortized Cost Basis [Abstract] | ||
Amortized Cost | 11,410 | |
Unrealized Gains | 0 | |
Unrealized Losses | (25) | |
Fair Value | 11,385 | |
U.S. treasury securities [Member] | ||
Available-for-sale Debt Securities, Amortized Cost Basis [Abstract] | ||
Amortized Cost | 31,727 | 9,147 |
Unrealized Gains | 0 | |
Unrealized Losses | (48) | (4) |
Fair Value | $ 31,679 | $ 9,143 |
Financial Instruments Maturitie
Financial Instruments Maturities (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Available-for-sale Securities, Debt Maturities, Single Maturity Date [Abstract] | |
Due within one year | $ 101,838 |
Due within two years | 13,875 |
Total | $ 115,713 |
Financial Instruments Fair Valu
Financial Instruments Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Assets | $ 378,973 | $ 460,765 |
Total liabilities | 0 | 1 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Assets | 310,647 | 368,763 |
Total liabilities | 0 | 0 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Assets | 68,326 | 92,002 |
Total liabilities | 0 | 1 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Assets | 0 | 0 |
Total liabilities | 0 | 0 |
Cash [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 262,876 | 206,947 |
Cash [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 262,876 | 206,947 |
Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 10,998 | 8,149 |
Commercial paper [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Commercial paper [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 10,998 | 8,149 |
Commercial paper [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 16,092 | 152,673 |
Money market funds [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 16,092 | 152,673 |
Money market funds [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market funds [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 33,170 | 70,745 |
Commercial paper [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Commercial paper [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 33,170 | 70,745 |
Commercial paper [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Corporate notes and obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 12,389 | 11,877 |
Corporate notes and obligations [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Corporate notes and obligations [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 12,389 | 11,877 |
Corporate notes and obligations [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
US Government Agencies Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 11,385 | |
US Government Agencies Debt Securities [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 11,385 | |
U.S. treasury securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 31,679 | 9,143 |
U.S. treasury securities [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 31,679 | |
U.S. treasury securities [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 9,143 |
U.S. treasury securities [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Foreign exchange contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contract asset | 384 | 1,231 |
Foreign currency contracts liability | 0 | 1 |
Foreign exchange contracts [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contract asset | 0 | 0 |
Foreign currency contracts liability | 0 | 0 |
Foreign exchange contracts [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contract asset | 384 | 1,231 |
Foreign currency contracts liability | 0 | 1 |
Foreign exchange contracts [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contract asset | 0 | 0 |
Foreign currency contracts liability | $ 0 | $ 0 |
Hedging Activity Notional Value
Hedging Activity Notional Value Sold and Purchased (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | $ 355,400 | |
Sales [Member] | Foreign exchange contracts [Member] | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 74,467 | $ 54,014 |
Sales [Member] | Foreign exchange contracts [Member] | British pound | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 16,959 | 16,939 |
Sales [Member] | Foreign exchange contracts [Member] | Australian dollar | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 17,148 | 16,004 |
