Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 28, 2013 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'ACTV | ' |
Entity Registrant Name | 'ACTIVE NETWORK INC | ' |
Entity Central Index Key | '0001163932 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 64,737,183 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $103,330 | $58,493 |
Restricted cash | 308 | 1,145 |
Registrations receivable | 22,580 | 16,260 |
Accounts receivable, net | 51,774 | 51,363 |
Inventories | 3,918 | 4,809 |
Prepaid expenses and other current assets | 10,548 | 8,922 |
Total current assets | 192,458 | 140,992 |
Property and equipment, net | 42,500 | 41,236 |
Software development costs, net | 49,073 | 51,151 |
Goodwill | 242,869 | 243,716 |
Intangible assets, net | 46,564 | 62,806 |
Other long-term assets | 2,600 | 2,569 |
Total assets | 576,064 | 542,470 |
Current liabilities: | ' | ' |
Accounts payable | 3,107 | 8,174 |
Registration fees payable | 88,125 | 61,272 |
Accrued expenses | 51,669 | 38,865 |
Deferred revenue | 69,715 | 66,846 |
Capital lease obligations, current portion | 2,278 | 2,774 |
Other current liabilities | 3,495 | 4,373 |
Total current liabilities | 218,389 | 182,304 |
Capital lease obligations, net of current portion | 1,088 | 2,462 |
Other long-term liabilities | 5,690 | 6,192 |
Deferred tax liability | 21,427 | 19,065 |
Total liabilities | 246,594 | 210,023 |
Commitments and contingencies (Note 14) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value-authorized, 100,000 shares; no shares issued and outstanding | ' | ' |
Common stock, $0.001 par value-authorized, 1,000,000; issued, 65,303 and 60,670; outstanding, 63,528 and 60,894 | 64 | 62 |
Treasury stock (at cost, 1,776 shares) | -11,959 | -11,959 |
Additional paid-in capital | 676,592 | 653,694 |
Accumulated other comprehensive income | 8,052 | 8,934 |
Accumulated deficit | -343,279 | -318,284 |
Total stockholders' equity | 329,470 | 332,447 |
Total liabilities and stockholders' equity | $576,064 | $542,470 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par share | $0.00 | $0.00 |
Common stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, shares issued | 65,303 | 60,670 |
Common stock, shares outstanding | 63,528 | 60,894 |
Treasury stock, at cost | 1,776 | 1,776 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net Revenue: | ' | ' | ' | ' |
Technology revenue | $104,407 | $96,170 | $318,870 | $288,445 |
Marketing services revenue | 13,128 | 13,049 | 37,036 | 36,776 |
Total net revenue | 117,535 | 109,219 | 355,906 | 325,221 |
Cost of net revenue: | ' | ' | ' | ' |
Cost of technology revenue | 50,896 | 45,571 | 156,355 | 142,038 |
Cost of marketing services revenue | 916 | 1,826 | 3,131 | 5,257 |
Total cost of net revenue | 51,812 | 47,397 | 159,486 | 147,295 |
Gross profit | 65,723 | 61,822 | 196,420 | 177,926 |
Operating expenses: | ' | ' | ' | ' |
Sales and marketing | 25,307 | 24,154 | 79,281 | 73,462 |
Research and development | 20,703 | 20,624 | 63,375 | 62,954 |
General and administrative | 20,441 | 15,862 | 61,980 | 49,309 |
Amortization of intangibles | 3,956 | 5,492 | 12,396 | 16,780 |
Total operating expenses | 70,407 | 66,132 | 217,032 | 202,505 |
Loss from operations | -4,684 | -4,310 | -20,612 | -24,579 |
Interest income | 13 | 23 | 44 | 73 |
Interest expense | -151 | -239 | -486 | -480 |
Other income (expense), net | 431 | 486 | -592 | 1,363 |
Loss before provision for income taxes | -4,391 | -4,040 | -21,646 | -23,623 |
Provision for income taxes | 904 | 1,982 | 3,349 | 5,062 |
Net loss attributable to common stockholders | ($5,295) | ($6,022) | ($24,995) | ($28,685) |
Net loss per share attributable to common stockholders: | ' | ' | ' | ' |
Basic | ($0.08) | ($0.10) | ($0.40) | ($0.49) |
Diluted | ($0.08) | ($0.10) | ($0.40) | ($0.49) |
Weighted-average shares used to compute net loss per share attributable to common stockholders: | ' | ' | ' | ' |
Basic | 62,757 | 59,444 | 61,718 | 58,259 |
Diluted | 62,757 | 59,444 | 61,718 | 58,259 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net loss | ($5,295) | ($6,022) | ($24,995) | ($28,685) |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation | 675 | 1,483 | -882 | 1,446 |
Total other comprehensive income (loss) | 675 | 1,483 | -882 | 1,446 |
Comprehensive loss | ($4,620) | ($4,539) | ($25,877) | ($27,239) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Operating activities | ' | ' |
Net loss | ($24,995) | ($28,685) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization of property and equipment | 30,311 | 23,995 |
Amortization of intangible assets | 15,970 | 21,132 |
Stock-based compensation expense | 19,086 | 11,992 |
Allowance for doubtful accounts, net of write-offs | -156 | -410 |
Deferred tax liability | 2,391 | 3,046 |
Amortization of acquisition-related costs | -779 | -898 |
Gain on contingent consideration | ' | -1,123 |
Change in operating assets and liabilities, net of effect of acquisitions: | ' | ' |
Restricted cash | 837 | 627 |
Registrations receivable | -6,321 | -4,274 |
Accounts receivable | -453 | -2,483 |
Inventories | 891 | -1,831 |
Prepaid expenses and other assets | -1,680 | -2,692 |
Accounts payable | -4,755 | -1,290 |
Registration fees payable | 26,854 | 252 |
Accrued expenses | 15,639 | 4,706 |
Deferred revenue | 3,105 | 13,914 |
Other liabilities | -329 | 1,170 |
Net cash provided by operating activities | 75,616 | 37,148 |
Investing activities | ' | ' |
Purchases of property and equipment | -16,690 | -12,665 |
Capitalized software development | -16,266 | -17,194 |
Cash paid for acquisitions, net of cash acquired | ' | -38,037 |
Net cash used in investing activities | -32,956 | -67,896 |
Financing activities | ' | ' |
Proceeds from issuance of common stock | 5,444 | 9,247 |
Payments on capital lease obligations | -1,869 | -3,552 |
Payments of employee tax withholdings from equity transactions | -1,896 | ' |
Proceeds from long-term debt | ' | 5,000 |
Repayment of long-term debt | ' | -10,000 |
Net cash provided by financing activities | 1,679 | 695 |
Effect of exchange rates on cash | 498 | -147 |
Net increase (decrease) in cash and cash equivalents | 44,837 | -30,200 |
Cash and cash equivalents at beginning of period | 58,493 | 108,699 |
Cash and cash equivalents at end of period | 103,330 | 78,499 |
Supplemental disclosures of cash flow information | ' | ' |
Cash paid during the period for interest | 398 | 378 |
Cash paid during the period for taxes | 524 | 922 |
Supplemental disclosures of noncash financing and investing activities | ' | ' |
Acquisition of property and equipment under capital leases | ' | 1,334 |
Fixed asset purchases included in accounts payable and accrued expenses | $739 | $2,025 |
Business
Business | 9 Months Ended |
Sep. 30, 2013 | |
Business | ' |
1. Business | |
The Active Network, Inc., a Delaware corporation, and its subsidiaries (“Active” or the “Company”), provide cloud computing applications for Activity and Participant Management™ that form an online network connecting a fragmented and diverse group of activity and event organizers with a large base of potential participants. The Company’s technology platform transforms the way organizers manage their activities and events by automating online registrations and streamlining other critical management functions, while driving consumer participation to their activities and events. | |
Pending Merger with Vista Equity Partners | |
On September 28, 2013, Active, Athlaction Holdings, LLC, a Delaware limited liability company (“Parent”), and Athlaction Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Parent and Purchaser are beneficially owned by affiliates of Vista Equity Partners Fund III, L.P. and Vista Equity Partners Fund IV, L.P. (collectively, “Vista”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Vista commenced a tender offer (the “Offer”) on October 8, 2013 to acquire all of the outstanding shares of common stock of the Company, $0.001 par value per share (the “Shares”), at a purchase price of $14.50 per Share in cash (the “Offer Price”), without interest. | |
The consummation of the Offer is conditioned on among other things (i) there having been validly tendered and not validly withdrawn Shares that represent one more than 50% of the total number of Shares outstanding on a fully diluted basis at the time of the expiration of the Offer, (ii) expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”) and (iii) the receipt of proceeds by Parent under certain financing agreements. On October 21, 2013, the waiting period under the HSR Act applicable to the Offer was terminated, and accordingly, the condition relating to the expiration or termination of the HSR Act waiting period has been satisfied. | |
Following the consummation of the Offer and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement and in accordance with the relevant provisions of the Delaware General Corporation Law (the “DGCL”) and other applicable laws, Purchaser will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent, at which time each outstanding Share (other than Shares owned by Parent, Purchaser or the Company, or any of their respective wholly owned subsidiaries, or Shares with respect to which appraisal rights are properly exercised under Delaware law) will be converted into the right to receive an amount in cash equal to the Offer Price, without interest. | |
The Merger Agreement contains certain termination rights of Vista and Active and provides that, upon the termination of the Merger Agreement under specified circumstances, Active would be required to pay Vista a termination fee of $32.0 million. |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation | ' |
2. Basis of Presentation | |
The unaudited condensed consolidated financial statements include the accounts of Active and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. | |
The unaudited condensed consolidated financial statements have been prepared by the Company, and reflect all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of management, necessary for the fair presentation of the Company’s financial position, results of operations, comprehensive loss and cash flows for the interim periods presented. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these statements do not include all information and footnotes required by GAAP for annual consolidated financial statements, and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal year ended December 31, 2012 contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2013. The unaudited condensed consolidated financial statements prepared in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the operating results to be expected for the full fiscal year or future operating periods. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Summary of Significant Accounting Policies | ' |
3. Summary of Significant Accounting Policies | |
The Company’s significant accounting policies and recent accounting pronouncements were described in Note 2 to its consolidated financial statements included in its 2012 Annual Report on Form 10-K for the fiscal year ended December 31, 2012. There have been no significant changes in the Company’s accounting policies since December 31, 2012 other than as presented below. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
Recent Accounting Pronouncements | ' |
4. Recent Accounting Pronouncements | |
In February 2013, the Financial Accounting Standards Board (“FASB”) issued an update to the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income (loss) if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income (loss). For other amounts that are not required under GAAP to be reclassified in their entirety from accumulated other comprehensive income to net income (loss) in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. This accounting standard became effective for the Company beginning in the first quarter of fiscal 2013, and its adoption did not have an impact on the Company’s consolidated financial statements. | |
