Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Feb. 28, 2014 | Jun. 30, 2013 |
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Registrant Name | 'PROOFPOINT INC. | ' | ' |
Entity Central Index Key | '0001212458 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 36,760,707 | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $603,262 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $243,786 | $39,254 |
Short-term investments | 8,015 | 47,263 |
Accounts receivable, net of allowance for doubtful accounts of $276 and $187 at December 31, 2013 and 2012, respectively | 26,221 | 18,115 |
Inventory | 860 | 567 |
Deferred product costs, current | 1,004 | 1,184 |
Prepaid expenses and other current assets | 7,963 | 3,491 |
Total current assets | 287,849 | 109,874 |
Property and equipment, net | 11,221 | 8,560 |
Deferred product costs, noncurrent | 357 | 326 |
Goodwill | 63,764 | 18,557 |
Intangible assets, net | 22,976 | 2,913 |
Other noncurrent assets | 4,392 | 211 |
Total assets | 390,559 | 140,441 |
Current liabilities | ' | ' |
Accounts payable | 7,281 | 2,496 |
Accrued liabilities | 19,260 | 12,078 |
Notes payable and lease obligations, current | 1,655 | 1,658 |
Deferred rent, current | 297 | 462 |
Deferred revenue, current | 89,450 | 62,642 |
Total current liabilities | 117,943 | 79,336 |
Convertible senior notes, noncurrent | 152,928 | 0 |
Notes payable and lease obligations, noncurrent | 695 | 2,354 |
Other long-term liabilities, noncurrent | 7,300 | 726 |
Deferred revenue, noncurrent | 34,533 | 24,217 |
Total liabilities | 313,399 | 106,633 |
Commitments and contingencies (Note 7) | ' | ' |
Stockholders’ equity (deficit) | ' | ' |
Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding at December 31, 2013 and 2012 | 0 | 0 |
Common stock, $0.0001 par value—200,000 shares authorized at December 31, 2013 and 2012; 36,140 and 33,044 shares outstanding at December 31, 2013 and 2012, respectively | 4 | 3 |
Additional paid-in capital | 287,165 | 216,280 |
Accumulated other comprehensive income | 0 | 3 |
Accumulated deficit | -210,009 | -182,478 |
Total stockholders' equity | 77,160 | 33,808 |
Total liabilities and stockholders' equity | $390,559 | $140,441 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parenthetical (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $276 | $187 |
Preferred stock: | ' | ' |
Par value of preferred stock (USD per share) | $0.00 | $0.00 |
Preferred stock authorized (in shares) | 5,000 | 5,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Number of shares of common stock reserved for future issuance | ' | ' |
Par value of common stock (USD per share) | $0.00 | $0.00 |
Common stock authorized (in shares) | 200,000 | 200,000 |
Common stock issued (in shares) | 0 | 0 |
Common stock outstanding (in shares) | 36,140 | 33,044 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Revenue: | ' | ' | ' | |||
Subscription | $132,062 | $101,470 | $73,896 | |||
Hardware and services | 5,869 | 4,825 | 7,942 | |||
Total revenue | 137,931 | 106,295 | 81,838 | |||
Cost of revenue: | ' | ' | ' | |||
Subscription | 35,438 | 28,246 | 24,193 | |||
Hardware and services | 6,124 | 4,867 | 5,537 | |||
Total cost of revenue | 41,562 | [1],[2] | 33,113 | [1],[2] | 29,730 | [1],[2] |
Gross profit | 96,369 | 73,182 | 52,108 | |||
Operating expense: | ' | ' | ' | |||
Research and development | 34,449 | 24,827 | 19,779 | |||
Sales and marketing | 71,781 | 55,239 | 42,676 | |||
General and administrative | 19,622 | 12,693 | 9,237 | |||
Total operating expense | 125,852 | [1],[2] | 92,759 | [1],[2] | 71,692 | [1],[2] |
Operating loss | -29,483 | -19,577 | -19,584 | |||
Interest expense, net | -641 | -108 | -300 | |||
Other (expense) income, net | -215 | -154 | 113 | |||
Loss before benefit from (provision for) income taxes | -30,339 | -19,839 | -19,771 | |||
Benefit from (provision for) income taxes | 2,808 | -521 | -370 | |||
Net loss | -27,531 | -20,360 | -20,141 | |||
Net loss per share, basic and diluted (in dollars per share) | ($0.79) | ($0.85) | ($5.03) | |||
Weighted average shares outstanding, basic and diluted (in shares) | 34,874 | 24,056 | 4,005 | |||
Intangible amortization expense | 4,044 | 3,276 | 4,542 | |||
Cost of subscription revenue [Member] | ' | ' | ' | |||
Operating expense: | ' | ' | ' | |||
Stock-based compensation expense | 1,007 | 657 | 366 | |||
Intangible amortization expense | 2,220 | 2,785 | 3,772 | |||
Cost of hardware and services revenue [Member] | ' | ' | ' | |||
Operating expense: | ' | ' | ' | |||
Stock-based compensation expense | 196 | 70 | 29 | |||
Research and development [Member] | ' | ' | ' | |||
Operating expense: | ' | ' | ' | |||
Stock-based compensation expense | 3,608 | 1,869 | 1,247 | |||
Intangible amortization expense | 47 | 30 | 1 | |||
Sales and marketing [Member] | ' | ' | ' | |||
Operating expense: | ' | ' | ' | |||
Stock-based compensation expense | 4,270 | 3,103 | 1,976 | |||
Intangible amortization expense | 1,743 | 461 | 769 | |||
General and administrative [Member] | ' | ' | ' | |||
Operating expense: | ' | ' | ' | |||
Stock-based compensation expense | 3,002 | 1,622 | 930 | |||
Intangible amortization expense | $34 | $0 | $0 | |||
[1] | Includes intangible amortization expense as follows: Cost of subscription revenue $2,220, research and development $47, sales and marketing $1,743 and general and administrative $34 for the year ended December 31, 2013. Cost of subscription revenue $2,785, research and development $30, sales and marketing $461 and general and administrative $0 for the year ended December 31, 2012. Cost of subscription revenue $3,772, research and development $1, sales and marketing $769 and general and administrative $0 for the year ended December 31, 2011. | |||||
[2] | Includes stock-based compensation expenses as follows:Cost of subscription $1,007, cost of hardware and service revenue $196, research and development $3,608, sales and marketing $4,270 and general and administrative $3,002 for the year ended December 31, 2013. Cost of subscription $657, cost of hardware and service revenue $70, research and development $1,869, sales and marketing $3,103 and general and administrative $1,622 for the year ended December 31, 2012. Cost of subscription $366, cost of hardware and service revenue $29, research and development $1,247, sales and marketing $1,976 and general and administrative $930 for the year ended December 31, 2011 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Net loss | ($27,531) | ($20,360) | ($20,141) |
Other comprehensive income (loss), net of tax: | ' | ' | ' |
Unrealized (losses) gains on investments, net | -3 | 6 | -3 |
Comprehensive loss | ($27,534) | ($20,354) | ($20,144) |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) (USD $) | Total | Convertible preferred stock [Member] | Common stock [Member] | Additional paid-in capital [Member] | Accumulated other comprehensive income (loss) [Member] | Accumulated deficit [Member] |
In Thousands, unless otherwise specified | ||||||
Beginning balance at Dec. 31, 2010 | ($128,401) | ' | $1 | $13,575 | $0 | ($141,977) |
Convertible preferred stock, beginning balance at Dec. 31, 2010 | ' | 109,820 | ' | ' | ' | ' |
Beginning balance (shares) at Dec. 31, 2010 | ' | ' | 3,829 | ' | ' | ' |
Convertible preferred stock, beginning balance (shares) at Dec. 31, 2010 | ' | 38,893 | ' | ' | ' | ' |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Unpaid deferred offering costs | ' | 91 | ' | ' | ' | ' |
Convertible preferred stock, issuance of Series B preferred stock upon net exercise of warrants (shares) | ' | 49 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net loss | -20,141 | ' | ' | ' | ' | -20,141 |
Unrealized gain (loss) on short-term investments | -3 | ' | ' | ' | -3 | ' |
Issuance of common stock as part of the consideration for acquisitions | 5,406 | ' | ' | 5,406 | ' | ' |
Issuance of common stock as part of the consideration for acquisitions (shares) | ' | ' | 677 | ' | ' | ' |
Fair value of vested restricted stock units assumed in connection with acquisition | 58 | ' | ' | 58 | ' | ' |
Stock-based compensation expense | 4,548 | ' | ' | 4,548 | ' | ' |
Stock options exercised | 1,178 | ' | ' | 1,178 | ' | ' |
Stock options exercised (shares) | 456 | ' | 456 | ' | ' | ' |
Repurchase of stock options | -4 | ' | ' | -4 | ' | ' |
Repurchase of stock options (shares) | ' | ' | -1 | ' | ' | ' |
Vesting of early exercise options | 12 | ' | ' | 12 | ' | ' |
Ending balance at Dec. 31, 2011 | -137,347 | ' | 1 | 24,773 | -3 | -162,118 |
Ending balance (shares) at Dec. 31, 2011 | ' | ' | 4,961 | ' | ' | ' |
Convertible preferred stock, ending balance (shares) at Dec. 31, 2011 | ' | 38,942 | ' | ' | ' | ' |
Convertible preferred stock, beginning balance at Dec. 31, 2011 | ' | 109,911 | ' | ' | ' | ' |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, conversion of preferred stock into shares of common stock | 109,911 | -109,911 | 1 | 109,910 | ' | ' |
Convertible preferred stock, conversion of preferred stock into shares of common stock (shares) | ' | -38,942 | 19,567 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net loss | -20,360 | ' | ' | ' | ' | -20,360 |
Unrealized gain (loss) on short-term investments | 6 | ' | ' | ' | 6 | ' |
Issuance of common stock as part of the consideration for acquisitions | 0 | ' | ' | 0 | ' | ' |
Issuance of common stock as part of the consideration for acquisitions (shares) | ' | ' | 21 | ' | ' | ' |
Issuance of common stock in April 2012 initial public offering at $13.00 per share, net of issuance costs of $7,879 | 68,295 | ' | 1 | 68,294 | ' | ' |
Issuance of common stock in April 2012 initial public offering at $13.00 per share, net of issuance costs of $7,879 (shares) | ' | ' | 5,860 | ' | ' | ' |
Stock-based compensation expense | 7,321 | ' | ' | 7,321 | ' | ' |
Stock options exercised | 4,946 | ' | ' | 4,946 | ' | ' |
Stock options exercised (shares) | 2,543 | ' | 2,543 | ' | ' | ' |
Issuance of common stock under employee stock purchase plan | 1,093 | ' | ' | 1,093 | ' | ' |
Issuance of common stock under employee stock purchase plan (shares) | ' | ' | 99 | ' | ' | ' |
Restricted stock withholding taxes net-settlement | -83 | ' | ' | -83 | ' | ' |
Restricted stock withholding taxes net-settlement (shares) | ' | ' | -7 | ' | ' | ' |
Vesting of early exercise options | 26 | ' | ' | 26 | ' | ' |