Sales [Member] | Foreign exchange contracts [Member] | Japan yen | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 4,435 | 3,355 |
Sales [Member] | Foreign exchange contracts [Member] | Canadian dollar | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 5,488 | 796 |
Sales [Member] | Foreign exchange contracts [Member] | Euro | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 13,364 | 2,344 |
Sales [Member] | Foreign exchange contracts [Member] | Czech crown | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 6,621 | 6,510 |
Sales [Member] | Foreign exchange contracts [Member] | MEXICO | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 387 | 268 |
Sales [Member] | Foreign exchange contracts [Member] | Philippines, Pesos | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 9,560 | 7,540 |
Sales [Member] | Foreign exchange contracts [Member] | New Zealand dollar | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 505 | 258 |
Purchase [Member] | Foreign exchange contracts [Member] | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 38,547 | 26,432 |
Purchase [Member] | Foreign exchange contracts [Member] | British pound | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 9,183 | 7,284 |
Purchase [Member] | Foreign exchange contracts [Member] | Australian dollar | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 6,953 | 7,494 |
Purchase [Member] | Foreign exchange contracts [Member] | Japan yen | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 0 | 0 |
Purchase [Member] | Foreign exchange contracts [Member] | Canadian dollar | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 4,034 | 1,267 |
Purchase [Member] | Foreign exchange contracts [Member] | Euro | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 2,245 | 547 |
Purchase [Member] | Foreign exchange contracts [Member] | Czech crown | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 6,320 | 4,710 |
Purchase [Member] | Foreign exchange contracts [Member] | MEXICO | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 252 | 110 |
Purchase [Member] | Foreign exchange contracts [Member] | Philippines, Pesos | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | 9,560 | 5,020 |
Purchase [Member] | Foreign exchange contracts [Member] | New Zealand dollar | ||
Derivative [Line Items] | ||
Notional Amount Derivatives Activity during year | $ 0 | $ 0 |
Hedging Activity Derivative and
Hedging Activity Derivative and Hedging Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Foreign exchange contracts - Other income/(expense), net | $ 889 | $ 1,446 | $ 1,095 |
Designated as Hedging Instrument [Member] | Foreign Exchange Future [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Foreign exchange contracts - Other income/(expense), net | 889 | 1,446 | $ 1,095 |
Designated as Hedging Instrument [Member] | Other Assets [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total | 384 | 1,231 | |
Designated as Hedging Instrument [Member] | Other Liabilities [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total | $ 0 | $ 1 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Computer equipment | $ 102,889 | $ 68,630 | |
Purchased software | 20,553 | 16,046 | |
Leasehold improvements | 26,896 | 14,942 | |
Furniture, fixtures and office equipment | 15,674 | 9,292 | |
Total property and equipment | 197,137 | 138,949 | |
Accumulated depreciation and amortization | (107,494) | (80,410) | |
Property and equipment, net | 89,643 | 58,539 | |
Other Depreciation and Amortization | $ 30,400 | 20,100 | $ 15,700 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Purchased software | |||
Property, Plant and Equipment [Line Items] | |||
Purchased software | $ 31,125 | $ 30,039 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years |
Goodwill and Other Intangible59
Goodwill and Other Intangibles Goodwill and Other Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | ||
Goodwill | $ 123,049 | $ 84,478 |
Goodwill purchase accounting adjustments | (2,376) | (248) |
Goodwill - Foreign exchange adjustment | (4,377) | (3,161) |
Goodwill | 291,956 | 123,049 |
Monexa [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill acquired during the year | 18,602 | |