In July 2013, the FASB issued a new accounting standard that will require the presentation of certain unrecognized tax benefits as reductions to deferred tax assets rather than as liabilities in the consolidated balance sheets when a net operating carryforward, a similar tax loss or a tax credit carryforward exists. The Company will be required to adopt this new standard on a prospective basis in the first quarter of fiscal 2014; however, early adoption is permitted as is a retrospective application. The Company is currently evaluating the timing, transition method and impact of this new standard on its consolidated results of operations and financial condition. |
Business_Combination
Business Combination | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Business Combination | ' | ||||||||
5. Business Combination | |||||||||
Acquisition of StarCite, Inc. | |||||||||
On December 30, 2011, the Company completed its acquisition of all of the outstanding shares of StarCite, Inc. (“StarCite”), a provider of a technology platform that delivers content and services for meetings and event planning to corporations, hotels, venues and meetings suppliers for total consideration of $57.4 million. The acquisition enables the Company to provide an integrated solution for the events space and broaden its customer base. | |||||||||
Total consideration comprised $38.1 million in cash, 1,350,000 shares of common stock with a fair value of approximately $18.4 million and 150,000 shares of contingently issuable common stock with an acquisition date fair value of approximately $1.1 million to be issued in the event that the Company’s shares of common stock did not close trading at or above $15.00 per share for at least three consecutive days at any time during the sixty day period following the effective date of a registration statement filed to register the shares issued, pursuant to the agreement and plan of merger. | |||||||||
The Company’s common stock traded at or above $15.00 per share for three consecutive days subsequent to April 11, 2012, the effective registration date of the shares; accordingly the contingently issuable shares were not issuable to the former StarCite security holders. Immediately prior to the effective date of the registration statement, the estimated fair value of the contingent consideration was approximately $38,000. The change in the estimated fair value of the contingent consideration was recorded in other income in the Company’s unaudited condensed consolidated statements of operations and the remaining fair value was transferred from other current liabilities to equity. | |||||||||
The acquisition agreement included an initial escrow of approximately $0.3 million in cash to cover potential expenses of the security holders’ agent and 300,000 common shares valued at approximately $4.1 million, based on the closing price of the Company’s common stock on the last trading day of fiscal 2011 to satisfy any claims under the indemnification provisions of the agreement for a period of 12 months following the acquisition date. During the year ended December 31, 2012, 20,320 escrow shares valued at approximately $0.3 million were cancelled in order to satisfy indemnification claims related to the acquisition, 34,197 escrow shares valued at $0.5 million were set aside by the Company as a share reserve to satisfy unresolved indemnification claims related to the acquisition and 245,483 shares were issued and released from escrow. The cancellation of the shares was recorded as a purchase price adjustment with a corresponding reduction to goodwill, as the estimated fair value of assets acquired and liabilities assumed was preliminary. | |||||||||
The estimated fair values of assets acquired and liabilities assumed for the StarCite acquisition, are as follows (in thousands): | |||||||||
Cash | $ | 572 | |||||||
Restricted cash | 692 | ||||||||
Accounts receivable | 14,566 | ||||||||
Prepaid and other assets | 1,301 | ||||||||
Fixed assets | 1,912 | ||||||||
Goodwill | 21,690 | ||||||||
Intangible assets | 36,500 | ||||||||
Accounts payable | (1,398 | ) | |||||||
Accrued expenses | (5,459 | ) | |||||||
Deferred revenue | (11,286 | ) | |||||||
Capital lease obligations | (480 | ) | |||||||
Other liabilities | (528 | ) | |||||||
Unfavorable leases | (695 | ) | |||||||
Total purchase price | $ | 57,387 | |||||||
The acquisition was accounted for as a purchase business combination. The following table summarizes the identifiable intangible assets acquired as of the date of the acquisition (dollars in thousands): | |||||||||
Gross Amount | Amortization | ||||||||
at Acquisition | Period | ||||||||
Date | |||||||||
Trademarks | $ | 5,100 | 9 years | ||||||
Customer relationships | 17,300 | 9 years | |||||||
Customer contracts | 6,800 | 3 years | |||||||
Complete technology | 6,500 | 9 years | |||||||
Non-compete agreements | 800 | 1 year | |||||||
Total intangible assets | $ | 36,500 | |||||||
Goodwill of $21.7 million, none of which is deductible for tax purposes, represents the excess of the purchase price over the estimated fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed from StarCite. The carrying amount of goodwill is allocated to the technology operating segment of the Company. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value Measurements | ' |
6. Fair Value Measurements | |
FASB guidance for fair value measurements clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. | |
The Company’s financial assets and liabilities that are measured at fair value on a recurring basis were insignificant at September 30, 2013 and December 31, 2012. |
Accounts_Receivable_and_Allowa
Accounts Receivable and Allowance for Doubtful Accounts | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ' | ||||||||
7. Accounts Receivable and Allowance for Doubtful Accounts | |||||||||
Accounts receivable is as follows (in thousands): | |||||||||
September, 30 | December 31, | ||||||||
2013 | 2012 | ||||||||
Accounts receivable | $ | 52,920 | $ | 52,353 | |||||
Less: Allowance for doubtful accounts | (1,146 | ) | (990 | ) | |||||
Accounts receivable, net | $ | 51,774 | $ | 51,363 | |||||
Allowances for doubtful accounts are established based on various factors including individual accounts receivable over a specific aging, historical payments, and current economic trends. The Company reviews its allowances by assessing individual accounts receivable over a specific aging and amount, and all other balances on a pooled basis based on historical collection experience. Accounts receivable are written off on a case-by-case basis, net of any amounts that may be collected. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property and Equipment | ' | ||||||||
8. Property and Equipment | |||||||||
Property and equipment is as follows (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Computer and software | $ | 92,133 | $ | 80,521 | |||||
Furniture and fixtures | 10,776 | 10,307 | |||||||
Leasehold improvements | 7,702 | 6,485 | |||||||
Property and equipment | 110,611 | 97,313 | |||||||
Less: Accumulated depreciation | (68,111 | ) | (56,077 | ) | |||||
Property and equipment, net | $ | 42,500 | $ | 41,236 | |||||
Depreciation expense was $4.1 million and $3.9 million for the three months ended September 30, 2013 and 2012, respectively, and $12.3 million and $11.6 million for the nine months ended September 30, 2013 and 2012, respectively. | |||||||||
Included in fixed assets are $14.5 million of equipment under capital leases at September 30, 2013 and December 31, 2012. Accumulated amortization of assets under capital leases totaled $9.6 million and $7.9 million at September 30, 2013 and December 31, 2012, respectively. |
Software_Development_Costs
Software Development Costs | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Software Development Costs | ' | ||||||||
9. Software Development Costs | |||||||||
Capitalized software development costs are as follows (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Software development costs | $ | 104,945 | $ | 89,221 | |||||
Less: Accumulated amortization | (55,872 | ) | (38,070 | ) | |||||
Software development costs, net | $ | 49,073 | $ | 51,151 | |||||
Amortization expense was $6.2 million and $4.2 million for the three months ended September 30, 2013 and 2012, respectively, and $18.0 million and $12.4 million for the nine months ended September 30, 2013 and 2012, respectively. |
Goodwill
Goodwill | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Goodwill | ' | ||||||||||||
10. Goodwill | |||||||||||||
The change in the carrying amount of goodwill for the nine months ended September 30, 2013 is as follows (in thousands): | |||||||||||||
Technology | Marketing | Total | |||||||||||
Services | |||||||||||||
Balance at December 31, 2012 | $ | 230,998 | $ | 12,718 | $ | 243,716 | |||||||
Effect of exchange rate changes | (847 | ) | — | (847 | ) | ||||||||
Balance at September 30, 2013 | $ | 230,151 | $ | 12,718 | $ | 242,869 | |||||||
Intangible_Assets
Intangible Assets | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Intangible Assets | ' | ||||||||||||||||||||||||
11. Intangible Assets | |||||||||||||||||||||||||
Intangible assets are amortized using a combination of straight-line and accelerated methods based on the expected cash flows from the assets. | |||||||||||||||||||||||||
Certain of the Company’s intangible assets were recorded in foreign currencies and both the gross carrying amounts and accumulated amortization are subject to foreign exchange adjustments. The carrying values of amortized intangible assets are as follows (in thousands): | |||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | ||||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Intellectual property | $ | 24,353 | $ | (17,308 | ) | $ | 7,045 | $ | 24,800 | $ | (14,124 | ) | $ | 10,676 | |||||||||||
Non-compete agreements | 2,098 | (1,357 | ) | 741 | 2,098 | (832 | ) | 1,266 | |||||||||||||||||
Customer relationships | 44,132 | (16,074 | ) | 28,058 | 44,132 | (11,256 | ) | 32,876 | |||||||||||||||||
Trade names | 12,920 | (5,087 | ) | 7,833 | 13,385 | (4,113 | ) | 9,272 | |||||||||||||||||
Customer contracts | 27,997 | (25,110 | ) | 2,887 | 46,888 | (38,172 | ) | 8,716 | |||||||||||||||||
Intangible assets | $ | 111,500 | $ | (64,936 | ) | $ | 46,564 | $ | 131,303 | $ | (68,497 | ) | $ | 62,806 | |||||||||||
Amortization of intellectual property is recorded in cost of revenue, while the amortization of other acquired intangible assets is included in operating expenses. The following table summarizes the classification of amortization expense of acquired intangible assets for the periods indicated (in thousands): | |||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
Cost of technology revenue | $ | 1,166 | $ | 1,323 | $ | 3,530 | $ | 4,034 | |||||||||||||||||
Cost of marketing services revenue | 15 | 85 | 44 | 318 | |||||||||||||||||||||
Operating expenses | 3,956 | 5,492 | 12,396 | 16,780 | |||||||||||||||||||||
Total amortization of acquired intangible assets | $ | 5,137 | $ | 6,900 | $ | 15,970 | $ | 21,132 | |||||||||||||||||
Accrued_Expenses
Accrued Expenses | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accrued Expenses | ' | ||||||||
12. Accrued Expenses | |||||||||
The following table presents the detail of accrued expenses for the periods presented (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Accrued compensation | $ | 24,088 | $ | 14,569 | |||||
Sales and other foreign taxes | 7,468 | 6,065 | |||||||
Accrued rebates | 4,719 | 4,234 | |||||||
Other accrued expenses | 15,394 | 13,997 | |||||||
Accrued expenses | $ | 51,669 | $ | 38,865 | |||||
LongTerm_Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2013 | |
Long-Term Debt | ' |
13. Long-Term Debt | |
In December 2011, the Company entered into a five-year, senior secured revolving credit facility, with certain institutional lenders, for an initial aggregate principal amount of $50 million (the “Credit Facility”). The Company has the ability to issue up to $15 million for letters of credit and $5 million for swing line loans under the Credit Facility. The Credit Facility also includes an “accordion” feature which allows the Company, subject to certain terms and conditions, to increase the lending commitments by up to $25 million. The Credit Facility has a maturity date of December 16, 2016, but the outstanding amounts may be prepaid at any time without penalty or premium (except for certain customary break funding payments in connection with LIBOR loans) and is available to fund acquisitions and ongoing operations. | |