Ending balance at Dec. 31, 2012 | 33,808 | ' | 3 | 216,280 | 3 | -182,478 |
Ending balance (shares) at Dec. 31, 2012 | 33,044 | ' | 33,044 | ' | ' | ' |
Convertible preferred stock, ending balance (shares) at Dec. 31, 2012 | ' | 0 | ' | ' | ' | ' |
Convertible preferred stock, beginning balance at Dec. 31, 2012 | ' | 0 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net loss | -27,531 | ' | ' | ' | ' | -27,531 |
Unrealized gain (loss) on short-term investments | -3 | ' | ' | ' | -3 | ' |
Adjustments to additional paid in capital, equity component of convertible debt | 43,293 | ' | ' | 43,293 | ' | ' |
Issuance of common stock as part of the consideration for acquisitions | 0 | ' | ' | ' | ' | ' |
Stock-based compensation expense | 11,231 | ' | ' | 11,231 | ' | ' |
Stock options exercised | 13,510 | ' | 1 | 13,509 | ' | ' |
Stock options exercised (shares) | 2,879 | ' | 2,879 | ' | ' | ' |
Issuance of common stock under employee stock purchase plan | 2,839 | ' | ' | 2,839 | ' | ' |
Issuance of common stock under employee stock purchase plan (shares) | ' | ' | 217 | ' | ' | ' |
Vesting of early exercise options | 13 | ' | ' | 13 | ' | ' |
Ending balance at Dec. 31, 2013 | $77,160 | ' | $4 | $287,165 | $0 | ($210,009) |
Ending balance (shares) at Dec. 31, 2013 | 36,140 | ' | 36,140 | ' | ' | ' |
Convertible preferred stock, ending balance (shares) at Dec. 31, 2013 | ' | 0 | ' | ' | ' | ' |
Consolidated_Statements_of_Cha1
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) Parenthetical (Common stock [Member], USD $) | 0 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Apr. 20, 2012 |
Payments of stock issuance costs | $7,879 |
IPO [Member] | ' |
Public offering price (USD per share) | $13 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities | ' | ' | ' |
Net loss | ($27,531) | ($20,360) | ($20,141) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | ' | ' | ' |
Depreciation and amortization | 9,967 | 7,710 | 7,684 |
Loss on disposal of property and equipment | 2 | 0 | 0 |
Accretion of discounts on investments | 575 | 520 | 0 |
Provision for allowance for doubtful accounts, excluding the amount acquired in business combinations | 40 | 54 | 8 |
Stock-based compensation | 12,083 | 7,321 | 4,548 |
Deferred income tax expense | -3,458 | 0 | 0 |
Change in fair value of warrant liability | 0 | 0 | -66 |
Change in fair value of contingent earn-outs | 9 | 0 | 208 |
Amortization of debt issuance costs and accretion of debt discount | 489 | 0 | 0 |
Changes in assets and liabilities, net of effect of acquisitions: | ' | ' | ' |
Accounts receivable | -4,500 | -2,380 | -2,702 |
Inventory | -223 | 162 | -144 |
Deferred products costs | 149 | 1,280 | 2,779 |
Prepaid expenses and other current assets | 388 | -934 | -778 |
Noncurrent assets | -316 | 97 | 168 |
Accounts payable | 931 | -683 | 300 |
Accrued liabilities | 1,883 | 3,485 | 722 |
Earn-out payment | -1 | 0 | -285 |
Deferred rent | -438 | -55 | 447 |
Deferred revenue | 22,575 | 10,619 | 7,084 |
Net cash provided by (used in) operating activities | 12,624 | 6,836 | -168 |
Cash flows from investing activities | ' | ' | ' |
Proceeds from sales and maturities of short-term investments | 59,046 | 15,264 | 2,791 |
Purchase of short-term investments | -20,376 | -60,095 | -5,080 |
Purchase of property and equipment, net | -7,666 | -5,904 | -4,930 |
Acquisitions of business, net of cash acquired | -40,972 | 0 | -134 |
Net cash used in investing activities | -9,968 | -50,735 | -7,353 |
Cash flows from financing activities | ' | ' | ' |
Proceeds from issuance of common stock, net of repurchases | 16,367 | 6,060 | 1,199 |
Proceeds from initial public offering, net of offering costs | 0 | 68,295 | 0 |
Proceeds from convertible debt, net of discount and issuance costs | 195,641 | 0 | 0 |
Proceeds from equipment financing loans | 0 | 0 | 4,925 |
Repayments of notes payable and loans | -10,033 | -969 | -208 |
Payment of contingent earn-outs | -99 | 0 | -715 |
Net cash provided by financing activities | 201,876 | 73,386 | 5,201 |
Net increase (decrease) in cash and cash equivalents | 204,532 | 29,487 | -2,320 |
Cash and cash equivalents | ' | ' | ' |
Beginning of period | 39,254 | 9,767 | 12,087 |
End of period | 243,786 | 39,254 | 9,767 |
Supplemental disclosures of cash flow information | ' | ' | ' |
Cash paid for interest | 148 | 49 | 97 |
Cash paid for taxes | 385 | 370 | 210 |
Supplemental disclosure of noncash investing and financing information | ' | ' | ' |
Common stock issued in connection with acquisition | 0 | 0 | 5,406 |
Fair value of vested restricted stock units assumed in connection with acquisition | 0 | 0 | 58 |
Issuance of Series B preferred stock upon net exercise of warrants | 0 | 0 | 91 |
Deferred offering costs incurred but not yet paid | 195 | ' | ' |
Deferred initial public offering costs incurred but not yet paid | ' | ' | 967 |
Unpaid purchases of property and equipment | $1,039 | $659 | $931 |
The_Company_and_Summary_of_Sig
The Company and Summary of Significant Accounting Policies | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Accounting Policies [Abstract] | ' | |||
The Company and Summary of Significant Accounting Policies | ' | |||
The Company and Summary of Significant Accounting Policies | ||||
The Company | ||||
Proofpoint, Inc. (the "Company") was incorporated in Delaware in June 2002 and is headquartered in California. | ||||
Proofpoint is a pioneering security-as-a-service vendor that enables large and mid-sized organizations worldwide to defend, protect, archive and govern their most sensitive data. The Company's security-as-a-service platform is comprised of a number of data protection solutions, including threat protection, regulatory compliance, archiving and governance, and secure communication. | ||||
Reverse Stock Split | ||||
On March 30, 2012, the Company's Board of Directors approved a 1-for-2 reverse stock split of the Company's common stock. The reverse stock split became effective on April 2, 2012. Upon the effectiveness of the reverse stock split, (i) every two shares of outstanding common stock was decreased to one share of common stock, (ii) the number of shares of common stock into which each outstanding option to purchase common stock is exercisable was proportionally decreased on a 1-for-2 basis, (iii) the exercise price of each outstanding option to purchase common stock was proportionately increased on a 1-for-2 basis, and (iv) the conversion ratio for each share of preferred stock outstanding was proportionately reduced on a 1-for-2 basis. All of the share numbers, share prices, and exercise prices have been retrospectively adjusted to reflect the reverse stock split. | ||||
Principles of Consolidation | ||||
The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | ||||
In 2013 and 2011, the Company made a number of acquisitions which are more fully described in Note 2, "Acquisitions". The Consolidated Financial Statements include the results of operations from these business combinations from their date of acquisition. | ||||
Use of Estimates | ||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates and such difference may be material to the financial statements. | ||||
Foreign Currency Remeasurement and Transactions | ||||
The Company's sales to international customers are generally U.S. dollar-denominated. As a result, there are no significant foreign currency gains or losses related to these transactions. The functional currency for the Company's wholly-owned foreign subsidiaries is the U.S. dollar. Accordingly, the subsidiaries remeasure monetary assets and liabilities at period-end exchange rates, while nonmonetary items are remeasured at historical rates. Income and expense accounts are remeasured at the average exchange rates in effect during the year. Remeasurement adjustments are recognized in the Consolidated Statements of Operations as transaction gains or losses within other income (expense), net, in the period of occurrence. Aggregate transaction gain (losses) included in determining net loss were $(180), $(157) and $8 for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||
Cash, Cash Equivalents and Short-term Investments | ||||
The Company considers all highly liquid instruments purchased with an original maturity date of 90 days or less from the date of purchase to be cash equivalents. Cash equivalents consist of money market funds and certain types of commercial paper. Cash and cash equivalents were $243,786 and $39,254 at December 31, 2013 and 2012, respectively. Short-term investments consist of readily marketable securities with maturity dates within three months from the date of purchase and include certain types of commercial paper, corporate bonds, debt securities and certificates of deposit. Short-term investments were $8,015 and $47,263 at December 31, 2013 and 2012, respectively, and all were classified as available-for-sale and were carried at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss). Realized gains and losses are included in other (expense) income, net. Fair value is estimated based on available market information. The cost of securities sold is based on the specific identification method. | ||||
Inventories | ||||
Inventories are stated at lower of cost or market value, with costs computed on a first-in, first-out basis. Cost is determined using standard costs which approximate actual costs. The Company periodically reviews its inventories for excess and obsolete items and adjusts carrying costs to estimated net realizable values when they are determined to be less than cost. | ||||
Inventories held at December 31, 2013 and 2012 consist primarily of finished goods. | ||||
Revenue Recognition | ||||
The Company derives its revenue primarily from two sources: (1) subscription revenue for rights related to the use of the security-as-a-service platform and (2) hardware, training and professional services revenue provided to customers related to their use of the platform. Subscription revenue is derived from a subscription‑based enterprise licensing model with contract terms typically ranging from one to three years, and consists of (i) subscription fees from the licensing of the security-as-a-service platform, (ii) subscription fees for access to the on-demand elements of the platform and (iii) subscription fees for the right to access the Company’s customer support services. | ||||