Bronto Business Combination [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill purchase accounting adjustments | $ 157,058 | |
Venda Business Combination [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill purchase accounting adjustments | 27,228 | |
WMS Business Combination [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill purchase accounting adjustments | $ 14,752 |
Goodwill and Other Intangible60
Goodwill and Other Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Intangible Assets | |||
Total Gross Carrying Amount | $ 112,726 | $ 66,658 | |
Accumulated Amortization | (51,746) | (34,254) | |
Total | 60,980 | 32,404 | |
Amortization of other intangible assets | 17,862 | 9,993 | $ 6,749 |
Developed Technology | |||
Intangible Assets | |||
Developed technology gross carrying amount | 50,223 | 27,432 | |
Accumulated Amortization | (21,797) | (15,073) | |
Total | 28,426 | 12,359 | |
Trade names | |||
Intangible Assets | |||
Tradenames gross amount | 8,644 | 5,305 | |
Accumulated Amortization | (4,529) | (2,696) | |
Total | 4,115 | 2,609 | |
Customer Relationships | |||
Intangible Assets | |||
Customer relationships gross carrying amount | 52,782 | 32,959 | |
Accumulated Amortization | (24,555) | (15,622) | |
Total | 28,227 | 17,337 | |
Noncompete Agreements [Member] | |||
Intangible Assets | |||
Customer relationships gross carrying amount | 822 | 962 | |
Accumulated Amortization | (822) | (863) | |
Total | 0 | $ 99 | |
Favorable Lease | |||
Intangible Assets | |||
Customer relationships gross carrying amount | 255 | ||
Accumulated Amortization | (43) | ||
Total | $ 212 |
Goodwill and Other Intangible61
Goodwill and Other Intangibles Details Future Intangible Asset Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,015 | $ 17,473 | |
2,016 | 13,645 | |
2,017 | 11,295 | |
2,018 | 9,409 | |
2,019 | 5,627 | |
Thereafter | 3,531 | |
Total | $ 60,980 | $ 32,404 |
Accrued Compensation (Details)
Accrued Compensation (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Sales Commission | $ 24,622 | $ 19,675 |
Employee bonus | 12,451 | 12,453 |
Employee benefits, payroll taxes and other | 18,513 | 8,953 |
Total accrued compensation | $ 55,586 | $ 41,081 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 27, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 01, 2013 | May. 29, 2013 | Mar. 01, 2013 | |
Debt Instrument [Line Items] | |||||||||
Convertible senior notes issuance costs - equity | $ 60,931,000 | ||||||||
Debt Instrument, Convertible, Effective Interest Rate (Deprecated 2013-01-31) | 2 years 6 months | ||||||||
Effective interest rate | 5.40% | ||||||||
Payments to repurchase common stock | $ 0 | $ 0 | $ (30,000,000) | ||||||
repayment principal software license | 2,774,000 | 3,054,000 | 2,612,000 | ||||||
Principal Owner [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Net carrying amount | 6,238,000 | ||||||||
Future debt payments 2014 | 3,119,000 | ||||||||
Future debt payments 2015 | 3,119,000 | ||||||||
Amount representing interest | 310,000 | ||||||||
Present value of future debt payments | 5,928,000 | 8,702,000 | |||||||
Current portion | 2,901,000 | 2,774,000 | |||||||
Long-term portion | 3,027,000 | 5,928,000 | |||||||
Maximum outstanding amount - Related Party | 8,800,000 | 11,800,000 | |||||||
repayment principal software license | 2,774,000 | 3,054,000 | 2,612,000 | ||||||
Annual support services | 4,300,000 | 4,300,000 | 2,380,000 | ||||||
Interest expense | 345,000 | 464,000 | 431,000 | ||||||
Payments to Suppliers | 7,419,000 | 7,818,000 | 5,423,000 | ||||||
Oracle Related Party Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Related Party Transaction, Rate | 6.20% | ||||||||
Oracle Related Party Note Amendment [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||||
Net carrying amount | $ 12,400,000 | ||||||||
Effective interest rate | 4.50% | ||||||||
Related Party Transaction, Rate | 2.12% | ||||||||
Software license agreement fee | $ 13,100,000 | ||||||||
Support service fee | 4,300,000 | $ 2,400,000 | |||||||
Convertible Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible senior notes | 310,000,000 | $ 310,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.25% | ||||||||