In July 2012, the Company amended the Credit Facility by increasing the aggregate principal amount to $100 million, increasing the ability to issue letters of credit up to $25 million and increasing the “accordion” feature up to $50 million. | |
Any advance under the Credit Facility will accrue interest at rates per annum that are equal to, based on certain conditions, either (a) 1.5% above the applicable LIBOR rate, or (b) 0.5% above (i) the greatest of (x) the prime rate, (y) the federal funds effective rate plus 0.5% or (z) a daily rate equal to one-month LIBOR plus 1.00%. The unused portion of the Credit Facility will also be subject to an unused fee that will be calculated at a per annum rate of 0.25%. The interest rate under the Credit Facility was 1.75% and 1.81% as of September 30, 2013 and December 31, 2012, respectively. | |
Under the Credit Facility, the Company is required to comply with certain financial covenants and ratios, including a quarterly consolidated leverage ratio of consolidated funded indebtedness to EBITDA of not more than 2.5 to 1.0 and a quarterly consolidated fixed charge coverage ratio of not less than 1.5 to 1.0. Substantially all of the Company’s tangible and intangible assets are considered collateral security under the secured Credit Facility. As of September 30, 2013 and December 31, 2012, the Company was in compliance with all specified financial covenants and ratios. | |
The Company had no amount outstanding under the Credit Facility as of September 30, 2013 and December 31, 2012. Amounts available under the Credit Facility were $94.2 million and $93.9 million as of September 30, 2013 and December 31, 2012, respectively, net of $5.8 million and $6.1 million in outstanding letters of credit, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies | ' |
14. Commitments and Contingencies | |
Operating Leases | |
The Company leases its office and datacenter facilities under non-cancelable leases that expire at various times through 2021. The Company is also responsible for certain real estate taxes, utilities and maintenance costs on its office facilities. Rent expense was approximately $3.3 million and $3.7 million for the three months ended September 30, 2013 and 2012, respectively, and $10.4 million and $10.7 million for the nine months ended September 30, 2013 and 2012, respectively. | |
Guarantees | |
The Company enters into arrangements with third-party customers to guarantee performance by the Company. The Company may provide a corporate guarantee, irrevocable letter of credit, surety bond or any other form of guarantee acceptable to the third-party customer. As of September 30, 2013 and December 31, 2012, the Company had guarantees of $5.8 million and $7.2 million, respectively. | |
Self-Insured Health Plan | |
The Company is generally self-insured for losses and liabilities related to health benefits. The Company’s self-insurance accruals are based on estimates, and while the Company believes that the amounts accrued are adequate, the ultimate claims may be in excess of the amounts provided. The Company’s accrued health benefits liability was $1.3 million and $1.2 million at September 30, 2013 and December 31, 2012, respectively. | |
Sales and Use Tax | |
In the normal course of business, the Company is subject to sales and use tax audits in certain states. As a result, the Company records a liability for sales and use taxes and evaluates the adequacy of such amounts each reporting period. At September 30, 2013 and December 31, 2012, the Company maintained a liability for sales and use taxes of approximately $5.0 million and $5.1 million, respectively. | |
In June 2013, the Company was notified by the Texas Comptroller of Public Accounts that it had concluded its sales and use tax audit for the periods of April 1, 2009 through June 30, 2012. In July 2013, the Company was notified by the New York State Department of Taxation and Finance that it had concluded its sales and use tax audit for the periods of June 1, 2010 through February 28, 2013. Based on the results of these audits, the Company reduced its sales and use tax liability by approximately $1.0 million and $1.6 million, during the three and nine months ended September 30, 2013, respectively, which the Company recorded as a reduction to its operating expenses on its unaudited condensed consolidated financial statements. | |
Indemnification | |
The Company enters into indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to its technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. | |
The Company indemnifies its officers and directors under the terms of indemnity agreements entered into with them, as well as pursuant to the Company’s certificate of incorporation, bylaws and applicable Delaware law. | |
Penalty Accruals | |
The Company maintains a liability of $1.1 million and $1.5 million at September 30, 2013 and December 31, 2012, respectively, as a result of the potential exposure for penalties from its customers for various technical disruptions. The Company estimates the penalty accrual based on specific identification and the Company’s historical experience. | |
Separation Arrangements | |
On May 1, 2013, Matthew Landa resigned from his position as Chief Executive Officer of the Company effective April 30, 2013 and David Alberga resigned from his position as Executive Chairman of the Company and Chairman of the Board of Directors of the Company effective April 30, 2013. Mr. Alberga remains a member of the Company’s Board of Directors. | |
In connection with their separations, Mr. Landa and Mr. Alberga received or are entitled to certain termination benefits including severance payments equal to twelve months of their base salaries, prorated annual target bonus payments, health coverage for twelve months from the date of termination, acceleration of certain unvested stock-based awards and an extension to exercise vested stock-based awards. The Company recorded severance charges of approximately $7.2 million during the quarter ended June 30, 2013. The Company will record an additional $665,000 of stock-based compensation expense for Mr. Alberga over his remaining one-year term as a member of the Company’s Board of Directors. | |
On August 1, 2013, Kory Vossoughi resigned from his position as Chief Legal Officer, General Counsel and Secretary of the Company effective July 30, 2013. In connection with his retention agreement, Mr. Vossoughi received or is entitled to certain payments and benefits including a severance payment equal to twelve months of his base salary, prorated annual target bonus payment, health coverage for twelve months from the date of separation, acceleration of certain unvested stock-based awards and an extension to exercise vested stock-based awards. The Company recorded severance charges of approximately $1.0 million during the quarter ended September 30, 2013. |
Legal_Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2013 | |
Legal Proceedings | ' |
15. Legal Proceedings | |
From time to time, the Company is involved in disputes, litigation and other legal actions. The Company records a charge equal to at least the minimum estimated liability for a loss contingency only when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements, and (ii) the range of loss can be reasonably estimated. The actual liability in any such matters may be materially different from the Company’s estimates, which could result in the need to adjust the liability and record additional expenses. The Company is not aware of any pending or threatened litigation that is reasonably likely to have a material adverse effect on our results of operations, financial position or liquidity. | |
Pending Merger Litigation | |
On October 4, 2013, a putative stockholder class action was filed in the Superior Court of the State of California, County of San Diego captioned D’Ambrosia v. The Active Network, Inc., et al., seeking to enjoin the transactions, including the Offer and the Merger. The complaint names the Company and the members of the Company Board as defendants. The complaint also names Vista Equity Partners, Parent, and Purchaser as defendants. The complaint generally alleges, among other things, that the members of the Company Board breached their fiduciary duties to the Company’s stockholders by agreeing to sell the Company to Vista for an unfair price and pursuant to an unfair process, agreeing to certain provisions in the Merger Agreement that purportedly deter alternative bids for the Company, and putting their personal interests ahead of the interests the Company’s stockholders. The complaint also alleges that the Company and Vista aided and abetted the alleged breaches of fiduciary duty by the members of the Company Board. The complaint seeks injunctive relief, monetary damages, an award of attorneys’ fees and other fees and costs, in addition to other relief. | |
On October 8, 2013, a second putative stockholder class action complaint was filed in the Superior Court of the State of California, County of San Diego, captioned Bushansky v. The Active Network, Inc., et al., seeking to enjoin the transactions, including the Offer and the Merger. The complaint names the Company and certain members of the Company Board as defendants. The complaint generally alleges, among other things, that the Company’s directors breached their fiduciary duties to the Company’s stockholders by, among other things, failing to take steps to maximize the value of the Company to its public stockholders, properly value the Company and protect against purported conflicts of interests in connection with the proposed sale of the Company. The complaint seeks injunctive relief, monetary damages, an award of attorneys’ fees and other costs and expenses and, in the event the proposed sale is consummated, rescission and compensatory damages. On October 11, 2013, the complaint in the Bushansky action was amended to, among other things, add allegations that the members of the Company Board breached their fiduciary duties to stockholders of the Company because the Schedule 14D-9 purportedly fails to provide the Company’s stockholders with all material information necessary to make an informed decision whether to tender their shares. | |
On October 15, 2013, a putative stockholder class action was filed in the Superior Court of the State of California, County of San Diego captioned Gupta v. The Active Networks, Inc., et al, seeking to enjoin the Transactions, including the Offer and the Merger. The complaint names the Company and the members of the Company Board as defendants. The complaint also names Vista Equity Partners, Parent, and Purchaser as defendants. The complaint generally alleges, among other things, that the members of the Company Board breached their fiduciary duties to the Company’s stockholders by agreeing to sell the Company to Vista for an unfair price and pursuant to an unfair process, agreeing to certain provisions in the Merger Agreement that purportedly deter alternative bids for the Company, putting their personal interests ahead of the interests the Company’s stockholders, and failing to fully disclose to the Company’s stockholders all material information necessary to make an informed decision regarding whether to tender their Shares. The complaint also alleges that the Company, Vista Equity Partners, Parent, and Purchaser aided and abetted the alleged breaches of fiduciary duty by the members of the Company Board. The complaint seeks injunctive relief, rescission, monetary damages, an award of attorneys’ fees and other fees and costs, in addition to other relief. | |
The Company has completed a review of these matters and believes the asserted claims against the Company are without merit, and the Company is defending the claims vigorously. While the Company believes there is no legal basis for the claims, due to the uncertainty surrounding the litigation process, the Company is unable, at this time, to reasonably predict the ultimate outcome of the above matters or estimate the possible loss or range of losses, if any, which may be incurred. | |
Monster Litigation | |