The Company applies the provision of ASC 985-605, “Software Revenue Recognition” and related interpretations, to all transactions involving the licensing of software, as well as related support, training, and other professional services. ASC 985-605 requires revenue earned on software arrangements involving multiple elements such as software license, support, training and other professional services to be allocated to each element based on the relative fair values of these elements. The fair value of an element must be based on vendor‑specific objective evidence (“VSOE”) of fair value. VSOE of fair value of each element is based on the price charged when the element is sold separately. Revenue is recognized when all of the following criteria are met as set forth in ASC 985-605: | ||||
• | Persuasive evidence of an arrangement exists, | |||
• | Delivery has occurred, | |||
• | The fee is fixed or determinable, and | |||
• | Collectability is probable. | |||
The Company has analyzed all of the elements included in its multiple element arrangements and has determined that it does not have sufficient VSOE of fair value to allocate revenue to its subscription and software license agreements, support, training, and professional services. The Company defers all revenue under the software arrangement until the commencement of the subscription services and any associated professional services. Once the subscription services and the associated professional services have commenced, the entire fee from the arrangement is recognized ratably over the remaining period of the arrangement. If the professional services are essential to the functionality of the subscription, then the revenue recognition does not commence until such services are completed. | ||||
In the Consolidated Statements of Operations, revenue is categorized as "subscription" and "hardware and services." Although the Company is unable to separate its multiple elements under the applicable revenue recognition guidance since it does not have sufficient VSOE of fair value for revenue recognition purposes, the Company has used a systematic and rational estimate to classify revenue between subscription and hardware and services. For presentation purposes only, the Company allocates revenue to hardware and services based upon management's best estimate of fair value of such deliverables using a cost plus model. The remaining consideration of the arrangement is then allocated to subscription revenue. Management believes that this methodology provides a reasonable basis to allocate revenue between "subscription" and "hardware and services" for presentation purposes. | ||||
The hosted on-demand service agreements do not provide customers with the right to take possession of the software supporting the hosted service. The Company recognizes revenue from its hosted on-demand services in accordance with ASC 605-20, and as such recognizes revenue when the following criteria are met: | ||||
• | Persuasive evidence of an arrangement exists, | |||
• | Delivery of the Company’s obligations to its customers has occurred, | |||
• | Collection of the fees is probable, and | |||
• | The amount of fees to be paid by the customer is fixed or determinable. | |||
In October 2009, the FASB amended the accounting guidance for multiple element arrangements (“ASU 2009-13”) to: | ||||
• | Provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the arrangement consideration should be allocated among its elements; | |||
• | Require an entity to allocate revenue in an arrangement that has separate units of accounting using best estimated selling price (“BESP”) of deliverables if a vendor does not have VSOE of fair value or third-party evidence of selling price (“TPE”), and | |||
• | Eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method to the separate unit of accounting. | |||
Concurrently, the FASB amended the accounting guidance for revenue recognition (“ASU 2009-14”) to exclude hardware appliances containing software components and hardware components that function together to deliver the hardware appliance’s essential functionality from the scope of the software revenue recognition guidance of ASC 985-605. | ||||
The Company elected to adopt this new guidance in the first quarter of fiscal 2011 for new and materially modified revenue arrangements originating after January 1, 2011. | ||||
For all arrangements within the scope of these new accounting pronouncements, including the Company’s hosted on-demand services, the Company evaluates each element in a multiple element arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within the Company’s control. Revenue derived from the licensing of the security-as-a-service platform continues to be accounted for in accordance with the industry specific revenue recognition guidance. | ||||
Hardware appliance revenue is recognized upon shipment. Subscription and support revenue are recognized over the contract period commencing on the start date of the contract. Professional services and training, when sold with hardware appliances or subscription and support services, are accounted for separately when those services have standalone value. In determining whether professional services and training services can be accounted for separately from subscription and support services, the Company considers the following factors: availability of the services from other vendors, the nature of the services, and the dependence of the subscription services on the customer’s decision to buy the professional services. If professional services and training do not qualify for separate accounting, the Company recognizes the professional services and training ratably over the contract term of the subscription services. | ||||
Delivery generally occurs when the hardware appliance is delivered to a common carrier freight on board shipping point by the Company or the hosted service has been activated and communicated to the customer accordingly. The Company’s fees are typically considered to be fixed or determinable at the inception of an arrangement and are negotiated at the outset of an arrangement, generally based on specific products and quantities to be delivered. In the event payment terms are provided that differ significantly from the Company's standard business practices, the fees are deemed to not be fixed or determinable and revenue is recognized as the fees become paid. | ||||
The Company assesses collectability based on a number of factors, including credit worthiness of the customer and past transaction history of the customer. Through December 31, 2013, the Company has not experienced significant credit losses. | ||||
Deferred Revenue | ||||
Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from the sale of the Company’s subscription fees, training and professional services. Once the revenue recognition criteria are met, this revenue is recognized ratably over the term of the associated contract. | ||||
Deferred Product Costs | ||||
Deferred product costs are the incremental costs that are directly associated with each noncancellable customer contract or hosting agreement and primarily consist of cost of appliances and royalty payments made to third parties, from whom the Company has obtained licenses to integrate certain software into its products. The costs are deferred and amortized over the noncancellable term of the related customer contract or hosting agreement, which typically range from 12 to 36 months. | ||||
Property and Equipment | ||||
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful life of the related asset. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the lease term or the estimated useful life of the asset or improvement. Cost of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. When property and equipment are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is included in other (expense) income, net. | ||||
Impairment of Intangible Assets and Other Long-Lived Assets | ||||
In accordance with ASC 360, "Property, Plant, and Equipment," the Company evaluates long-lived assets, such as property and equipment, including intangible assets other than goodwill, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of such assets (or asset group) to the future undiscounted cash flows the assets (or asset group) is expected to generate. If the assets are considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. The Company also evaluates the estimated remaining useful lives of intangible assets and other long-lived assets to assess whether a revision to the remaining periods of amortization is required. No assets were determined to be impaired to date. | ||||
Advertising and Promotion Costs | ||||
Expenses related to advertising and promotion of solutions is charged to sales and marketing expense as incurred. The Company did not incur any significant advertising and promotion expenses during the years ended December 31, 2013, 2012 and 2011. | ||||
Goodwill and Intangible Assets | ||||
Goodwill represents the excess of the purchase price of the acquired enterprise over the fair value of identifiable assets acquired and liabilities assumed. The Company applies ASC 350, "Intangibles—Goodwill and Other" and performs an annual goodwill impairment test during the fourth quarter of the Company's fiscal year and more frequently if an event or circumstances indicates that an impairment may have occurred. For the purposes of impairment testing, the Company has determined that it has one reporting unit. The Company performs a two-step impairment test of goodwill whereby the fair value of the reporting unit is compared to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not considered impaired and further testing is not required. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then an impairment loss equal to the difference is recorded. The identification and measurement of goodwill impairment involves the estimation of the fair value of the Company. The estimate of fair value of the Company, based on the best information available as of the date of the assessment, is subjective and requires judgment, including management assumptions about expected future revenue forecasts and discount rates, changes in the overall economy, trends in the stock price and other factors. No impairment was identified by the Company as of December 31, 2013. | ||||