Common shares convertered to per convertible note | 8.6133 | ||||||||
Debt Instrument, Face Amount | $ 1,000 | ||||||||
Debt Instrument, Convertible, Stock Price Trigger | $ 116.10 | ||||||||
Convertible stock conversion premium | 35.00% | ||||||||
Sale of Stock, Price Per Share | $ 86 | ||||||||
Convertible senior note issuance costs - total | $ 8,400,000 | ||||||||
Convertible senior notes issuance costs - liability | 3,400,000 | $ 6,700,000 | |||||||
Debt Instrument, Unamortized Discount | (32,045,000) | ||||||||
Net carrying amount | 277,955,000 | ||||||||
Contractual interest expense | 775,000 | 775,000 | 446,000 | ||||||
Amortization of debt issuance costs | 1,294,000 | 1,237,000 | 696,000 | ||||||
Amortization of Debt Discount (Premium) | 12,245,000 | 11,673,000 | 6,620,000 | ||||||
Interest Expense, Debt | 14,314,000 | $ 13,685,000 | $ 7,762,000 | ||||||
Proceeds to repurchase company's stock | $ 30,000,000 | ||||||||
Repurchased and retired common stock price paid -shares | 348,837 | ||||||||
Payments to repurchase common stock | $ (30,000,000) | ||||||||
Additional paid-in capital | Convertible Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible senior notes issuance costs - equity | 1,700,000 | ||||||||
Level 2 [Member] | Convertible Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair value - level 2 | $ 307,024,000 |
Lease Commitments (Details)
Lease Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Capital Leased Assets [Line Items] | |||
Capital lease outstanding as of year end | $ 39 | $ 238 | |
Accumulated amortization capital leases at year end | 2,700 | 2,400 | |
Current portion - capital lease | 36 | 195 | |
Long-term portion - capital lease | 3 | 43 | |
Total debt related to capital leases | 39 | 238 | |
Future Minimum Capital Lease Payments [Abstract] | |||
2,012 | 36 | ||
2,013 | 3 | ||
2,014 | 0 | ||
2,015 | 0 | ||
2,016 | 0 | ||
Thereafter | 0 | ||
Future minimum lease payments | 39 | ||
Amount representing interest | 0 | ||
Present value of future minimum lease payments | 39 | ||
Future Minimum Operating Lease Payments [Abstract] | |||
2,012 | 19,027 | ||
2,013 | 24,140 | ||
2,014 | 24,244 | ||
2,015 | 20,615 | ||
2,016 | 15,575 | ||
Thereafter | 28,484 | ||
Future minimum lease payments | 132,085 | ||
Total Future Minimum Capital Lease and Operating Lease Payments [Abstract] | |||
2,012 | 19,063 | ||
2,013 | 24,143 | ||
2,014 | 24,244 | ||
2,015 | 20,615 | ||
2,016 | 15,575 | ||
Total future minimum payments | 132,124 | ||
Rental expenses for operating leases and sublease income [Abstract] | |||
Operating rental expense net of sublease income | 20,400 | 15,400 | $ 11,100 |
Sublease income | $ 448 | $ 321 |
Stock-based Compensation Stoc65
Stock-based Compensation Stock-based Compensation (Details) - USD ($) | Jun. 08, 2016 | Jun. 08, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2007 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares reserved initial plan date | 11,037,000 | ||||||||||||
Capitalized stock-based compensation | $ (1,503,000) | $ (1,415,000) | $ (1,099,000) | ||||||||||
Capitalized internal use software amortization expense | 3,500,000 | 2,700,000 | 1,600,000 | ||||||||||
Stock-based compensation | $ 109,090,000 | $ 96,480,000 | $ 73,660,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||||||
Stock options, Beginning of period, Outstanding (shares) | 2,111,000 | 2,111,000 | |||||||||||
Stock options, Granted (shares) | 429,000 | ||||||||||||
Stock options, Exercised (shares) | (562,000) | ||||||||||||
Stock options, Canceled and forfeited (shares) | (130,000) | ||||||||||||
Stock options, Ending of period, Outstanding (shares) | 1,848,000 | 2,111,000 | |||||||||||
Stock options, Vested and expected to vest | 1,763,000 | ||||||||||||
Stock options, Exercisable | 1,088,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||||||||||
Stock options, Outstanding, Beginning of period, Weighted average exercise price per share (in dollars per share) | $ 55.30 | $ 55.30 | |||||||||||
Stock options, Granted, Weighted average exercise price per share (in dollars per share) | 94.32 | ||||||||||||