On December 16, 2011, Monster Worldwide, Inc. (“Monster”) filed a complaint in the United States District Court for the Southern District of New York against a former Monster employee and current Active executive (the “Active Executive”). The complaint asserted various claims contending that the Active Executive violated the non-solicitation terms in certain of the Active Executive’s agreements with Monster by soliciting and hiring two former technology employees of Monster who are current employees of the Company. | |
On February 7, 2012, Monster filed an amended complaint to add additional allegations, and on June 7, 2012, Monster filed a second amended complaint to add allegations and claims against (1) Active; and (2) a second former Monster employee and current Active employee. The claims against this employee were similar to the claims alleged in the original complaint against the Active Executive and arose from alleged violations of this second employee’s non-solicitation agreement with Monster claiming the second employee solicited for hire a third former employee of Monster that is a current employee of the Company. The Company was added as a defendant to the complaint resulting from allegations by Monster that it interfered with the non-solicitation agreements by hiring the three former employees of Monster. Additionally, the second amended complaint included a new claim for breach of fiduciary duty against the Active Executive. | |
On February 27, 2013, the parties entered into a settlement and general release agreement, releasing all claims against Active and its employees in exchange for a cash settlement of $1.0 million. The Company’s insurer paid $0.8 million of the total settlement. As a result, the Company recorded the net settlement expense of $0.2 million in general and administrative expenses. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
16. Stock-Based Compensation | |||||||||||||||||
The Company’s stock-based compensation is comprised of stock options, stock options with market conditions (“Market Stock Options”), restricted stock units with service conditions (“RSUs”), restricted stock units with market conditions (“MSUs”), and performance-based restricted stock units (“PRSUs”) which are issued under our 2002 and/or 2011 equity incentive plan, as well as common stock issued under the Employee Stock Purchase Plan (“ESPP”). | |||||||||||||||||
Stock Options | |||||||||||||||||
Stock option activity for the nine months ended September 30, 2013 is as follows: | |||||||||||||||||
Stock Options | Number of Shares | Weighted-Average | |||||||||||||||
Underlying Options | Exercise Price | ||||||||||||||||
Outstanding at December 31, 2012 | 7,661,908 | $ | 5.11 | ||||||||||||||
Granted | 100,000 | 5.03 | |||||||||||||||
Exercised | (1,523,895 | ) | 3.14 | ||||||||||||||
Cancelled or expired | (581,605 | ) | 9.92 | ||||||||||||||
Outstanding at September 30, 2013 | 5,656,408 | $ | 5.15 | ||||||||||||||
On April 30, 2013, the Company granted 100,000 stock options to its interim chief executive officer which vest over eight months. | |||||||||||||||||
The fair value of stock options granted that contain only a service condition as a requirement for vesting, was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Volatility | — | — | 58 | % | 51.8-52.8 | % | |||||||||||
Expected dividend yield | — | — | — | — | |||||||||||||
Risk-free rate | — | — | 0.1 | % | 0.7-1.1 | % | |||||||||||
Expected term (in years) | — | — | 0.7 | 5 | |||||||||||||
Total unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock options is approximately $4.5 million as of September 30, 2013 and is expected to be recognized over a weighted-average period of 1.6 years. | |||||||||||||||||
Market Stock Options | |||||||||||||||||
Market stock option activity for the nine months ended September 30, 2013 is as follows: | |||||||||||||||||
Market Stock Options | Number of Shares | Weighted-Average | |||||||||||||||
Underlying Options | Exercise Price | ||||||||||||||||
Outstanding at December 31, 2012 | 707,113 | $ | 13.06 | ||||||||||||||
Granted | — | — | |||||||||||||||
Exercised | — | — | |||||||||||||||
Cancelled or expired | (212,239 | ) | 13.06 | ||||||||||||||
Outstanding at September 30, 2013 | 494,874 | $ | 13.06 | ||||||||||||||
The fair value of Market Stock Options was estimated on the date of grant using the Monte Carlo Simulation valuation model, which estimates the potential outcome of reaching the market condition based on simulated future stock prices, with the following assumptions: contractual life of six years; expected volatility of 47% and risk free interest rate of 0.74%. These options vest over four years and are exercisable if specified stock prices are achieved. | |||||||||||||||||
Total unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested market stock options is approximately $1.0 million as of September 30, 2013 and is expected to be recognized over a weighted-average period of 2.7 years. | |||||||||||||||||
Restricted Stock Units | |||||||||||||||||
RSU and PRSU activity for the nine months ended September 30, 2013 is as follows: | |||||||||||||||||
RSUs and PRSUs | Number of | Weighted- | Number of | Weighted- | |||||||||||||
RSUs | Average Grant | PRSUs | Average Grant | ||||||||||||||
Date Close Price | Date Close Price | ||||||||||||||||
of RSUs | of PRSUs | ||||||||||||||||
Unvested at December 31, 2012 | 1,786,301 | $ | 13.97 | 742,882 | $ | 12.14 | |||||||||||
Granted | 1,931,448 | 6.37 | — | — | |||||||||||||
Released | (636,308 | ) | 14.2 | (99,056 | ) | 13.67 | |||||||||||
Cancelled or expired | (299,501 | ) | 11.32 | (314,011 | ) | 11.6 | |||||||||||
Unvested at September 30, 2013 | 2,781,940 | $ | 9.17 | 329,815 | $ | 12.2 | |||||||||||
The fair value of RSUs and PRSUs is based on the stock price on the date of grant. The RSUs vest over an eight month to four year period following the date of grant. The PRSUs vest over a two to four year period following the date of grant, subject to the achievement of certain performance objectives. | |||||||||||||||||
The number of PRSUs granted in the table above represents the maximum number of awards that could ultimately be issued if certain Company financial targets, as defined under the agreements, are achieved. The shares, if any, will be issued on a one-for-one basis following the end of the applicable performance and service periods. 197,510 PRSUs can be settled in cash or shares at the election of the Company. Compensation cost associated with the PRSUs is recognized when the performance metrics are determined to be probable of achievement over the requisite service periods. The Company has 315,316 PRSUs for which the performance metrics are not yet determined. | |||||||||||||||||
At September 30, 2013, the remaining unrecognized compensation expense, adjusted for estimated forfeitures, related to RSUs is $21.9 million and is expected to be recognized over a weighted-average period of 2.8 years. The remaining unrecognized compensation expense associated with the maximum number of PRSUs that could ultimately be issued of $4.0 million will be recognized if and when the Company concludes that it is probable that the performance condition will be achieved, net of an estimate of pre-vesting forfeitures, over the requisite service period. The Company will reassess the probability of vesting at each reporting period for awards with performance conditions and adjust its stock-based compensation expense based on its probability assessment. | |||||||||||||||||
Market Stock Units | |||||||||||||||||
MSU activity for the nine months ended September 30, 2013 is as follows: | |||||||||||||||||
MSUs | Number of | Weighted- | |||||||||||||||
MSUs | Average Grant | ||||||||||||||||
Date Close Price | |||||||||||||||||
of MSUs | |||||||||||||||||
Unvested at December 31, 2012 | — | $ | — | ||||||||||||||
Granted | 951,574 | 6.27 | |||||||||||||||
Released | (7,450 | ) | 5.03 | ||||||||||||||
Cancelled or expired | (97,349 | ) | 5.67 | ||||||||||||||
Unvested at September 30, 2013 | 846,775 | $ | 6.35 | ||||||||||||||
The fair value of MSUs is measured using the Monte Carlo simulation model which estimates the potential outcome of reaching the market condition based on simulated future stock prices and is recognized over the requisite service period. The MSUs vest over a one to four year period following the date of grant, subject to the achievement of certain market performance objectives and the participant’s continued service through the applicable vesting dates. | |||||||||||||||||
At September 30, 2013, the remaining unrecognized compensation cost, adjusted for estimated forfeitures, related to MSUs is $5.2 million and is expected to be recognized over a weighted-average period of 1.5 years. | |||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
The Company issued 158,292 shares for approximately $0.7 million in employee contributions during the nine months ended September 30, 2013 under the Company’s 2011 Employee Stock Purchase Plan (“2011 ESPP”). | |||||||||||||||||
The fair value of each purchase option under the 2011 ESPP is estimated at the beginning of each six-month offering period using the Black-Scholes model with the following weighted-average assumptions: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Volatility | 43.1 | % | 44.5 | % | 43.1-55.1 | % | 44.5-57.9 | % | |||||||||
Expected dividend yield | — | — | — | — | |||||||||||||
Risk-free rate | 0.1 | % | 0.2 | % | 0.1 | % | 0.2 | % | |||||||||
Expected term (in years) | 0.5 | 0.5 | 0.5 | 0.5 | |||||||||||||
As of September 30, 2013, total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the 2011 ESPP was $0.1 million, which is expected to be recognized over a weighted-average period of less than six months. As of December 31, 2012, 244,947 shares were issued with a weighted average fair value of $7.80. | |||||||||||||||||
Stock-Based Compensation Expense | |||||||||||||||||
The following table presents the effects of stock-based compensation expense related to stock-based awards to employees in the Company’s unaudited condensed consolidated statements of operations during the periods presented (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of revenue | $ | 174 | $ | 222 | $ | 457 | $ | 474 | |||||||||
Sales and marketing | 1,242 | 1,007 | 2,833 | 2,709 | |||||||||||||
Research and development | 674 | 662 | 1,683 | 1,782 | |||||||||||||
General and administrative | 3,544 | 2,770 | 14,113 | 7,027 | |||||||||||||
Total stock-based compensation | $ | 5,634 | $ | 4,661 | $ | 19,086 | $ | 11,992 | |||||||||
The components of stock-based compensation expense were as follows (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Stock options | $ | 1,447 | $ | 2,051 | $ | 6,303 | $ | 6,057 | |||||||||
Restricted stock | 2,746 | 2,418 | 6,967 | 5,251 | |||||||||||||
Common stock | — | — | 2,797 | — | |||||||||||||
MSUs | 1,176 | — | 1,617 | — | |||||||||||||
PRSUs | 194 | (18 | ) | 1,125 | 105 | ||||||||||||
ESPP | 71 | 210 | 277 | 579 | |||||||||||||
Total stock-based compensation | $ | 5,634 | $ | 4,661 | $ | 19,086 | $ | 11,992 | |||||||||
Stock-based compensation expense for the three and nine months ended September 30, 2013 included $0.6 million and $6.3 million related to separation payments for the acceleration of non-vested equity awards and the grant of 456,297 shares of the Company’s common stock, due to the departures of the Company’s former chief executive officer and executive chairman on April 30, 2013 and the former chief legal officer on July 30, 2013. (see note 14) |
Net_Loss_Attributable_to_Commo
Net Loss Attributable to Common Stockholders | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Net Loss Attributable to Common Stockholders | ' | ||||||||||||||||
17. Net Loss Attributable to Common Stockholders | |||||||||||||||||
Basic net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. | |||||||||||||||||
The following tables present the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net loss per share: | |||||||||||||||||
Net loss attributable to common stockholders | $ | (5,295 | ) | $ | (6,022 | ) | $ | (24,995 | ) | $ | (28,685 | ) | |||||
Weighted-average common shares outstanding: | |||||||||||||||||
Basic | 62,757 | 59,444 | 61,718 | 58,259 | |||||||||||||
Diluted | 62,757 | 59,444 | 61,718 | 58,259 | |||||||||||||
Net loss per share attributable to common stockholders: | |||||||||||||||||
Basic | $ | (0.08 | ) | $ | (0.10 | ) | $ | (0.40 | ) | $ | (0.49 | ) | |||||
Diluted | $ | (0.08 | ) | $ | (0.10 | ) | $ | (0.40 | ) | $ | (0.49 | ) | |||||