Intangible assets consist of developed technology, vendor relationships and customer relationships. The values assigned to intangibles are based on estimates and judgments regarding expectations for success and life cycle of solutions and technologies acquired. | ||||
Intangible assets are amortized on a straight-line basis over their estimated lives, which approximate the pattern in which the economic benefits of the intangible assets are consumed, as follows (in years): | ||||
Low | High | |||
Patents | 4 | 5 | ||
Developed technology | 3 | 7 | ||
Customer relationships | 2 | 4 | ||
Non-compete agreements | 2 | 4 | ||
Tradenames and trademarks | 1 | 5 | ||
Warranty | ||||
The Company provides limited warranties on all sales and provides for the estimated cost of the warranties at the date of sale, to the extent not already provided by its own vendors. The estimated cost of warranties has not been material to date. | ||||
Income Taxes | ||||
The Company accounts for income taxes in accordance with authoritative guidance, which requires use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on the difference between the Consolidated Financial Statements carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be reversed. | ||||
The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. | ||||
The Company has elected to use the "with and without" approach as described in ASC 740-20, "Intraperiod Tax Allocation" in determining the order in which tax attributes are utilized. As a result, the Company will only recognize a tax benefit from stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available to the Company have been utilized. In addition, the Company has elected to account for the impact of stock-based awards on other tax attributes, such as the research tax credit, through the Consolidated Statements of Operations. | ||||
The Company recognizes interest and penalties related to uncertain tax positions within the income tax expense line in the Consolidated Statements of Operations. Accrued interest and penalties are included within the related tax liability line in the Consolidated Balance Sheets. | ||||
Employee Benefit Plans | ||||
The Company sponsors a 401(k) defined contribution plan covering all employees. The Company may make discretionary contributions to the 401(k). To date, no contributions have been made by the Company. | ||||
Stock-Based Compensation | ||||
The Company accounts for stock-based compensation under ASC 718, "Compensation—Stock Compensation" using the prospective transition method prescribed for private companies. Using the prospective transition method, compensation expense recognized includes the compensation cost for all share-based payment awards granted to employees subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of ASC 718. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. Stock compensation expense is recognized on a straight-line basis over the requisite service period of the award, which generally equals the vesting period. Under ASC 718, the Company is required to estimate potential forfeitures of stock grants and adjust compensation cost recorded accordingly. The estimate of forfeitures is computed based on historical data of employee turnover and is adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from the prior estimates. Changes in estimated forfeitures are recognized in the period of change and will impact the amount of stock compensation expenses to be recognized in future periods. | ||||
Stock-based compensation expense recognized is shown in the operating activities section of the Consolidated Statements of Cash Flows. In addition, ASC 718 requires the cash flows resulting from the tax benefits due to tax deductions on stock option exercises in excess of the stock-based compensation expense recognized (excess tax benefits) to be classified in the financing activities section of the Consolidated Statements of Cash Flows. During the years ended December 31, 2013, 2012 and 2011, the Company did not recognize any excess tax benefits. | ||||
The Company accounts for stock options issued to non-employees in accordance with the provisions of ASC 505-50 using a fair-value approach. The measurement of stock-based compensation for non-employees is subject to periodic adjustments as the options vest, and the expense is recognized over the period over which services are received. Stock-based compensation expense for non-employees has not been material for all periods presented. | ||||
Comprehensive Income (Loss) | ||||
Comprehensive income (loss) includes all changes in equity that are not the result of transactions with stockholders. The Company’s comprehensive income (loss) consists of its net loss and changes in unrealized gains (losses) from its available-for-sale investments. Total comprehensive loss has been presented in the Consolidated Statements of Comprehensive Loss. During the year ended December 31, 2013, the Company adopted ASU 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which requires filers to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net loss. The Company had no significant reclassifications out of accumulated other comprehensive income into net loss for the years ended December 31, 2013, 2012 and 2011. | ||||
Recent Accounting Policies | ||||
In July 2013, the FASB issued ASU 2013-11, "Income Taxes", a new accounting standard update on the financial statement presentation of unrecognized tax benefits. The new guidance provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The new guidance becomes effective for the Company on January 1, 2014 and it should be applied prospectively to unrecognized tax benefits that exist at the effective date with retrospective application permitted. The Company is currently assessing the impact of this new guidance but does not believe it will have a material impact. |
Acquisitions
Acquisitions | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Acquisitions | ' | |||||||
Acquisitions | ||||||||
In 2013, the Company entered into agreements to acquire five companies (collectively, the "Acquisitions"). Additionally, there were two other acquisitions in 2011 by the Company. Each acquisition was accounted for under the purchase method of accounting in which the tangible and identifiable intangible assets and liabilities of each acquired company were recorded at their respective fair values as of each acquisition date, including an amount for goodwill representing the difference between the respective acquisition consideration and fair values of identifiable net assets. The Company believes the combined entities will achieve savings in corporate overhead costs and opportunities for growth through expanded geographic and customer segment diversity with the ability to leverage additional products and capabilities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of each acquired company's net identifiable assets acquired and, as a result, goodwill was recorded in connection with each acquisition. Goodwill is not deductible for tax purposes. | ||||||||
Sendmail, Inc. | ||||||||
On October 1, 2013 (the "Sendmail Acquisition Date"), pursuant to the terms of an Agreement and Plan of Merger, a wholly-owned subsidiary of the Company merged with and into Sendmail, Inc. ("Sendmail"), with Sendmail surviving as a wholly-owned subsidiary of the Company. Formerly based in Emeryville, California, Sendmail is a leading provider of messaging infrastructure solutions to enterprises whose solutions ensure global email connectivity, routing and message delivery between people, systems and applications located on-premise, in-cloud or on mobile devices. The acquisition of Sendmail allows the Company access to its Sentrion Email Platform business, customers, core engineering and professional teams which have demonstrated a sustained level of expertise in messaging infrastructure. | ||||||||
During the quarter ended December 31, 2013, the Company completed the valuation of the estimated fair values of the acquired tangible and identifiable intangible assets and liabilities assumed at the Sendmail Acquisition Date, and the results of operations and the fair values of the acquired assets and liabilities assumed have been included in the Consolidated Financial Statements since the Sendmail Acquisition Date. The Company recorded $2,975 in revenue from Sendmail for the year ended December 31, 2013. | ||||||||
At the Sendmail Acquisition Date, the Company paid $12,463 in cash consideration, net of cash acquired of $1,117. Of the cash consideration paid, $3,422 was held in escrow to secure indemnification obligations, which has not been released as of the filing date of this Annual Report on Form 10-K. As part of the acquisition, the Company assumed and paid off $7,933 in long-term debt on the Sendmail Acquisition Date. The Company incurred $1,877 in acquisition-related costs which were recorded in operating expenses for the year ended December 31, 2013. | ||||||||
Fair value of acquired assets and liabilities assumed | ||||||||
The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: | ||||||||
Estimated | Estimated | |||||||
Fair Value in USD | Useful Life (in years) | |||||||
Tangible assets acquired | $ | 5,202 | N/A | |||||
Liabilities assumed | (5,398 | ) | N/A | |||||
Deferred revenue assumed | (14,549 | ) | N/A | |||||
Long-term debt assumed | (7,933 | ) | N/A | |||||
Trade name | 400 | 5 | ||||||
Customer relationships | 8,000 | 3 | ||||||
Patents | 300 | 5 | ||||||
Core/developed technology | 3,000 | 3 | ||||||
Goodwill | 24,558 | Indefinite | ||||||
$ | 13,580 | |||||||
Armorize Technologies, Inc. | ||||||||
On September 5, 2013 (the "Armorize Acquisition Date"), pursuant to the terms of an Agreement and Plan of Merger, a wholly-owned subsidiary of the Company merged with and into Armorize Technologies, Inc. ("Armorize"), with Armorize surviving as a wholly-owned subsidiary of the Company. Based in Taiwan, Armorize develops and markets leading cloud-based SaaS anti-malware products and will add real-time dynamic detection of next generation threats and malware to the Company's existing capabilities. | ||||||||