Stock options, Exercised, Weighted average exercise price per share (in dollars per share) | 25.25 | ||||||||||||
Stock options, Canceled and forfeited, Weighted average exercise price per share (in dollars per share) | 93.51 | ||||||||||||
Stock options, Outstanding, Ending of period, Weighted average exercise price per share (in dollars per share) | 70.80 | $ 55.30 | |||||||||||
Stock option, Vested and expected to vest, Weighted average exercise price per share (in dollars per share) | 69.69 | ||||||||||||
Stock options, Exercisable, Weighted average exercise price per share (in dollars per share) | $ 56.03 | ||||||||||||
Stock options, Outstanding, Weighted average remaining contractual term (in years) | 6 years 11 months 4 days | ||||||||||||
Stock options, Weighted average remaining contractual term (in years) | 6 years 10 months 3 days | ||||||||||||
Stock options, Outstanding intrinsic value | $ 37,782 | ||||||||||||
Stock options, Vested and expected to vest aggregate intrinsic value | $ 37,655 | ||||||||||||
Stock options, Exercisable, Weighted average remaining contractual term (in years) | 5 years 9 months 28 days | ||||||||||||
Stock options, Exercisable intrinsic value | $ 35,735 | ||||||||||||
weighted-average fair value of options granted | $ 34.54 | $ 36.09 | $ 35.44 | ||||||||||
Expected term (in years) | 4 years 7 months | 4 years 3 months 26 days | 6 years 1 month 7 days | ||||||||||
Expected volatility | 42.00% | 44.00% | 46.00% | ||||||||||
Risk free interest rate | 1.51% | 1.33% | 1.16% | ||||||||||
Dividend Yield | $ 0 | $ 0 | $ 0 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||||||||
Beginning balance (shares) | 2,969,000 | 2,969,000 | |||||||||||
Granted (shares) | 1,563,000 | ||||||||||||
Vested (shares) | $ (15,000,000) | $ (1,249,000) | |||||||||||
Canceled and forfeited (shares) | (266,000) | ||||||||||||
Ending balance (shares) | 3,017,000 | 2,969,000 | |||||||||||
Vesting period | 4 years | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Beginning balance, Weighted average grant date fair value, (in dollars per share) | $ 80.59 | $ 80.59 | |||||||||||
Granted, Weighted average grant date fair value (in dollars per share) | 92.73 | ||||||||||||
Vested, Weighted average grant date fair value (in dollars per share) | 73.67 | ||||||||||||
Ending balance, Weighted average grant date fair value, (in dollars per share) | 90.95 | $ 80.59 | |||||||||||
Canceled and forfeited, Weighted average grant date fair value (in dollars per share) | $ 89.18 | ||||||||||||
Nonvested restricted stock units, restricted stock, performance share and performance unit nonvested intrinsic value | $ 253,954,000 | ||||||||||||
Maximum shares value employee purchase | 25,000 | ||||||||||||
Performance share grant 2014 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Performance Share - Additional Shares for Achievement | 154,750 | ||||||||||||
Performance share grant 2014ii [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Performance Share - Additional Shares for Achievement | 31,183 | ||||||||||||
Performance share grant 2013 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Performance Share - Additional Shares for Achievement | 72,542 | ||||||||||||
Stock Compensation Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares available for future stock-based compensation grants | 6,169,789 | ||||||||||||
Maximum Annual Increase in Stock-based Compensation Plan - shares | 9,000,000 | ||||||||||||
Annual Increase Stock-based Compensation Plan - percentage | 3.50% | ||||||||||||
Stock-based Compensation Contractual Term | 10 years | ||||||||||||
Allocated Share-based Compensation Expense | $ 110,593,000 | $ 97,895,000 | $ 74,759,000 | ||||||||||
Capitalized stock-based compensation | (1,503,000) | (1,415,000) | (1,099,000) | ||||||||||
Capitalized internal use software amortization expense | 1,140,000 | 860,000 | 505,000 | ||||||||||
Stock-based compensation | 110,230,000 | 97,340,000 | 74,165,000 | ||||||||||
Foreign income tax associated with stock-based compensation | 278,000 | $ 310,000 | $ 249,000 | ||||||||||
2007 Plan - 10% Owner [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.00% | ||||||||||||