Potentially dilutive securities not included in the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented are as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Options to purchase common stock and common stock subject to repurchase | 6,375,972 | 8,959,554 | 7,063,812 | 10,089,241 | |||||||||||||
Restricted stock | 2,916,282 | 1,699,882 | 2,426,799 | 1,323,864 | |||||||||||||
Employee stock purchase plan shares | 131,120 | 119,529 | 148,623 | 96,543 | |||||||||||||
Market Stock Units | 1,714,466 | — | 992,195 | — | |||||||||||||
Common stock warrants | — | 634 | — | 634 | |||||||||||||
11,137,840 | 10,779,599 | 10,631,429 | 11,510,282 | ||||||||||||||
Segment_Information
Segment Information | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Information | ' | ||||||||||||||||
18. Segment Information | |||||||||||||||||
The Company’s Chief Executive Officer who is considered to be the chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis, accompanied by information about operating segments for purposes of making operating decisions and assessing financial performance. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM in deciding how to allocate resources and in assessing performance. | |||||||||||||||||
The Company determined its operating segments to be technology and marketing services. Technology derives substantially all of its revenue from technology fees, software licensing, installation, training, maintenance, and hosting subscriptions. Marketing services derives substantially all of its revenue from online services, field marketing services, and membership programs. | |||||||||||||||||
The Company evaluates the performance of its operating segments based on net revenues and operating income before interest, taxes, depreciation, amortization and stock-based compensation expense. | |||||||||||||||||
The Company does not allocate most of its assets, depreciation and amortization expense, stock-based compensation expense, interest income, interest expense or income tax expense by segment. Accordingly, the Company does not report such information. | |||||||||||||||||
Summarized information by segment is as follows (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net revenue by segment: | |||||||||||||||||
Technology | $ | 104,407 | $ | 96,170 | $ | 318,870 | $ | 288,445 | |||||||||
Marketing services | 13,128 | 13,049 | 37,036 | 36,776 | |||||||||||||
Total net revenue | $ | 117,535 | $ | 109,219 | $ | 355,906 | $ | 325,221 | |||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Segment operating income before depreciation, amortization, stock-based compensation expense and unallocated corporate costs: | |||||||||||||||||
Technology | $ | 26,609 | $ | 20,728 | $ | 75,964 | $ | 52,736 | |||||||||
Marketing services | 3,904 | 5,341 | 8,845 | 12,143 | |||||||||||||
Total segment operating income before depreciation, amortization, stock-based compensation expense and unallocated corporate costs | 30,513 | 26,069 | 84,809 | 64,879 | |||||||||||||
Depreciation and amortization | (15,422 | ) | (15,033 | ) | (46,281 | ) | (45,127 | ) | |||||||||
Stock-based compensation expense | (5,634 | ) | (4,661 | ) | (19,086 | ) | (11,992 | ) | |||||||||
Unallocated corporate costs | (14,141 | ) | (10,685 | ) | (40,054 | ) | (32,339 | ) | |||||||||
Loss from operations | $ | (4,684 | ) | $ | (4,310 | ) | $ | (20,612 | ) | $ | (24,579 | ) | |||||
The Company allocates its net revenue to geographic regions based on the location at which each sale originates. The following tables set forth net revenue and long-lived assets by major geographic region (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net revenue: | |||||||||||||||||
North America | $ | 113,522 | $ | 105,963 | $ | 345,217 | $ | 315,947 | |||||||||
Europe and other | 4,013 | 3,256 | 10,689 | 9,274 | |||||||||||||
Total net revenue | $ | 117,535 | $ | 109,219 | $ | 355,906 | $ | 325,221 | |||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Property and equipment, net: | |||||||||||||||||
North America | $ | 39,463 | $ | 39,460 | |||||||||||||
Europe and other | 3,037 | 1,776 | |||||||||||||||
Total property and equipment, net | $ | 42,500 | $ | 41,236 | |||||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes | ' |
19. Income Taxes | |
The effective tax rate of (15.5)% for the nine months ended September 30, 2013 differs from the statutory rate primarily due to state taxes, foreign taxes, the increase in the deferred tax liability from the amortization of tax deductible goodwill, the increase in the valuation allowance and discrete items recorded in the period. | |
The Company has uncertain tax positions of $0 million and $1.3 million as of September 30, 2013 and December 31, 2012, respectively. The Company’s policy for recording interest and penalties on uncertain tax positions is to record such items as a component of income tax expense. As of September 30, 2013 and December 31, 2012, there were no interest or penalties accrued for uncertain tax positions. | |
The Company reduces its deferred tax asset resulting from future tax benefits by a valuation allowance if, based on the weight of the available evidence, it is more likely than not that some portion or all of these deferred taxes will not be realized. The timing of the reversal of deferred tax liabilities associated with tax deductible goodwill is not certain and thus not available to assure the realization of deferred tax assets. Similarly, state deferred tax liabilities in excess of state deferred tax assets are not available to ensure the realization of federal deferred tax assets. After consideration of these limitations associated with deferred tax liabilities, the Company has deferred tax assets in excess of deferred tax liabilities for the periods presented. As the Company has no history of generating book income, the ultimate future realization of these excess deferred tax assets is not more likely than not and thus subject to a valuation allowance. Accordingly, the Company has established a valuation allowance against its domestic deferred tax assets. A valuation allowance has not been recorded against the Company’s foreign deferred tax assets as there are sufficient future taxable temporary differences in foreign jurisdictions to assure the realization of foreign deferred tax assets. Deferred tax assets of $0.7 million are included in prepaid expenses and other current assets on the balance sheet at September 30, 2013 and December 31, 2012. | |
The Company conducts business globally, and as a result, is subject to taxation in the United States and various state jurisdictions and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities in many of the jurisdictions in which the Company operates. Effectively, all of the Company’s historical tax filings are subject to examination by the Internal Revenue Service and various state and foreign jurisdictions due to the generation of net operating loss carry forwards. | |
It is possible that new tax exams may commence and that other issues may be effectively settled. However, the Company is unable to make a reasonably reliable estimate as to when or if cash settlements with taxing authorities may occur. Although audit outcomes and the timing of potential audit payments are subject to uncertainty, the Company does not anticipate that the resolution of these tax matters or any events related thereto will result in a material adverse change to its consolidated financial position, results of operations or cash flows. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions | ' |
20. Related Party Transactions | |
ESPN Online Investments, Inc. (“ESPN”) is a significant common stockholder in the Company. The Company also sells its services to ESPN and its affiliates. The Company recorded no net revenues from ESPN and its affiliates for the three months ended September 30, 2013, less than $0.1 million for the three months ended September 30, 2012, and less than $0.1 million for the nine months ended September 30, 2013 and 2012. | |
ESPN is a wholly-owned subsidiary of The Walt Disney Company (“Disney”). The Company entered into an online services agreement with Disney to provide registration and advertising. The Company recorded net revenues from Disney of $0.4 million and $0.3 million for the three months ended September 30, 2013 and 2012, respectively, and $1.6 million and $1.2 million for the nine months ended September 30, 2013 and 2012, respectively. | |
In August 2006, the Company entered into a Master Services Agreement and certain other related agreements with the United States Tennis Association (“USTA”) as amended in December 2010. Former members of the Company’s Board of Directors are the managing director for recreational tennis and chief financial officer at the USTA. Pursuant to the terms of these agreements, the USTA purchases certain software services from the Company. Net revenue from the USTA and its affiliates was approximately $1.3 million for the three months ended September 30, 2013 and 2012, and $4.1 million and $4.0 million for the nine months ended September 30, 2013 and 2012, respectively. |
Employee_Benefit_Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2013 | |
Employee Benefit Plans | ' |
21. Employee Benefit Plans | |
Defined Contribution Plan | |
The Company has a defined contribution plan under Section 401(k) of the Internal Revenue Code (“401(k) Plan”) covering all full-time employees who meet certain eligibility requirements. Eligible employees may defer up to 4% of their pre-tax compensation, up to the annual maximum allowed by the Internal Revenue Service. Under the 401(k) Plan, the Company may, but is not obligated to, match a portion of the employee contributions up to a defined maximum. The Company made matching contributions $0.2 million and $0.3 million for the three months ended September 30, 2013 and 2012, respectively, and $0.8 million for the nine months ended September 30, 2013 and 2012. | |
Deferred Compensation Plan | |
In July 2012, the Company approved an unfunded, non-qualified Deferred Compensation Plan for certain employees. Under the Deferred Compensation Plan, participants may elect to defer up to 80% of their base salaries and up to 100% of performance-based compensation and commissions. The Company may also, at its discretion, match a portion of the employee contributions up to a defined maximum for each deferral election as prescribed in the Deferred Compensation Plan. The Company contributions vest annually over a four year period, subject to the employee’s continued service with the Company. The Company’s liability for the deferred compensation plan totaled less than $0.1 million as of September 30, 2013 and December 31, 2012, respectively, and is included in other liabilities in the consolidated balance sheets. Beginning in the first quarter of 2013, participant contributions are invested in Company-owned life insurance policies, which had a cash surrender value of less than $0.1 million and is included in prepaids and other current assets in the consolidated balance sheet at September 30, 2013. |
Business_Combination_Tables
Business Combination (Tables) (Acquisition of StarCite, Inc.) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Acquisition of StarCite, Inc. | ' | ||||||||
Fair Value of Assets Acquired and Liabilities Assumed | ' | ||||||||
The estimated fair values of assets acquired and liabilities assumed for the StarCite acquisition, are as follows (in thousands): | |||||||||
Cash | $ | 572 | |||||||
Restricted cash | 692 | ||||||||
Accounts receivable | 14,566 | ||||||||
Prepaid and other assets | 1,301 | ||||||||
Fixed assets | 1,912 | ||||||||
Goodwill | 21,690 | ||||||||
Intangible assets | 36,500 | ||||||||
Accounts payable | (1,398 | ) | |||||||
Accrued expenses | (5,459 | ) | |||||||
Deferred revenue | (11,286 | ) | |||||||
Capital lease obligations | (480 | ) | |||||||
Other liabilities | (528 | ) | |||||||
Unfavorable leases | (695 | ) | |||||||
Total purchase price | $ | 57,387 | |||||||
Identifiable Intangible Assets Acquired | ' | ||||||||
The acquisition was accounted for as a purchase business combination. The following table summarizes the identifiable intangible assets acquired as of the date of the acquisition (dollars in thousands): | |||||||||