During the quarter ended September 30, 2013, the Company completed the valuation of the estimated fair values of the acquired tangible and identifiable intangible assets and liabilities assumed at the Armorize Acquisition Date, and the results of operations and the fair values of the acquired assets and liabilities assumed have been included in the Consolidated Financial Statements since the Armorize Acquisition Date. The Company recorded $781 in revenue from Armorize for the year ended December 31, 2013. | ||||||||
At the Armorize Acquisition Date, the Company paid $24,215 in cash consideration, net of cash acquired of $1,746. Of the cash consideration paid, $3,750 was held in escrow to secure indemnification obligations, which has not been released as of the filing date of this Annual Report on Form 10-K. The Company incurred $747 in acquisition-related costs which were recorded in operating expenses for the year ended December 31, 2013. | ||||||||
Fair value of acquired assets and liabilities assumed | ||||||||
The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: | ||||||||
Estimated | Estimated | |||||||
Fair Value in USD | Useful Life (in years) | |||||||
Tangible assets acquired | $ | 2,754 | N/A | |||||
Liabilities assumed | (1,256 | ) | N/A | |||||
Customer relationships | 1,300 | 2 | ||||||
Non-compete agreements | 500 | 3 | ||||||
Core/developed technology | 3,850 | 5 | ||||||
Goodwill | 18,813 | Indefinite | ||||||
$ | 25,961 | |||||||
Abaca Technology Corporation | ||||||||
On July 19, 2013 (the "Abaca Technology Acquisition Date"), pursuant to the terms of an Agreement and Plan of Merger, a wholly-owned subsidiary of the Company merged with and into Abaca Technology Corporation ("Abaca Technology"), with Abaca Technology surviving as a wholly-owned subsidiary of the Company. Abaca Technology specializes in email filtering and protection algorithms and their cloud-based, in-memory threat scoring technologies are expected to complement the Company's continued investment in anti-spam and threat detection capabilities. | ||||||||
During the quarter ended September 30, 2013, the Company completed the valuation of the estimated fair values of the acquired tangible and identifiable intangible assets and liabilities at the Abaca Technology Acquisition Date, and the results of operations and the fair values of the acquired assets and liabilities assumed have been included in the Consolidated Financial Statements since the Abaca Technology Acquisition Date. The Company recorded $311 in revenue from Abaca Technology for the year ended December 31, 2013. | ||||||||
At the Abaca Technology Acquisition Date, the Company paid $23 in cash consideration, net of cash acquired of $3. The purchase consideration included an additional amount of $1,520 which was held back to secure contingent liabilities related to indemnification obligations. The initial fair values of the contingent liabilities of $1,397 were recorded in other long-term liabilities in the Consolidated Balance Sheets. The indemnification obligations have not been released as of the filing date of this Annual Report on Form 10-K. The Company incurred $218 in acquisition-related costs which were recorded in operating expenses for the year ended December 31, 2013. | ||||||||
Fair value of acquired assets and liabilities assumed | ||||||||
The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: | ||||||||
Estimated | Estimated | |||||||
Fair Value in USD | Useful Life (in years) | |||||||
Tangible assets acquired | $ | 311 | N/A | |||||
Liabilities assumed | (975 | ) | N/A | |||||
Customer relationships | 40 | 3 | ||||||
Core/developed technology | 1,770 | 5 | ||||||
Goodwill | 277 | Indefinite | ||||||
$ | 1,423 | |||||||
eDynamics, LLC | ||||||||
On July 10, 2013 (the "eDynamics Acquisition Date"), pursuant to the terms of an Asset Purchase Agreement. the Company purchased substantially all of the business intellectual property and assumed certain liabilities of eDynamics, LLC ("eDynamics"). eDynamics is a social media archiving company and is expected to be an integral part of the Company's broader effort in rolling out a comprehensive social media archiving platform for customers. | ||||||||
During the quarter ended September 30, 2013, the Company completed the valuation of the estimated fair values of the acquired tangible and identifiable intangible assets and liabilities assumed at the eDynamics Acquisition Date, and the results of operations and the fair values of the acquired assets and liabilities assumed have been included in the Consolidated Financial Statements since the eDynamics Acquisition Date. Revenue from eDynamics was immaterial for the year ended December 31, 2013. | ||||||||
At the eDynamics Acquisition Date, the Company paid $500 in cash consideration. The Company also agreed to pay earn-out consideration ("Acquisition-related contingent earn-out liability") of up to $600 through April 2014, such liability being contingent upon the achievement of specified product development milestones. The initial fair value of the contingent earn-out liability of $586 was recorded as part of the purchase consideration. The purchase consideration also included an additional amount of $100, which was held back to secure any claims that may arise in the 12-month period after the eDynamics Acquisition Date. The initial fair value of such amount withheld of $72 as well as the Acquisition-related contingent earn-out liability were recorded in accrued liabilities on the Consolidated Balance Sheets. The Company paid $100 of the contingent earn-out liability during the year ended December 31, 2013. The Company incurred $6 in acquisition-related costs which were recorded in operating expenses for the year ended December 31, 2013. | ||||||||
Fair value of acquired assets and liabilities assumed | ||||||||
The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: | ||||||||
Estimated | Estimated | |||||||
Fair Value in USD | Useful Life (in years) | |||||||
Customer relationships | $ | 243 | 3.5 | |||||
Non-compete agreements | 75 | 2 | ||||||
Core/developed technology | 733 | 3.5 | ||||||
Goodwill | 107 | Indefinite | ||||||
$ | 1,158 | |||||||
Mail Distiller Limited | ||||||||
On April 5, 2013 (the "Mail Distiller Acquisition Date"), pursuant to the terms of a share transfer agreement, the Company purchased all of the outstanding share capital of Mail Distiller Limited, a Northern Ireland Company ("Mail Distiller"). Mail Distiller is a European-based provider of the SaaS email security solutions. Mail Distiller allowed the Company to create the Proofpoint Essentials product line, a suite of SaaS security and compliance solutions specifically designed for distribution across managed service providers and dedicated security resellers. | ||||||||
During the quarter ended June 30, 2013, the Company completed the valuation of the estimated fair values of the acquired tangible and identifiable intangible assets and liabilities assumed at the Mail Distiller Acquisition Date, and the results of operations and the fair values of the acquired assets and liabilities assumed have been included in the Consolidated Financial Statements since the Mail Distiller Acquisition Date. The Company recognized $216 in revenue from Mail Distiller for the year ended December 31, 2013. | ||||||||
At the Mail Distiller Acquisition Date, the Company paid $3,771 in cash consideration, net of cash acquired of $60. The purchase consideration included an additional amount of $669 held back to secure indemnification obligations, which was recorded in accrued liabilities on the Consolidated Balance Sheets. The indemnification obligations have not been released as of the filing date of this Annual Report on Form 10-K. The Company incurred $258 in acquisition-related costs which were recorded in operating expenses for the year ended December 31, 2013. | ||||||||
Fair value of acquired assets and liabilities assumed | ||||||||
The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: | ||||||||
Estimated | Estimated | |||||||
Fair Value in USD | Useful Life (in years) | |||||||
Tangible assets acquired | $ | 204 | N/A | |||||
Liabilities assumed | (1,052 | ) | N/A | |||||
Trade name | 7 | 1 | ||||||
Customer relationships | 1,291 | 2 | ||||||
Non-compete agreements | 123 | 2 | ||||||
Core/developed technology | 2,475 | 7 | ||||||
Goodwill | 1,452 | Indefinite | ||||||
$ | 4,500 | |||||||
NextPage, Inc. | ||||||||
On December 23, 2011, the Company acquired NextPage, Inc. ("NextPage"), a Delaware corporation, for a combination of common stock, restricted stock units and cash for a value totaling $5,465. NextPage contributed to the Company's file archiving and governance capabilities and was incorporated into its Enterprise Governance solution. | ||||||||
Spam and Open Relay Blocking System (“SORBS”) | ||||||||
On June 30, 2011, the Company completed an asset purchase from GFI Software Ltd., a British Virgin Islands corporation (the "SORBS Agreement"). Under the terms of the SORBS agreement, the Company paid cash considerations of $200 for intellectual property and fixed assets | ||||||||
Pro Forma Financial Information | ||||||||
The following unaudited pro forma financial information presents the combined results of operations for the years ended December 31, 2013 and 2012 as if all the Acquisitions completed during 2013 had been completed on January 1, 2012, with adjustments to give effect to pro forma events that are directly attributable to the Acquisitions such as amortization expense from revenue, acquired intangible assets and acquisition-related transaction costs. The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and Acquisitions. Accordingly, these unaudited pro formas results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the Acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations: | ||||||||
Twelve Months Ended December 31, | ||||||||
2013 | 2012 | |||||||
Total revenue | $ | 165,787 | $ | 150,934 | ||||
Net loss | (37,000 | ) | (28,229 | ) | ||||
Basic and diluted net loss per share | $ | (1.06 | ) | $ | (1.17 | ) | ||
The unaudited pro forma financial information includes non-recurring acquisition-related transaction costs of $3,107 for the year ended December 31, 2012. |
Concentration_of_Risks
Concentration of Risks | 12 Months Ended |
Dec. 31, 2013 | |
Risks and Uncertainties [Abstract] | ' |
Concentration of Risks | ' |