Minimum Stock Option Exercise Price - 10% Owners | 110.00% | ||||||||||||
Stock-based Compensation Contractual Term | 5 years | ||||||||||||
Performance Shares [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||||||||
Granted (shares) | 91,929 | 559,456 | |||||||||||
Fair value per share | $ 92.58 | ||||||||||||
Performance Shares [Member] | Performance share grant 2014ii [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||||||||
Granted (shares) | 170,875 | ||||||||||||
Performance Shares [Member] | Performance share grant 2013 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||||||||
Granted (shares) | 170,875 | ||||||||||||
Performance Shares [Member] | Performance share grant 2012 and 2014 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||||||||||
Stock options, Granted, Weighted average exercise price per share (in dollars per share) | $ 50.38 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||||||||
Granted (shares) | 341,750 | ||||||||||||
Performance Share - Company-wide Goal [Member] | Performance share grant 2014 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Performance Share achievement percentage | 200.00% | ||||||||||||
Performance Share - Company-wide Goal [Member] | Performance share grant 2014ii [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Performance Share achievement percentage | 126.00% | ||||||||||||
Performance Share - Company-wide Goal [Member] | Performance share grant 2013 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Performance Share achievement percentage | 137.00% | ||||||||||||
Employee Stock Option [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||||||||||
Intrinsic value | 37,500,000 | $ 25,400,000 | $ 75,900,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Total unrecognized compensation cost | $ 23,000,000 | ||||||||||||
Period unrecognized compensation to be recognized | 2 years 5 months | ||||||||||||
Restricted Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||||||||||
Intrinsic value | $ 118,200,000 | 122,200,000 | 145,300,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Total unrecognized compensation cost | $ 173,900,000 | ||||||||||||
Period unrecognized compensation to be recognized | 2 years 10 months | ||||||||||||
ESPP | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
ESPP share available for issuance | 3,500,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||||||||||
Expected term (in years) | 6 months | ||||||||||||
Expected volatility | 29.00% | ||||||||||||
Risk free interest rate | 0.34% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Granted, Weighted average grant date fair value (in dollars per share) | $ 84.94 | ||||||||||||
Total unrecognized compensation cost | $ 1,200,000 | ||||||||||||
Period unrecognized compensation to be recognized | 4 months | ||||||||||||
Principal Owner [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Payments to Suppliers | $ 7,419,000 | $ 7,818,000 | $ 5,423,000 | ||||||||||
Scenario, Forecast [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||||||||
Vested (shares) | $ (10,000,000) |
Other Employee Benefits (Detail
Other Employee Benefits (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Defined contribution plan employer match | $ 6,000 | $ 4,000 | |
Defined contributions plan - employer contributions | 8,900,000 | 5,300,000 | $ 3,900,000 |
service and interest cost and actuarial losses statuory pension obligation | 300,000 | 97,000 | 188,000 |
Unfunded projected statutory benefit obligation - Philippines | 842,000 | 574,000 | |
Periodic benefit cost - Philippines | $ 185,000 | $ 186,000 | $ 126,000 |
Income Taxes Revenue Detail (De
Income Taxes Revenue Detail (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||
Domestic | $ (131,015) | $ (100,608) | $ (76,715) |
Foreign | 653 | 2,737 | 7,205 |
Total | $ (130,362) | $ (97,871) | $ (69,510) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 08, 2015 | Mar. 06, 2013 | |
Current taxes: | ||||||
Total current taxes | $ 2,776 | $ 3,095 | $ 1,207 | |||
Deferred taxes: | ||||||
Total deferred taxes | (8,395) | (929) | (308) | |||