Gross Amount | Amortization | ||||||||
at Acquisition | Period | ||||||||
Date | |||||||||
Trademarks | $ | 5,100 | 9 years | ||||||
Customer relationships | 17,300 | 9 years | |||||||
Customer contracts | 6,800 | 3 years | |||||||
Complete technology | 6,500 | 9 years | |||||||
Non-compete agreements | 800 | 1 year | |||||||
Total intangible assets | $ | 36,500 | |||||||
Accounts_Receivable_and_Allowa1
Accounts Receivable and Allowance for Doubtful Accounts (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Summary of Accounts Receivable | ' | ||||||||
Accounts receivable is as follows (in thousands): | |||||||||
September, 30 | December 31, | ||||||||
2013 | 2012 | ||||||||
Accounts receivable | $ | 52,920 | $ | 52,353 | |||||
Less: Allowance for doubtful accounts | (1,146 | ) | (990 | ) | |||||
Accounts receivable, net | $ | 51,774 | $ | 51,363 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Summary of Property and Equipment | ' | ||||||||
Property and equipment is as follows (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Computer and software | $ | 92,133 | $ | 80,521 | |||||
Furniture and fixtures | 10,776 | 10,307 | |||||||
Leasehold improvements | 7,702 | 6,485 | |||||||
Property and equipment | 110,611 | 97,313 | |||||||
Less: Accumulated depreciation | (68,111 | ) | (56,077 | ) | |||||
Property and equipment, net | $ | 42,500 | $ | 41,236 | |||||
Software_Development_Costs_Tab
Software Development Costs (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Summary of Capitalized Software Development Costs | ' | ||||||||
Capitalized software development costs are as follows (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Software development costs | $ | 104,945 | $ | 89,221 | |||||
Less: Accumulated amortization | (55,872 | ) | (38,070 | ) | |||||
Software development costs, net | $ | 49,073 | $ | 51,151 | |||||
Goodwill_Tables
Goodwill (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Carrying Amount of Goodwill | ' | ||||||||||||
The change in the carrying amount of goodwill for the nine months ended September 30, 2013 is as follows (in thousands): | |||||||||||||
Technology | Marketing | Total | |||||||||||
Services | |||||||||||||
Balance at December 31, 2012 | $ | 230,998 | $ | 12,718 | $ | 243,716 | |||||||
Effect of exchange rate changes | (847 | ) | — | (847 | ) | ||||||||
Balance at September 30, 2013 | $ | 230,151 | $ | 12,718 | $ | 242,869 | |||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Carrying Values of Acquired Amortized Intangible Assets | ' | ||||||||||||||||||||||||
The carrying values of amortized intangible assets are as follows (in thousands): | |||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | ||||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Intellectual property | $ | 24,353 | $ | (17,308 | ) | $ | 7,045 | $ | 24,800 | $ | (14,124 | ) | $ | 10,676 | |||||||||||
Non-compete agreements | 2,098 | (1,357 | ) | 741 | 2,098 | (832 | ) | 1,266 | |||||||||||||||||
Customer relationships | 44,132 | (16,074 | ) | 28,058 | 44,132 | (11,256 | ) | 32,876 | |||||||||||||||||
Trade names | 12,920 | (5,087 | ) | 7,833 | 13,385 | (4,113 | ) | 9,272 | |||||||||||||||||
Customer contracts | 27,997 | (25,110 | ) | 2,887 | 46,888 | (38,172 | ) | 8,716 | |||||||||||||||||
Intangible assets | $ | 111,500 | $ | (64,936 | ) | $ | 46,564 | $ | 131,303 | $ | (68,497 | ) | $ | 62,806 | |||||||||||
Amortization Expense of Acquired Intangible Assets | ' | ||||||||||||||||||||||||
The following table summarizes the classification of amortization expense of acquired intangible assets for the periods indicated (in thousands): | |||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
Cost of technology revenue | $ | 1,166 | $ | 1,323 | $ | 3,530 | $ | 4,034 | |||||||||||||||||
Cost of marketing services revenue | 15 | 85 | 44 | 318 | |||||||||||||||||||||
Operating expenses | 3,956 | 5,492 | 12,396 | 16,780 | |||||||||||||||||||||
Total amortization of acquired intangible assets | $ | 5,137 | $ | 6,900 | $ | 15,970 | $ | 21,132 | |||||||||||||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accrued Expenses | ' | ||||||||
The following table presents the detail of accrued expenses for the periods presented (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Accrued compensation | $ | 24,088 | $ | 14,569 | |||||
Sales and other foreign taxes | 7,468 | 6,065 | |||||||
Accrued rebates | 4,719 | 4,234 | |||||||
Other accrued expenses | 15,394 | 13,997 | |||||||
Accrued expenses | $ | 51,669 | $ | 38,865 | |||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||
Stock option activity for the nine months ended September 30, 2013 is as follows: | |||||||||||||||||
Stock Options | Number of Shares | Weighted-Average | |||||||||||||||
Underlying Options | Exercise Price | ||||||||||||||||
Outstanding at December 31, 2012 | 7,661,908 | $ | 5.11 | ||||||||||||||
Granted | 100,000 | 5.03 | |||||||||||||||
Exercised | (1,523,895 | ) | 3.14 | ||||||||||||||
Cancelled or expired | (581,605 | ) | 9.92 | ||||||||||||||
Outstanding at September 30, 2013 | 5,656,408 | $ | 5.15 | ||||||||||||||
Weighted-Average Assumptions Used to Estimate the Fair Value of Stock Options Granted | ' | ||||||||||||||||
The fair value of stock options granted that contain only a service condition as a requirement for vesting, was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Volatility | — | — | 58 | % | 51.8-52.8 | % | |||||||||||
Expected dividend yield | — | — | — | — | |||||||||||||
Risk-free rate | — | — | 0.1 | % | 0.7-1.1 | % | |||||||||||
Expected term (in years) | — | — | 0.7 | 5 | |||||||||||||
Summary of Market Stock Options | ' | ||||||||||||||||
Market stock option activity for the nine months ended September 30, 2013 is as follows: | |||||||||||||||||
Market Stock Options | Number of Shares | Weighted-Average | |||||||||||||||
Underlying Options | Exercise Price | ||||||||||||||||
Outstanding at December 31, 2012 | 707,113 | $ | 13.06 | ||||||||||||||
Granted | — | — | |||||||||||||||
Exercised | — | — | |||||||||||||||
Cancelled or expired | (212,239 | ) | 13.06 | ||||||||||||||
Outstanding at September 30, 2013 | 494,874 | $ | 13.06 | ||||||||||||||
Summary of Restricted Stock Activity | ' | ||||||||||||||||
RSU and PRSU activity for the nine months ended September 30, 2013 is as follows: | |||||||||||||||||
RSUs and PRSUs | Number of | Weighted- | Number of | Weighted- | |||||||||||||
RSUs | Average Grant | PRSUs | Average Grant | ||||||||||||||
Date Close Price | Date Close Price | ||||||||||||||||
of RSUs | of PRSUs | ||||||||||||||||
Unvested at December 31, 2012 | 1,786,301 | $ | 13.97 | 742,882 | $ | 12.14 | |||||||||||
Granted | 1,931,448 | 6.37 | — | — | |||||||||||||
Released | (636,308 | ) | 14.2 | (99,056 | ) | 13.67 | |||||||||||
Cancelled or expired | (299,501 | ) | 11.32 | (314,011 | ) | 11.6 | |||||||||||
Unvested at September 30, 2013 | 2,781,940 | $ | 9.17 | 329,815 | $ | 12.2 | |||||||||||
Summary of Market Restricted Stock Activity | ' | ||||||||||||||||
MSU activity for the nine months ended September 30, 2013 is as follows: | |||||||||||||||||
MSUs | Number of | Weighted- | |||||||||||||||
MSUs | Average Grant | ||||||||||||||||
Date Close Price | |||||||||||||||||
of MSUs | |||||||||||||||||
Unvested at December 31, 2012 | — | $ | — | ||||||||||||||
Granted | 951,574 | 6.27 | |||||||||||||||
Released | (7,450 | ) | 5.03 | ||||||||||||||
Cancelled or expired | (97,349 | ) | 5.67 | ||||||||||||||
Unvested at September 30, 2013 | 846,775 | $ | 6.35 | ||||||||||||||
Weighted-Average Assumptions Used to Estimate Fair Value of Purchase Option Under ESPP Plan | ' | ||||||||||||||||
The fair value of each purchase option under the 2011 ESPP is estimated at the beginning of each six-month offering period using the Black-Scholes model with the following weighted-average assumptions: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Volatility | 43.1 | % | 44.5 | % | 43.1-55.1 | % | 44.5-57.9 | % | |||||||||
Expected dividend yield | — | — | — | — | |||||||||||||
Risk-free rate | 0.1 | % | 0.2 | % | 0.1 | % | 0.2 | % | |||||||||
Expected term (in years) | 0.5 | 0.5 | 0.5 | 0.5 | |||||||||||||
Classification of Stock-Based Compensation in the Statements of Operations | ' | ||||||||||||||||
The following table presents the effects of stock-based compensation expense related to stock-based awards to employees in the Company’s unaudited condensed consolidated statements of operations during the periods presented (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of revenue | $ | 174 | $ | 222 | $ | 457 | $ | 474 | |||||||||
Sales and marketing | 1,242 | 1,007 | 2,833 | 2,709 | |||||||||||||
Research and development | 674 | 662 | 1,683 | 1,782 | |||||||||||||
General and administrative | 3,544 | 2,770 | 14,113 | 7,027 | |||||||||||||
Total stock-based compensation | $ | 5,634 | $ | 4,661 | $ | 19,086 | $ | 11,992 | |||||||||
Components of Stock-Based Compensation Expense | ' | ||||||||||||||||
The components of stock-based compensation expense were as follows (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Stock options | $ | 1,447 | $ | 2,051 | $ | 6,303 | $ | 6,057 | |||||||||
Restricted stock | 2,746 | 2,418 | 6,967 | 5,251 | |||||||||||||
Common stock | — | — | 2,797 | — | |||||||||||||
MSUs | 1,176 | — | 1,617 | — | |||||||||||||
PRSUs | 194 | (18 | ) | 1,125 | 105 | ||||||||||||
ESPP | 71 | 210 | 277 | 579 | |||||||||||||
Total stock-based compensation | $ | 5,634 | $ | 4,661 | $ | 19,086 | $ | 11,992 | |||||||||
Net_Loss_Attributable_to_Commo1
Net Loss Attributable to Common Stockholders (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | ' | ||||||||||||||||
The following tables present the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net loss per share: | |||||||||||||||||
Net loss attributable to common stockholders | $ | (5,295 | ) | $ | (6,022 | ) | $ | (24,995 | ) | $ | (28,685 | ) | |||||
Weighted-average common shares outstanding: | |||||||||||||||||
Basic | 62,757 | 59,444 | 61,718 | 58,259 | |||||||||||||
Diluted | 62,757 | 59,444 | 61,718 | 58,259 | |||||||||||||
Net loss per share attributable to common stockholders: | |||||||||||||||||
Basic | $ | (0.08 | ) | $ | (0.10 | ) | $ | (0.40 | ) | $ | (0.49 | ) | |||||
Diluted | $ | (0.08 | ) | $ | (0.10 | ) | $ | (0.40 | ) | $ | (0.49 | ) | |||||
Presentation of Potentially Dilutive Securities Not Included In Calculation of Diluted Net Loss Per Share | ' | ||||||||||||||||
Potentially dilutive securities not included in the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented are as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Options to purchase common stock and common stock subject to repurchase | 6,375,972 | 8,959,554 | 7,063,812 | 10,089,241 | |||||||||||||
Restricted stock | 2,916,282 | 1,699,882 | 2,426,799 | 1,323,864 | |||||||||||||
Employee stock purchase plan shares | 131,120 | 119,529 | 148,623 | 96,543 | |||||||||||||
Market Stock Units | 1,714,466 | — | 992,195 | — | |||||||||||||
Common stock warrants | — | 634 | — | 634 | |||||||||||||
11,137,840 | 10,779,599 | 10,631,429 | 11,510,282 | ||||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Summarized Information by Segment | ' | ||||||||||||||||
Summarized information by segment is as follows (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net revenue by segment: | |||||||||||||||||
Technology | $ | 104,407 | $ | 96,170 | $ | 318,870 | $ | 288,445 | |||||||||
Marketing services | 13,128 | 13,049 | 37,036 | 36,776 | |||||||||||||
Total net revenue | $ | 117,535 | $ | 109,219 | $ | 355,906 | $ | 325,221 | |||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Segment operating income before depreciation, amortization, stock-based compensation expense and unallocated corporate costs: | |||||||||||||||||
Technology | $ | 26,609 | $ | 20,728 | $ | 75,964 | $ | 52,736 | |||||||||
Marketing services | 3,904 | 5,341 | 8,845 | 12,143 | |||||||||||||
Total segment operating income before depreciation, amortization, stock-based compensation expense and unallocated corporate costs | 30,513 | 26,069 | 84,809 | 64,879 | |||||||||||||
Depreciation and amortization | (15,422 | ) | (15,033 | ) | (46,281 | ) | (45,127 | ) | |||||||||
Stock-based compensation expense | (5,634 | ) | (4,661 | ) | (19,086 | ) | (11,992 | ) | |||||||||