Concentration of Risks | |
Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, short-term investments and accounts receivable. | |
The Company limits its concentration of risk in cash equivalents and short-term investments by diversifying its investments among a variety of industries and issuers and by limiting the average maturity to one year or less. The Company's professional portfolio managers adhere to this investment policy as approved by the Company's Board of Directors. | |
The Company's investment policy is to invest only in fixed income investments denominated and payable in U.S. dollars. Investment in obligations of the U.S. government and its agencies, money market instruments, commercial paper, certificates of deposit, bankers' acceptances, corporate bonds of U.S. companies, municipal securities and asset backed securities are allowed. The Company does not invest in auction rate securities, futures contracts, or hedging instruments. | |
The Company's accounts receivables are derived from revenue earned from customers primarily located in the United States of America. The Company performs periodic evaluations of its customers' financial condition and generally does not require its customers to provide collateral or other security to support accounts receivable, and maintains an allowance for doubtful accounts. Credit losses historically have not been significant. | |
During the years ended December 31, 2013 and 2012, one customer accounted for 14% of total revenue. No single customer accounted for more than 10% of total revenue in the year ended December 31, 2011. | |
At December 31, 2013, there were no customers that accounted for more than 10% of total accounts receivable. At December 31, 2012, one customer accounted for 10% of total accounts receivable. | |
At December 31, 2013 and 2012, one vendor accounted for 16% and 22%, respectively, of total accounts payable. No other vendors accounted for more than 10% of total accounts payable. |
Balance_Sheet_Components
Balance Sheet Components | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||||||
Balance Sheet Components | ' | |||||||||||||||
Balance Sheet Components | ||||||||||||||||
Allowance for doubtful accounts activity and balances are presented below: | ||||||||||||||||
Balance at | Additions | Write | Balance at | |||||||||||||
Beginning of | to Costs and | Offs | End of | |||||||||||||
Period | Expenses | Period | ||||||||||||||
Year ended December 31, 2011 | $ | 257 | $ | 8 | $ | (32 | ) | $ | 233 | |||||||
Year ended December 31, 2012 | 233 | 54 | (100 | ) | 187 | |||||||||||
Year ended December 31, 2013 | $ | 187 | $ | 91 | $ | (2 | ) | $ | 276 | |||||||
Additions during the year ended December 31, 2013 includes allowance for doubtful accounts activity from the Acquisitions. | ||||||||||||||||
Property and equipment at December 31, 2013 and 2012, consist of the following: | ||||||||||||||||
Useful Life | December 31, | |||||||||||||||
(in years) | 2013 | 2012 | ||||||||||||||
Computer equipment | 2 to 3 | $ | 31,305 | $ | 22,204 | |||||||||||
Software | 2 | 1,782 | 1,712 | |||||||||||||
Furniture | 5 | 76 | 76 | |||||||||||||
Office equipment | 2 to 5 | 397 | 347 | |||||||||||||
Leasehold improvements | 5 years or shorter of the lease term | 1,298 | 1,217 | |||||||||||||
Other | 2 | 59 | 54 | |||||||||||||
Construction in progress | 339 | 1,158 | ||||||||||||||
35,256 | 26,768 | |||||||||||||||
Less: Accumulated depreciation and amortization | (24,035 | ) | (18,208 | ) | ||||||||||||
$ | 11,221 | $ | 8,560 | |||||||||||||
Property and equipment acquired under capital leases: | ||||||||||||||||
December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Computer equipment | $ | 346 | $ | 341 | ||||||||||||
Less: Accumulated depreciation | (317 | ) | (269 | ) | ||||||||||||
$ | 29 | $ | 72 | |||||||||||||
Depreciation expense for the years ended December 31, 2013, 2012 and 2011, was approximately $5,923, $4,434, and $3,142, respectively. This included depreciation expense for assets under capital leases of $48, $42 and $151 for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||||
The Company capitalized software development costs of $400 for the year ended December 31, 2011. Amortization of capitalized software development costs was approximately $159, $200 and $41 for the years ended December 31, 2013, 2012 and 2011, respectively. Capitalized software development costs were fully amortized as of December 31, 2013. | ||||||||||||||||
Accrued liabilities at December 31, 2013 and 2012 consisted of the following: | ||||||||||||||||
December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Accrued compensation | $ | 8,886 | $ | 7,125 | ||||||||||||
Customer deposits | 2,098 | 102 | ||||||||||||||
Accrued royalties | 766 | 262 | ||||||||||||||
Other | 7,510 | 4,589 | ||||||||||||||
$ | 19,260 | $ | 12,078 | |||||||||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||||||
Goodwill and Intangible Assets | ||||||||||||||||||||||||
The goodwill activity and balances are presented below: | ||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
Opening balance | $ | 18,557 | $ | 18,557 | ||||||||||||||||||||
Add: Goodwill from acquisitions | 45,207 | — | ||||||||||||||||||||||
Closing balance | $ | 63,764 | $ | 18,557 | ||||||||||||||||||||
The goodwill balance as of December 31, 2013 was the result of the acquisitions of Fortiva, Sigaba, EDN, SORBS, NextPage and the Acquisitions completed during the year ended December 31, 2013 (see Note 2, "Acquisitions"). | ||||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||||
Intangible assets excluding goodwill, consisted of the following: | ||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
Developed technology | $ | 29,468 | $ | (17,383 | ) | $ | 12,085 | $ | 17,641 | $ | (15,163 | ) | $ | 2,478 | ||||||||||
Customer relationships | 13,282 | (3,726 | ) | 9,556 | 2,408 | (2,109 | ) | 299 | ||||||||||||||||
Non-compete | 804 | (170 | ) | 634 | 106 | (27 | ) | 79 | ||||||||||||||||
Trademark and patents | 806 | (105 | ) | 701 | 98 | (41 | ) | 57 | ||||||||||||||||
$ | 44,360 | $ | (21,384 | ) | $ | 22,976 | $ | 20,253 | $ | (17,340 | ) | $ | 2,913 | |||||||||||
Amortization expense of intangibles totaled $4,044, $3,276 and $4,542 during the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||||||||||||
Future estimated amortization costs of intangible assets as of December 31, 2013 are presented below: | ||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||
2014 | $ | 7,858 | ||||||||||||||||||||||
2015 | 7,100 | |||||||||||||||||||||||
2016 | 4,767 | |||||||||||||||||||||||
2017 | 1,622 | |||||||||||||||||||||||
2018 | 1,175 | |||||||||||||||||||||||
Thereafter | 454 | |||||||||||||||||||||||
$ | 22,976 | |||||||||||||||||||||||
Fair_Value_Measurements_and_In
Fair Value Measurements and Investments | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value and Investments Disclosures [Text Block] | ' | |||||||||||||||
Fair Value Measurements and Investments | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. A hierarchy for inputs used in measuring fair value has been defined to minimize the use of unobservable inputs by requiring the use of observable market data when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on active market data. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. | ||||||||||||||||
The fair value hierarchy prioritizes the inputs into three broad levels: | ||||||||||||||||
• | Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities. | |||||||||||||||
The Company’s Level 1 assets generally consist of money market funds. | ||||||||||||||||
• | Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. | |||||||||||||||
The Company’s Level 2 assets and liabilities generally consist of corporate bonds and agency debt securities, commercial paper, certificates of deposit and convertible senior notes. | ||||||||||||||||
• | Level 3: Unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. | |||||||||||||||
In connection with the acquisition of eDynamics, a liability was recognized on the eDynamics Acquisition Date for the estimate of the fair value of the Company's contingent earn-out payments related to eDynamics. The Company determined the fair value of the Acquisition-related contingent earn-out liability based on the probability-based attainment of product development milestones. Any changes to the variables and assumptions could significantly impact the estimated fair values recorded for the liability, resulting in significant charges to the Consolidated Statements of Operations. The fair value measurements are based on significant inputs not observable in the market and thus represent Level 3 measurements, which reflect the Company's own assumptions concerning achievement of the product development milestones of eDynamics, in measuring the fair value of the Acquisition-related contingent earn-out liability. | ||||||||||||||||
The following tables summarize, for each category of assets or liabilities carried at fair value, the respective fair value as of December 31, 2013 and 2012 and the classification by level of input within the fair value hierarchy: | ||||||||||||||||
Balance as of | Quoted Prices | Significant | Unobservable | |||||||||||||
December 31, | in Active | Other | Inputs | |||||||||||||
2013 | Markets for | Observable | (Level 3) | |||||||||||||
Identical | Inputs | |||||||||||||||
Assets | (Level 2) | |||||||||||||||
(Level 1) | ||||||||||||||||
Assets | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 215,094 | $ | 215,094 | $ | — | $ | — | ||||||||
Short-term investments: | ||||||||||||||||
Corporate debt securities | 6,015 | — | 6,015 | — | ||||||||||||
Certificates of deposit | 2,000 | — | 2,000 | — | ||||||||||||
Total financial assets | $ | 223,109 | $ | 215,094 | $ | 8,015 | $ | — | ||||||||
Liabilities | ||||||||||||||||
Acquisition-related contingent earn-out liability | $ | 495 | $ | — | $ | — | $ | 495 | ||||||||
Balance as of | Quoted Prices | Significant | Unobservable | |||||||||||||
December 31, | in Active | Other | Inputs | |||||||||||||
2012 | Markets for | Observable | (Level 3) | |||||||||||||
Identical | Inputs | |||||||||||||||
Assets | (Level 2) | |||||||||||||||
(Level 1) | ||||||||||||||||
Assets | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 26,485 | $ | 26,485 | $ | — | $ | — | ||||||||