Provision / (benefit) for income taxes | $ (5,619) | $ 2,166 | $ 899 | |||
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ||||||
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% | |||
State tax, net of federal benefit | 0.20% | 1.80% | (0.10%) | |||
Foreign rate differential | (1.70%) | (2.30%) | (2.30%) | |||
Share-based compensation | (7.30%) | (8.40%) | (8.70%) | |||
Meals and entertainment | (0.30%) | (0.30%) | (0.30%) | |||
Other permanent difference | (1.60%) | (2.30%) | (2.10%) | |||
Valuation allowance | (20.00%) | (25.70%) | (22.80%) | |||
Effective Income Tax Rate | 4.30% | (2.20%) | (1.30%) | |||
Deferred tax assets: | ||||||
Deferred revenue | $ 5,128 | $ 5,146 | ||||
Other reserves and accruals | 15,258 | 12,878 | ||||
Share-based compensation | 23,468 | 20,675 | ||||
Federal operating loss carryforwards | 137,878 | 112,949 | ||||
State and foreign net operating loss carryforwards | 13,015 | 14,809 | ||||
Research and development credits | 3,814 | 3,840 | ||||
Deferred tax assets | 198,561 | 170,297 | ||||
Deferred tax liabilities: | ||||||
Property and equipment | (1,105) | (797) | ||||
Convertible debt | (11,822) | (16,348) | ||||
Acquired intangible assets | (9,974) | (4,598) | ||||
Tax deductible goodwill | (1,195) | (670) | ||||
Deferred tax liabilities | (24,096) | (22,413) | ||||
Net deferred tax assets, before valuation allowance | 174,465 | 147,884 | ||||
Valuation allowance | (175,076) | (148,682) | ||||
Net deferred tax liabilities | (611) | (798) | ||||
Excess tax benefit on stock-based compensation | 242 | 313 | ||||
Unrecognized tax benefits | 114 | 190 | $ 337 | |||
Accrued interest and penalties related to unrecognized tax benefits | 9 | 43 | ||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||||
Beginning balance - uncrecognized tax benefits, gross | $ 3,388 | 15,460 | 3,653 | 3,388 | ||
Decrease- related to prior year positions | (11,192) | |||||
Increases- related to prior year positions | 8,552 | 300 | ||||
(Decrease) / Increases- current year tax positions | 91 | 3,374 | 0 | |||
(Decrease) / Increases- due to lapses | (242) | (119) | (31) | |||
Other | (36) | 0 | (4) | |||
Ending balance - uncrecognized tax benefits, gross | 4,081 | 15,460 | 3,653 | |||
Deferred Tax Liabilities, Undistributed Foreign Earnings | 5,700 | |||||
Deferred Tax Liabilities, Undistributed Foreign Earnings | 2,000 | |||||
Internal Revenue Service (IRS) [Member] | ||||||
Deferred tax liabilities: | ||||||
Net operating loss carryforwards | 865,000 | |||||
Research and development tax carryforwards | 5,200 | |||||
CALIFORNIA | ||||||
Deferred tax liabilities: | ||||||
Net operating loss carryforwards | 328,400 | |||||
Federal | ||||||
Current taxes: | ||||||
Federal | 0 | 0 | 0 | |||
Deferred taxes: | ||||||
Federal | (7,074) | 240 | (974) | |||
State | ||||||
Current taxes: | ||||||
State | 130 | 6 | (29) | |||
Deferred taxes: | ||||||
State | (756) | (36) | (70) | |||
Deferred tax liabilities: | ||||||
Net operating loss carryforwards | 205,100 | |||||
Research and development tax carryforwards | 2,600 | |||||
Employee Stock Option [Member] | ||||||
Deferred tax liabilities: | ||||||
Net operating loss carryforwards | 140,600 | |||||
Foreign | ||||||
Current taxes: | ||||||
Foreign | 2,646 | 3,089 | 1,236 | |||
Deferred taxes: | ||||||
Foreign | (565) | (1,133) | $ 736 | |||
Deferred tax liabilities: | ||||||
Net operating loss carryforwards | 11,000 | |||||
Operating loss carryforwards, subject to expiration | 5,800 | |||||
Additional paid-in capital | ||||||
Deferred tax liabilities: | ||||||
Excess tax benefit on stock-based compensation | $ 242 | $ 313 | ||||
Bronto Business Combination [Member] | ||||||
Deferred taxes: | ||||||
Deferred tax liabilities | $ 13,495 | |||||
Deferred tax liabilities: | ||||||
Net deferred tax liabilities | $ (8,300) | |||||
WH Business Combination [Member] | ||||||
Deferred taxes: | ||||||
Provision / (benefit) for income taxes | 1,100 | |||||
Deferred tax liabilities | $ 1,322 | |||||
WH Business Combination [Member] | Internal Revenue Service (IRS) [Member] | ||||||
Deferred taxes: | ||||||
Deferred tax liabilities | $ 1,100 |
Net Loss Per Common Share Net69