Unallocated corporate costs | (14,141 | ) | (10,685 | ) | (40,054 | ) | (32,339 | ) | |||||||||
Loss from operations | $ | (4,684 | ) | $ | (4,310 | ) | $ | (20,612 | ) | $ | (24,579 | ) | |||||
Net Revenue and Long-Lived Assets by Major Geographic Region | ' | ||||||||||||||||
The following tables set forth net revenue and long-lived assets by major geographic region (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net revenue: | |||||||||||||||||
North America | $ | 113,522 | $ | 105,963 | $ | 345,217 | $ | 315,947 | |||||||||
Europe and other | 4,013 | 3,256 | 10,689 | 9,274 | |||||||||||||
Total net revenue | $ | 117,535 | $ | 109,219 | $ | 355,906 | $ | 325,221 | |||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Property and equipment, net: | |||||||||||||||||
North America | $ | 39,463 | $ | 39,460 | |||||||||||||
Europe and other | 3,037 | 1,776 | |||||||||||||||
Total property and equipment, net | $ | 42,500 | $ | 41,236 | |||||||||||||
Business_Additional_Informatio
Business - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 08, 2013 | Oct. 08, 2013 |
In Millions, except Per Share data, unless otherwise specified | Subsequent Event | Subsequent Event | ||
Merger Agreement | Merger Agreement | |||
Minimum | ||||
Entity Information [Line Items] | ' | ' | ' | ' |
Price per share upon conversion of common stock in Merger | ' | ' | $14.50 | ' |
Common stock par value | $0.00 | $0.00 | $0.00 | ' |
Percentage of total number of Shares outstanding on fully diluted basis at time of expiration of the Offer | ' | ' | ' | 50.00% |
Merger agreement termination fee | ' | ' | $32 | ' |
Business_Combination_Additiona
Business Combination - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 30, 2011 | Dec. 31, 2012 | Apr. 10, 2012 |
Acquisition of StarCite, Inc. | Acquisition of StarCite, Inc. | Acquisition of StarCite, Inc. | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Business combination, cost of acquired entity | ' | ' | $57,400,000 | ' | ' |
Cash component of total acquisition consideration | ' | ' | 38,100,000 | ' | ' |
Shares of common stock component of total acquisition consideration | ' | ' | 1,350,000 | ' | ' |
Fair value of shares of common stock component of total acquisition consideration | ' | ' | 18,400,000 | ' | ' |
Contingently issuable shares | ' | ' | 150,000 | ' | ' |
Fair value of contingently issuable shares | ' | ' | 1,100,000 | ' | 38,000 |
Common stock per share | ' | ' | $15 | ' | ' |
Number of days of trading | ' | ' | '3 days | ' | ' |
Contingent consideration time period | ' | ' | '60 days | ' | ' |
Cash held in escrow related to business acquisition | ' | ' | 300,000 | ' | ' |
Shares held in escrow related to business acquisition | ' | ' | 300,000 | 34,197 | ' |
Fair value of shares held in escrow related to business acquisition | ' | ' | 4,100,000 | 500,000 | ' |
Escrow period | ' | ' | ' | '12 months | ' |
Escrow shares cancelled, shares | ' | ' | ' | 20,320 | ' |
Escrow shares cancelled, value | ' | ' | ' | 300,000 | ' |
Shares issued and released from escrow related to business acquisition | ' | ' | ' | 245,483 | ' |
Goodwill | $242,869,000 | $243,716,000 | $21,690,000 | ' | ' |
Fair_Value_of_Assets_Acquired_
Fair Value of Assets Acquired and Liabilities Assumed (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 30, 2011 |
In Thousands, unless otherwise specified | Acquisition of StarCite, Inc. | ||
Business Acquisition [Line Items] | ' | ' | ' |
Cash | ' | ' | $572 |
Restricted cash | ' | ' | 692 |
Accounts receivable | ' | ' | 14,566 |
Prepaid and other assets | ' | ' | 1,301 |
Fixed assets | ' | ' | 1,912 |
Goodwill | 242,869 | 243,716 | 21,690 |
Intangible assets | ' | ' | 36,500 |
Accounts payable | ' | ' | -1,398 |
Accrued expenses | ' | ' | -5,459 |
Deferred revenue | ' | ' | -11,286 |
Capital lease obligations | ' | ' | -480 |
Other liabilities | ' | ' | -528 |
Unfavorable leases | ' | ' | -695 |
Total purchase price | ' | ' | $57,387 |
Identifiable_Intangible_Assets
Identifiable Intangible Assets Acquired (Detail) (Acquisition of StarCite, Inc., USD $) | 1 Months Ended |
In Thousands, unless otherwise specified | Dec. 30, 2011 |
Business Acquisition [Line Items] | ' |
Gross Amount at Acquisition Date | $36,500 |
Trademarks | ' |
Business Acquisition [Line Items] | ' |
Gross Amount at Acquisition Date | 5,100 |
Amortization Period | '9 years |
Customer Relationships | ' |
Business Acquisition [Line Items] | ' |
Gross Amount at Acquisition Date | 17,300 |
Amortization Period | '9 years |
Customer Contracts | ' |
Business Acquisition [Line Items] | ' |
Gross Amount at Acquisition Date | 6,800 |
Amortization Period | '3 years |
Complete Technology | ' |
Business Acquisition [Line Items] | ' |
Gross Amount at Acquisition Date | 6,500 |
Amortization Period | '9 years |
Noncompete Agreements | ' |
Business Acquisition [Line Items] | ' |
Gross Amount at Acquisition Date | $800 |
Amortization Period | '1 year |
Summary_of_Accounts_Receivable
Summary of Accounts Receivable (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable | $52,920 | $52,353 |
Less: Allowance for doubtful accounts | -1,146 | -990 |
Accounts receivable, net | $51,774 | $51,363 |
Summary_of_Property_and_Equipm
Summary of Property and Equipment (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | $110,611 | $97,313 |
Less: Accumulated depreciation | -68,111 | -56,077 |
Property and equipment, net | 42,500 | 41,236 |
Computer and software | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 92,133 | 80,521 |
Furniture and fixtures | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 10,776 | 10,307 |
Leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | $7,702 | $6,485 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Depreciation of property and equipment | $4.10 | $3.90 | $12.30 | $11.60 | ' |
Fixed assets under capital leases | 14.5 | ' | 14.5 | ' | 14.5 |
Accumulated amortization of assets under capital leases | $9.60 | ' | $9.60 | ' | $7.90 |
Summary_of_Capitalized_Softwar
Summary of Capitalized Software Development Costs (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Schedule Of Research And Development [Line Items] | ' | ' |
Software development costs | $104,945 | $89,221 |
Less: Accumulated amortization | -55,872 | -38,070 |
Software development costs, net | $49,073 | $51,151 |
Software_Development_Costs_Add
Software Development Costs - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Schedule Of Research And Development [Line Items] | ' | ' | ' | ' |
Amortization of software development costs | $6.20 | $4.20 | $18 | $12.40 |
Carrying_Amount_of_Goodwill_De
Carrying Amount of Goodwill (Detail) (USD $) | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Technology | Marketing Services | Marketing Services | ||
Goodwill [Line Items] | ' | ' | ' | ' |
Beginning balance | $243,716 | $230,998 | $12,718 | $12,718 |
Effect of exchange rate changes | -847 | -847 | ' | ' |
Ending balance | $242,869 | $230,151 | $12,718 | $12,718 |
Carrying_Values_of_Acquired_Am
Carrying Values of Acquired Amortized Intangible Assets (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $111,500 | $131,303 |
Accumulated Amortization | -64,936 | -68,497 |
Net Carrying Amount | 46,564 | 62,806 |
Intellectual Property | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 24,353 | 24,800 |
Accumulated Amortization | -17,308 | -14,124 |
Net Carrying Amount | 7,045 | 10,676 |
Noncompete Agreements | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 2,098 | 2,098 |
Accumulated Amortization | -1,357 | -832 |
Net Carrying Amount | 741 | 1,266 |
Customer Relationships | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 44,132 | 44,132 |
Accumulated Amortization | -16,074 | -11,256 |
Net Carrying Amount | 28,058 | 32,876 |
Trade Names | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 12,920 | 13,385 |
Accumulated Amortization | -5,087 | -4,113 |
Net Carrying Amount | 7,833 | 9,272 |
Customer Contracts | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 27,997 | 46,888 |
Accumulated Amortization | -25,110 | -38,172 |
Net Carrying Amount | $2,887 | $8,716 |
Amortization_Expense_of_Acquir
Amortization Expense of Acquired Intangible Assets (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Cost of technology revenue | $1,166 | $1,323 | $3,530 | $4,034 |
Cost of marketing services revenue | 15 | 85 | 44 | 318 |
Operating expenses | 3,956 | 5,492 | 12,396 | 16,780 |
Total amortization of acquired intangible assets | $5,137 | $6,900 | $15,970 | $21,132 |
Accrued_Expenses_Detail
Accrued Expenses (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ' | ' |
Accrued compensation | $24,088 | $14,569 |
Sales and other foreign taxes | 7,468 | 6,065 |
Accrued rebates | 4,719 | 4,234 |
Other accrued expenses | 15,394 | 13,997 |
Accrued expenses | $51,669 | $38,865 |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 31, 2012 |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Period of secured revolving credit facility | '5 years | ' | ' | ' |
Initial aggregate principal amount | $50 | ' | ' | $100 |
Credit Facility, maturity date | ' | 16-Dec-16 | ' | ' |
Credit Facility, description | ' | 'Any advance under the Credit Facility will accrue interest at rates per annum that are equal to, based on certain conditions, either (a) 1.5% above the applicable LIBOR rate, or (b) 0.5% above (i) the greatest of (x) the prime rate, (y) the federal funds effective rate plus 0.5% or (z) a daily rate equal to one-month LIBOR plus 1.00%. The unused portion of the Credit Facility will also be subject to an unused fee that will be calculated at a per annum rate of 0.25%. | ' | ' |
Credit facility, LIBOR rate | ' | 'Any advance under the Credit Facility will accrue interest at rates per annum that are equal to, based on certain conditions, either (a) 1.5% above the applicable LIBOR rate, or (b) 0.5% above (i) the greatest of (x) the prime rate, (y) the federal funds effective rate plus 0.5% or (z) a daily rate equal to one-month LIBOR plus 1.00%. | ' | ' |
Rate at which any unused Credit Facility fee will be calculated | ' | 0.25% | ' | ' |
Credit Facility , interest rate | ' | 1.75% | 1.81% | ' |
Indebtedness to EBITDA | ' | 250.00% | ' | ' |
Fixed charge coverage ratio | ' | 150.00% | ' | ' |
Credit Facility, available | ' | 94.2 | 93.9 | ' |
Outstanding letters of credit | ' | 5.8 | 6.1 | ' |
Letters of credit | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Credit facility | 15 | ' | ' | 25 |
Swing line loans | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Credit facility | 5 | ' | ' | ' |
Accordion feature | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Credit facility | ' | $25 | ' | $50 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' |
Rent expense | $3,300,000 | ' | $3,700,000 | $10,400,000 | $10,700,000 | ' |
Company guarantees | 5,800,000 | ' | ' | 5,800,000 | ' | 7,200,000 |
Company's accrued health benefits liability | 1,300,000 | ' | ' | 1,300,000 | ' | 1,200,000 |
Reserve for state sales and use tax | 5,000,000 | ' | ' | 5,000,000 | ' | 5,100,000 |
Reduction in sales and use tax liability | 1,000,000 | ' | ' | 1,600,000 | ' | ' |
Accrued liability | 1,100,000 | ' | ' | 1,100,000 | ' | 1,500,000 |
Severance Charges | 1,000,000 | 7,200,000 | ' | ' | ' | ' |
Unrecognized stock-based compensation expense | ' | $665,000 | ' | ' | ' | ' |
Weighted average period for which unrecognized compensation is expected to be recognized | ' | '1 year | ' | ' | ' | ' |
Legal_Proceedings_Additional_I
Legal Proceedings - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Feb. 27, 2013 | Sep. 30, 2013 |
Employee | ||
Legal Proceedings [Line Items] | ' | ' |
Number of employees with non solicitation agreements | ' | 2 |
Claim settlement amount | $1 | ' |
Cash settlement by insurer | 0.8 | ' |
Net settlement expense | $0.20 | ' |
Summary_of_Stock_Option_Activi
Summary of Stock Option Activity (Detail) (Stock Options, USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Stock Options | ' |
Number of Shares Underlying Options | ' |
Outstanding at December 31, 2012 | 7,661,908 |
Granted | 100,000 |
Exercised | -1,523,895 |
Cancelled or expired | -581,605 |
Outstanding at September 30, 2013 | 5,656,408 |
Weighted-Average Exercise Price | ' |
Outstanding at December 31, 2012 | $5.11 |
Granted | $5.03 |
Exercised | $3.14 |
Cancelled or expired | $9.92 |