Commercial paper | 1,020 | 1,020 | — | — | ||||||||||||
Short-term investments: | ||||||||||||||||
Corporate debt securities | 29,267 | — | 29,267 | — | ||||||||||||
Commercial paper | 15,988 | — | 15,988 | — | ||||||||||||
Certificates of deposit | 2,008 | — | 2,008 | — | ||||||||||||
Total financial assets | $ | 74,768 | $ | 27,505 | $ | 47,263 | $ | — | ||||||||
Based on quoted market prices as of December 31, 2013, the fair value of the Notes was approximately $216,306, determined using Level 2 inputs as they are not actively traded in markets. | ||||||||||||||||
The following table represents a reconciliation of the Acquisition-related contingent earn-out liability measured at fair value on a recurring basis, using significant unobservable inputs (Level 3) for the year ended December 31, 2013: | ||||||||||||||||
Fair Value Measurements Using Significant Unobservable Inputs | ||||||||||||||||
(Level 3) | ||||||||||||||||
Balance at December 31, 2012 | $ | — | ||||||||||||||
Additions during the period | 586 | |||||||||||||||
Payments during the period | (100 | ) | ||||||||||||||
Adjustments to fair value during the period recorded in General and Administrative expenses | 9 | |||||||||||||||
Balance at December 31, 2013 | $ | 495 | ||||||||||||||
The carrying amounts of the Company's cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their short maturities. Based on borrowing rates that are available to the Company for loans with similar terms and consideration of the Company's credit risk, the carrying value of the notes payable approximates their fair values using Level 2 inputs. | ||||||||||||||||
Investments | ||||||||||||||||
The cost and fair value of the Company’s cash and available-for-sale investments as of December 31, 2013 and 2012 were as follows: | ||||||||||||||||
December 31, 2013 | ||||||||||||||||
Cost Basis | Unrealized | Unrealized | Fair | |||||||||||||
Gains | Losses | Value | ||||||||||||||
Cash and cash equivalents: | ||||||||||||||||
Cash | $ | 28,692 | $ | — | $ | — | $ | 28,692 | ||||||||
Money market funds | 215,094 | — | — | 215,094 | ||||||||||||
Total | $ | 243,786 | $ | — | $ | — | $ | 243,786 | ||||||||
Short-term investments: | ||||||||||||||||
Corporate debt securities | $ | 6,015 | $ | — | $ | — | $ | 6,015 | ||||||||
Certificates of deposit | 2,000 | — | — | 2,000 | ||||||||||||
Total | $ | 8,015 | $ | — | $ | — | $ | 8,015 | ||||||||
December 31, 2012 | ||||||||||||||||
Cost Basis | Unrealized | Unrealized | Fair | |||||||||||||
Gains | Losses | Value | ||||||||||||||
Cash and cash equivalents: | ||||||||||||||||
Cash | $ | 11,749 | $ | — | $ | — | $ | 11,749 | ||||||||
Money market funds | 26,485 | — | — | 26,485 | ||||||||||||
Commercial paper | 1,020 | — | — | 1,020 | ||||||||||||
Total | $ | 39,254 | $ | — | $ | — | $ | 39,254 | ||||||||
Short-term investments: | ||||||||||||||||
Corporate debt securities | $ | 29,266 | $ | 4 | $ | (3 | ) | $ | 29,267 | |||||||
Commercial paper | 15,987 | 1 | — | 15,988 | ||||||||||||
Certificate of deposit | 2,007 | 1 | — | 2,008 | ||||||||||||
Total | $ | 47,260 | $ | 6 | $ | (3 | ) | $ | 47,263 | |||||||
As of December 31, 2013 and 2012, all investments mature in less than one year. Estimated fair values for marketable securities are based on quoted market prices for the same or similar instruments. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||
Commitments and Contingencies | ' | |||||||
Commitments and Contingencies | ||||||||
Operating Leases | ||||||||
The Company leases certain of its facilities under noncancellable operating leases with various expiration dates through January 2019. | ||||||||
Rent expense was $1,774, $1,520 and $1,471 for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||
Capital Leases | ||||||||
In July 2012, the Company entered into two lease agreements to lease certain office equipment with expiration dates in July and October 2015. The leases bear an annual interest rate of 4.50% and are secured by fixed assets used in the Company's office locations. | ||||||||
At December 31, 2013, future annual minimum lease payments under noncancellable operating and capital leases were as follows: | ||||||||
Capital | Operating | |||||||
Leases | Leases | |||||||
2014 | $ | 18 | $ | 4,605 | ||||
2015 | 11 | 1,382 | ||||||
2016 | — | 893 | ||||||
2017 | — | 310 | ||||||
2018 | — | 181 | ||||||
Thereafter | — | 8 | ||||||
Total minimum lease payments | 29 | $ | 7,379 | |||||
Less: Amount representing interest | (1 | ) | ||||||
Present value of capital lease obligations | 28 | |||||||
Less: Current portion | (18 | ) | ||||||
Long-term portion of capital lease obligations | $ | 10 | ||||||
Contingencies | ||||||||
Under the indemnification provisions of the Company's customer agreements, the Company agrees to indemnify and defend and hold harmless its customers against, among other things, infringement of any patent, trademark or copyright under any country's laws or the misappropriation of any trade secret arising from the customers' legal use of the Company's solutions. The exposure to the Company under these indemnification provisions is generally limited to the total amount paid by the customers under the applicable customer agreement. However, certain indemnification provisions potentially expose the Company to losses in excess of the aggregate amount paid to the Company by the customer under the applicable customer agreement. To date, there have been no claims against the Company or its customers pursuant to these indemnification provisions. | ||||||||
Legal Contingencies | ||||||||
From time to time, the Company may be involved in legal proceedings and subject to claims incident to the ordinary course of business. On December 16, 2013, Finjan, Inc. sued the Company and Armorize in the United States District Court, Northern District of California for alleged patent infringement of a variety of its patents, demanding preliminary and permanent injunctive relief, and unspecified damages. The Company filed an answer to the complaint on February 10, 2014. An initial case management conference is scheduled for April 2014. The Company intends to vigorously defend the lawsuit. Based on the early stage of the claims and evaluation of the facts available at this time, the amount or range of reasonable possible losses to which the Company is exposed cannot be estimated and the ultimate resolution of this matter and the associated financial impact, if any, remains uncertain at this time. However, intellectual property litigation is subject to inherent uncertainties, and there can be no assurance that the expenses associated with defending any litigation or the resolution of this dispute would not have a material adverse impact on the Company's results of operations or cash flows. Regardless of the outcome, such proceedings and claims can have an adverse impact on the Company because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained. |
Convertible_Senior_Notes
Convertible Senior Notes | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Convertible Senior Notes [Abstract] | ' | |||
Convertible Senior Notes | ' | |||
Convertible Senior Notes | ||||
On December 11, 2013, the Company issued $175,000 principal amount of 1.25% Convertible Senior Notes (the "Notes") due 2018 in a private offering to qualified institutional buyers ("Holders") pursuant to Rule 144A under the Securities Act of 1944 (the "Exchange Act"), as amended. The initial Holders of the Notes also had an option to purchase an additional$26,250 in principal amount which was exercised in full. The net proceeds after underwriter discount and issuance costs of $5,803 from the Notes offering were approximately $195,446. The Company intends to use the net proceeds for working capital and general corporate purposes, which may include funding the Company's operations, capital expenditures, potential acquisitions of businesses, products or technologies believed to be of strategic importance. The Notes bear interest at 1.25% per year, payable semi-annually in arrears every June 15 and December 15, beginning on June 15, 2014. | ||||
The Notes are unsecured and rank senior in right of payment to any indebtedness expressly subordinated in right of payment to the Notes. They rank equally with the Company's other existing and future unsecured indebtedness that is not subordinated and are structurally subordinated to any current or future secured indebtedness to the extent of the value of the assets securing the indebtedness and other liabilities of the Company's subsidiaries. | ||||
The initial conversion rate is 25.6271 shares of the Company’s common stock per $1 principal amount of notes which equates to 5,158 shares of common stock, or a conversion price equivalent of $39.02 per share of common stock. Throughout the term of the Notes, the conversion rate may be adjusted upon the occurrence of certain events. The Notes mature on December 15, 2018, unless repurchased, redeemed or converted in accordance with their terms prior to such date. | ||||
At the Company's option, on or after December 20, 2016, the Company will be able redeem all or a portion of the Notes at 100% of the principal amount, plus any accrued and unpaid interest, under certain conditions. The Company may redeem the Notes in shares of the Company’s common stock, cash, or some combination of each. | ||||
Prior to June 15, 2018, the Notes will be convertible at the option of the Holders only upon the satisfaction of certain conditions and during certain periods if any of the the following events occur: | ||||
• | during the calendar quarter commencing after March 31, 2014, if the last reported sale price of the Company's common stock is greater than or equal to 130% of the applicable conversion price on each such trading day for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; | |||
• | during the 5 business day period after any 5 consecutive trading day period in which the trading price, as defined, per $1 principal amount of Notes for each trading day of such measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the applicable conversion rate on each such trading day; | |||
• | upon a notice of redemption by the Company; or | |||
• | upon the occurrence of specified corporate transactions. | |||