Net Loss Per Common Share Net Loss Per Common Share Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net Loss attributable to NetSuite Inc. common stockholders | $ (124,743) | $ (100,037) | $ (70,409) |
Weighted average number of shares used in computing net loss per share | 78,521,000 | 76,174,000 | 74,085,000 |
Net loss per common share, basic and diluted | $ (1.59) | $ (1.31) | $ (0.95) |
Antidilutive Shares [Abstract] | |||
Antidilutive shares excluded from computation of loss per share | 5,087 | 4,845 | 5,216 |
Options to purchase shares of common stock [Member] | |||
Antidilutive Shares [Abstract] | |||
Antidilutive shares excluded from computation of loss per share | 2,130 | 2,102 | 2,196 |
Unvested RSUs, PSUs and restricted stock awards [Member] | |||
Antidilutive Shares [Abstract] | |||
Antidilutive shares excluded from computation of loss per share | 2,957 | 2,743 | 3,020 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 35 Months Ended | 41 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 27, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Mar. 31, 2015 | Mar. 01, 2013 | |
Related Party Transaction [Line Items] | |||||||||||||
repayment principal software license | $ 2,774,000 | $ 3,054,000 | $ 2,612,000 | ||||||||||
Capitalized Internal Use Software | 4,500,000 | 4,000,000 | 3,200,000 | ||||||||||
SolarWinds [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related Party Transaction, Agreement, Amount Of Agreement | $ 3,000,000 | ||||||||||||
Oakland Athletics [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related Party Transaction, Agreement, Amount Of Agreement | 0 | ||||||||||||
SanDisk [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related Party Transaction, Agreement, Amount Of Agreement | $ 0 | ||||||||||||
Principal Owner [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related Party Transaction, Terms and Manner of Settlement | 40 | ||||||||||||
Fair Value Nonmonetary Assets Provided by Company | 67,000 | $ 62,000 | $ 342,000 | ||||||||||
Fair Value Services Received Nonmonetary Transaction | 33,000 | 33,000 | $ 400,000 | ||||||||||
Nonmonetary Transaction, Gross Operating Revenue Recognized | $ 19,000 | 107,000 | $ 15,000 | ||||||||||
Related Party Transaction, Agreement, Amount Of Agreement | $ 875,000 | ||||||||||||
RightNow Technology | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payments to Suppliers | 916,000 | 918,000 | 937,000 | ||||||||||
Subscription and Professional Service Revenue Related Party | 2,838,000 | 3,264,000 | 2,311,000 | ||||||||||
Accounts Receivable, Related Parties, Current | $ 532,000 | 532,000 | |||||||||||
Hubstop [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related Party Transaction, Agreement, Amount Of Agreement | $ 0 | ||||||||||||
Cornerstone on Demand [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related Party Transaction, Agreement, Amount Of Agreement | $ 0 | $ 0 | 0 | ||||||||||
Related Party 1 [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from Customers | 124,000 | ||||||||||||
Payments to Suppliers | $ 3,000 | 90,000 | |||||||||||
Subscription and Professional Service Revenue Related Party | 127,000 | $ 93,000 | |||||||||||
Twilio [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related Party Transaction, Agreement, Amount Of Agreement | 0 | ||||||||||||
Metlife [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related Party Transaction, Agreement, Amount Of Agreement | $ 0 | ||||||||||||
Oracle Related Party Note Amendment [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Support service fee | $ 4,300,000 | $ 2,400,000 | |||||||||||
Related Party Transaction, Rate | 2.12% | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% |
Schedule II Valuation and Qua71
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Allowance for doubtful accounts | $ 1,886 | ||
Allowance for Doubtful Accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Allowance for doubtful accounts | 1,886 | $ 833 | $ 701 |
Charged to operations | 2,293 | 1,446 | 1,041 |
Charged to deferred revenues | 4,874 | 4,196 | 1,902 |
Write-offs | (7,065) | (4,589) | (2,811) |
Allowance for doubtful accounts | $ 1,988 | $ 1,886 | $ 833 |