Outstanding at September 30, 2013 | $5.15 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Stock Option Activity | Stock Option Activity | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Performance Restricted Stock Units (PRSUs) | Performance Restricted Stock Units (PRSUs) | Performance Restricted Stock Units (PRSUs) | MSU | MSU | MSU | Market Stock Options | 2011 ESPP | 2011 ESPP | 2011 ESPP | 2011 ESPP | 2011 ESPP | 2011 ESPP | 2011 ESPP | 2011 ESPP | |||||
Chief Executive Officer | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | Minimum | Maximum | Maximum | ||||||||||||||
Common Stock, Preferred Stock, Treasury Stock, Stock-Based Compensation And Other Benefits [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option granted | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Award vesting period | ' | ' | ' | ' | ' | '8 months | ' | '8 months | '4 years | ' | '2 years | '4 years | ' | '1 year | '4 years | '4 years | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost, nonvested stock options | ' | ' | ' | ' | $4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average period for which unrecognized compensation is expected to be recognized | ' | '1 year | ' | ' | '1 year 7 months 6 days | ' | '2 years 9 months 18 days | ' | ' | ' | ' | ' | '1 year 6 months | ' | ' | '2 years 8 months 12 days | ' | ' | ' | ' | ' | ' | '6 months | ' |
Expected Volatility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47.00% | 43.10% | 44.50% | ' | ' | 43.10% | 44.50% | 55.10% | 57.90% |
Risk-free rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.74% | 0.10% | 0.20% | 0.10% | 0.20% | ' | ' | ' | ' |
Contractual life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years | '6 months | '6 months | '6 months | '6 months | ' | ' | ' | ' |
PRSUs that can be settled in cash or stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 197,510 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
PRSUs that Performance metrics not yet determined | ' | ' | ' | ' | ' | ' | ' | ' | ' | 315,316 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost | ' | ' | ' | ' | ' | ' | 21,900,000 | ' | ' | 4,000,000 | ' | ' | 5,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued under ESPP | ' | ' | 158,292 | 244,947 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of shares issued under ESPP | ' | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized stock-based compensation expense | ' | 665,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | 100,000 | ' | ' | ' | ' | ' |
Weighted average fair value of shares issued under ESPP | ' | ' | ' | $7.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Severance costs | $600,000 | ' | $6,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock,issued to the Company's former chief executive officer and executive chairman | ' | ' | 456,297 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
WeightedAverage_Assumptions_Us
Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options Granted (Detail) (Stock Options) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Volatility | ' | ' | 58.00% | ' |
Expected dividend yield | ' | ' | ' | ' |
Risk-free rate | ' | ' | 0.10% | ' |
Expected term (in years) | ' | ' | '8 months 12 days | '5 years |
Minimum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Volatility | ' | ' | ' | 51.80% |
Risk-free rate | ' | ' | ' | 0.70% |
Maximum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Volatility | ' | ' | ' | 52.80% |
Risk-free rate | ' | ' | ' | 1.10% |
Summary_of_Market_Stock_Option
Summary of Market Stock Option Activity (Detail) (Market Stock Options, USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Market Stock Options | ' |
Number of Shares Underlying Options | ' |
Outstanding at December 31, 2012 | 707,113 |
Granted | ' |
Exercised | ' |
Cancelled or expired | -212,239 |
Outstanding at September 30, 2013 | 494,874 |
Weighted-Average Exercise Price | ' |
Outstanding at December 31, 2012 | $13.06 |
Granted | ' |
Exercised | ' |
Cancelled or expired | $13.06 |
Outstanding at September 30, 2013 | $13.06 |
Summary_of_Restricted_Stock_Ac
Summary of Restricted Stock Activity (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Restricted Stock Units (RSUs) | ' |
Number | ' |
Unvested at December 31, 2012 | 1,786,301 |
Granted | 1,931,448 |
Released | -636,308 |
Cancelled or expired | -299,501 |
Unvested at September 30, 2013 | 2,781,940 |
Weighted-Average Grant Date Close Price | ' |
Unvested at December 31, 2012 | $13.97 |
Granted | $6.37 |
Released | $14.20 |
Cancelled or expired | $11.32 |
Unvested at September 30, 2013 | $9.17 |
Performance Restricted Stock Units (PRSUs) | ' |
Number | ' |
Unvested at December 31, 2012 | 742,882 |
Released | -99,056 |
Cancelled or expired | -314,011 |
Unvested at September 30, 2013 | 329,815 |
Weighted-Average Grant Date Close Price | ' |
Unvested at December 31, 2012 | $12.14 |
Released | $13.67 |
Cancelled or expired | $11.60 |
Unvested at September 30, 2013 | $12.20 |
Summary_of_Market_Stock_Activi
Summary of Market Stock Activity (Detail) (MSU, USD $) | 9 Months Ended |
Sep. 30, 2013 | |
MSU | ' |
Number | ' |
Granted | 951,574 |
Released | -7,450 |
Cancelled or expired | -97,349 |
Unvested at September 30, 2013 | 846,775 |
Weighted-Average Grant Date Close Price | ' |
Granted | $6.27 |
Released | $5.03 |
Cancelled or expired | $5.67 |
Unvested at September 30, 2013 | $6.35 |
WeightedAverage_Assumptions_Us1
Weighted-Average Assumptions Used to Estimate Fair Value of Purchase Option Under ESPP Plan (Detail) (2011 ESPP) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Volatility | 43.10% | 44.50% | ' | ' |
Expected dividend yield | ' | ' | ' | ' |
Risk-free rate | 0.10% | 0.20% | 0.10% | 0.20% |
Expected term (in years) | '6 months | '6 months | '6 months | '6 months |
Minimum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Volatility | ' | ' | 43.10% | 44.50% |
Maximum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Volatility | ' | ' | 55.10% | 57.90% |
Classification_of_StockBased_C
Classification of Stock-Based Compensation in Statements of Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $5,634 | $4,661 | $19,086 | $11,992 |
Cost of Revenue | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 174 | 222 | 457 | 474 |
Sales and Marketing | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 1,242 | 1,007 | 2,833 | 2,709 |
Research and Development | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 674 | 662 | 1,683 | 1,782 |
General and Administrative | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $3,544 | $2,770 | $14,113 | $7,027 |
Components_of_StockBased_Compe
Components of Stock-Based Compensation Expense (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $5,634 | $4,661 | $19,086 | $11,992 |
Stock Options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 1,447 | 2,051 | 6,303 | 6,057 |
Restricted Stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 2,746 | 2,418 | 6,967 | 5,251 |
Common Stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | 2,797 | ' |
MSU | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 1,176 | ' | 1,617 | ' |
Performance Restricted Stock Units (PRSUs) | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 194 | -18 | 1,125 | 105 |
2011 ESPP | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $71 | $210 | $277 | $579 |
Calculation_of_Basic_and_Dilut
Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net loss per share: | ' | ' | ' | ' |
Net loss attributable to common stockholders | ($5,295) | ($6,022) | ($24,995) | ($28,685) |
Weighted-average common shares outstanding: | ' | ' | ' | ' |
Basic | 62,757 | 59,444 | 61,718 | 58,259 |
Diluted | 62,757 | 59,444 | 61,718 | 58,259 |
Net loss per share attributable to common stockholders: | ' | ' | ' | ' |
Basic | ($0.08) | ($0.10) | ($0.40) | ($0.49) |
Diluted | ($0.08) | ($0.10) | ($0.40) | ($0.49) |
Presentation_of_Potentially_Di
Presentation of Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss Per Share (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | 11,137,840 | 10,779,599 | 10,631,429 | 11,510,282 |
Stock Options | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | 6,375,972 | 8,959,554 | 7,063,812 | 10,089,241 |
Restricted Stock | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | 2,916,282 | 1,699,882 | 2,426,799 | 1,323,864 |
Stock Compensation Plan | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | 131,120 | 119,529 | 148,623 | 96,543 |
MSU | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | 1,714,466 | ' | 992,195 | ' |
Warrant | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | ' | 634 | ' | 634 |
Summarized_Information_by_Segm
Summarized Information by Segment (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Technology | $104,407 | $96,170 | $318,870 | $288,445 |
Marketing services | 13,128 | 13,049 | 37,036 | 36,776 |
Total net revenue | 117,535 | 109,219 | 355,906 | 325,221 |
Segment operating income before depreciation, amortization, stock-based compensation expense and unallocated corporate costs: | ' | ' | ' | ' |
Total segment operating income before depreciation, amortization, stock-based compensation expense and unallocated corporate costs | 30,513 | 26,069 | 84,809 | 64,879 |
Depreciation and amortization | -15,422 | -15,033 | -46,281 | -45,127 |
Stock-based compensation expense | -5,634 | -4,661 | -19,086 | -11,992 |
Unallocated corporate costs | -14,141 | -10,685 | -40,054 | -32,339 |
Loss from operations | -4,684 | -4,310 | -20,612 | -24,579 |
Technology | ' | ' | ' | ' |
Segment operating income before depreciation, amortization, stock-based compensation expense and unallocated corporate costs: | ' | ' | ' | ' |
Total segment operating income before depreciation, amortization, stock-based compensation expense and unallocated corporate costs | 26,609 | 20,728 | 75,964 | 52,736 |
Marketing Services | ' | ' | ' | ' |
Segment operating income before depreciation, amortization, stock-based compensation expense and unallocated corporate costs: | ' | ' | ' | ' |
Total segment operating income before depreciation, amortization, stock-based compensation expense and unallocated corporate costs | $3,904 | $5,341 | $8,845 | $12,143 |
Net_Revenue_and_LongLived_Asse
Net Revenue and Long-Lived Assets by Major Geographic Region (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' |
Total net revenue | $117,535 | $109,219 | $355,906 | $325,221 | ' |
Property and equipment, net: | ' | ' | ' | ' | ' |
Total property and equipment, net | 42,500 | ' | 42,500 | ' | 41,236 |
North America | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' |
Total net revenue | 113,522 | 105,963 | 345,217 | 315,947 | ' |
Property and equipment, net: | ' | ' | ' | ' | ' |
Total property and equipment, net | 39,463 | ' | 39,463 | ' | 39,460 |
Europe And Other | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' |
Total net revenue | 4,013 | 3,256 | 10,689 | 9,274 | ' |
Property and equipment, net: | ' | ' | ' | ' | ' |
Total property and equipment, net | $3,037 | ' | $3,037 | ' | $1,776 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Income Tax [Line Items] | ' | ' |
Effective tax rate | -15.50% | ' |
Uncertain tax positions | $0 | $1.30 |
Deferred tax assets | $0.70 | $0.70 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
ESPN | Maximum | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Net revenue from related parties | ' | $0.10 | $0.10 | $0.10 |
DISNEY | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Net revenue from related parties | 0.4 | 0.3 | 1.6 | 1.2 |
USTA | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Net revenue from related parties | $1.30 | $1.30 | $4.10 | $4 |
Employee_Benefit_Plans_Additio
Employee Benefit Plans - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
Maximum | Maximum | |||||
Employee Benefit Plan [Line Items] | ' | ' | ' | ' | ' | ' |
Pre-tax compensation | ' | ' | 4.00% | ' | ' | ' |
Matching contributions of company | $0.20 | $0.30 | $0.80 | $0.80 | ' | ' |
Deferred Compensation Plan on base salaries | ' | ' | 80.00% | ' | ' | ' |
Deferred Compensation Plan, performance-based compensation and commissions | ' | ' | 100.00% | ' | ' | ' |
Contribution vesting period | ' | ' | '4 years | ' | ' | ' |
Deferred compensation plan | ' | ' | ' | ' | 0.1 | 0.1 |
Investments in company-owned life insurance policies | ' | ' | ' | ' | $0.10 | ' |