Subsequent to June 15, 2018, Holders may convert their Notes at the applicable conversion rate at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. | ||||
Holders of the Notes also have the right to require the Company to repurchase all or a portion of the Notes at 100% of the principal amount, plus accrued and unpaid special interest, if any, upon the occurrence of certain fundamental changes to the Company. | ||||
In accordance with the authoritative accounting guidance, the Company allocated the total amount of the Notes into liability and equity components. The carrying value of the liability component at issuance was calculated as the present value of its cash flows using a discount rate of 6.5% based on the a blended rate between the yield rate for a Moody's B1-rating and the average debt rate for comparable convertible transactions from similar companies. The difference between the Notes principal and the carrying value of the liability component, representing the value of conversion premium assigned to the equity component, was recorded as an increase to additional paid in capital and as a debt discount on the issuance date. The equity component is being accreted using the effective interest rate method over the period from the issuance date through December 15, 2018 as a non-cash charge to interest expense. The amount recorded to additional paid in capital is not remeasured as long as it continues to meet the conditions for equity classification. Upon issuance of the Notes, the Company recorded $156,672 as debt and $44,578 as additional paid in capital within stockholders' equity. | ||||
Additionally, the underwriters' discount and issuance costs were bifurcated into debt issuance costs (attributable to the liability component) and equity issuance costs (attributable to the equity component) based on their relative fair values. The debt issuance costs were capitalized and recorded as deferred offering costs in other noncurrent assets and are being amortized to interest expense using the effective interest rate method from the issuance date through December 15, 2018. The equity issuance costs were recorded as a decrease to additional paid-in capital at the issuance date. | ||||
At December 31, 2013, the net carrying amount of the liability component of the Notes consists of: | ||||
Liability component: | ||||
Principal | $ | 201,250 | ||
Less: debt discount, net of amortization | (48,322 | ) | ||
Net carrying amount | $ | 152,928 | ||
Equity component (1) | $ | 43,293 | ||
(1) Recorded in the Consolidated Balance Sheets as additional paid-in capital, net of the $1,285 issuance costs in equity | ||||
For the year ended December 31, 2013, the Company incurred the interest expense related to the Notes: | ||||
1.25% coupon | $ | 138 | ||
Amortization of debt discount | 486 | |||
Amortization of debt issuance costs | 3 | |||
$ | 627 | |||
Debt
Debt | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Debt Disclosure [Abstract] | ' | |||
Debt | ' | |||
Debt | ||||
Equipment Financing Loans | ||||
The Company entered into a new equipment loan agreement with Silicon Valley Bank in April 2011 for an aggregate loan principal amount of $6,000. Interest on the advances is equal to prime rate plus 0.50%. As of December 31, 2013, the interest on the outstanding advances was 4.50%. The Company had the ability to draw down on this equipment line through April 19, 2012. Each drawn amount is due 48 months after funding. Borrowings outstanding under the equipment loan at December 31, 2013 were $2,326. Equipment financed under this loan arrangement is collateralized by the respective assets underlying the loan. The terms of the loan restrict the Company’s ability to pay dividends. The loan includes a covenant that requires the Company to maintain cash and cash equivalents plus net accounts receivable of at least two times the amount of all outstanding indebtedness. As of December 31, 2013, as a result of the issuance of the Notes, the Company was not in compliance with the covenant which Silicon Valley Bank waived. Subsequently, the Company has amended the loan agreement with Silicon Valley Bank to exclude the impact of the Notes on the covenant. | ||||
Interest expense for equipment financing loans for the years ended December 31, 2013, 2012 and 2011 was $140, $211 and $54, respectively. | ||||
At December 31, 2013, the remaining repayment commitments related to the equipment loans are as follows: | ||||
2014 | $ | 1,642 | ||
2015 | 684 | |||
$ | 2,326 | |||
Common_Stock
Common Stock | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Equity [Abstract] | ' | |||||||||||
Common Stock | ' | |||||||||||
Common Stock | ||||||||||||
Initial Public Offering | ||||||||||||
In April 2012, the Company completed its initial public offering of its common stock to the public (“IPO”) whereby 5,859 shares of common stock sold by the Company (inclusive of 729 shares of common stock from the partial exercise of the overallotment option granted to the underwriters) and 1,370 shares of common stock sold by the selling shareholders (inclusive of 171 shares of common stock from the partial exercise of the overallotment option granted to the underwriters). The public offering price of the shares sold in the offering was $13.00 per share. The Company did not receive any proceeds from the sales of shares by the selling stockholders. The total gross proceeds from the offering to the Company were $76,200. After deducting underwriters’ discounts and commissions and offering expenses, the aggregate net proceeds received by the Company totaled approximately $68,300. Immediately prior to the closing of the IPO, all shares of the Company’s outstanding redeemable convertible preferred stock automatically converted into 19,567 shares of common stock. As a result, following the IPO, the Company has two classes of authorized stock: common stock and preferred stock. | ||||||||||||
As of December 31, 2013, the Company is authorized to issue two classes of stock totaling 205,000 shares, of which 5,000 are designated as preferred stock and 200,000 are designated common stock, each with a par value of $0.0001 per share. | ||||||||||||
On March 30, 2012, the Company's Board of Directors approved a 1-for-2 reverse stock split of the Company's common stock. The reverse stock split became effective on April 2, 2012. All of the share numbers, share prices, and exercise prices have been retrospectively adjusted to reflect the reverse stock split. | ||||||||||||
The following table presents the shares authorized and issued and outstanding as of the dates presented: | ||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||
Shares | Shares | |||||||||||
Authorized | Outstanding | Authorized | Outstanding | |||||||||
Common stock | 200,000 | 36,140 | 200,000 | 33,044 | ||||||||
Undesignated preferred stock | 5,000 | — | 5,000 | — | ||||||||
205,000 | 36,140 | 205,000 | 33,044 | |||||||||
Number of shares of common stock reserved for future issuance was as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Options available for future grant under the stock plans | 4,584 | 4,611 | ||||||||||
Options outstanding under stock plans | 7,223 | 9,636 | ||||||||||
Shares available for future issuance under ESPP | 759 | 646 | ||||||||||
Common stock issuable upon exercise of warrant and settlement of outstanding restricted stock units | 1,216 | 3 | ||||||||||
Common stock issuable upon conversion of the convertible senior notes | 5,158 | — | ||||||||||
Total shares reserved | 18,940 | 14,896 | ||||||||||
Stock_Option_Plans
Stock Option Plans | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Stock Option Plans | ' | |||||||||||||
Stock Option Plans | ||||||||||||||
Stock-Based Compensation Plans | ||||||||||||||
On March 30, 2012, the Board of Directors and the Company’s stockholders approved the 2012 Equity Incentive Plan (the "2012 Plan"), which became effective in April 2012. The Company has two equity incentive plans: the Company’s 2002 stock option plan (the “2002 Plan”) and the 2012 Plan. Upon the IPO, all shares that were reserved under the 2002 Plan but not issued, and shares issued but subsequently returned to the plan through forfeitures, cancellations and repurchases became part of the 2012 Plan and no further shares will be granted pursuant to the 2002 Plan. All outstanding stock awards under the 2002 and 2012 Plans will continue to be governed by their existing terms. Under the 2012 Plan, the Company has the ability to issue incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), restricted stock awards, stock bonus awards, stock appreciation rights ("SARs"), restricted stock units (“RSUs”), and performance shares. The 2012 Plan also allows direct issuance of common stock to employees, outside directors and consultants at prices equal to the fair market value at the date of grant of options or issuance of common stock. Additionally, the 2012 Plan provides for the grant of performance cash awards to employees, directors and consultants. The Company has the right to repurchase any unvested shares (at the option exercise price) of common stock issued directly or under option exercises. The right of repurchase generally expires over the vesting period. | ||||||||||||||
Under the 2002 and 2012 Plans, the term of an option grant shall not exceed ten years from the date of its grant and options generally vest over a three to four-year period, with vesting on a monthly or annual interval. Under the 2012 Plan, 20,316 shares of common stock are reserved for issuance to eligible participants. As of December 31, 2013, 4,584 shares were available for future grant. Restricted stock awards generally vest over a four-year period with 25% vesting at the end of one year and the remaining vest quarterly thereafter. The number of shares available for grant and issuance under the 2012 Plan will be increased automatically on each January 1 of 2013 through 2016 by an amount equal to 5% of the Company's shares outstanding on the immediately preceding December 31, but not to exceed 3,724 shares, unless the Board of Directors, in its discretion, determines to make a smaller increase. | ||||||||||||||
Stock Options | ||||||||||||||
The fair value of options granted is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the common stock price, an assumed risk-free interest rate and the estimated forfeitures of unvested stock options. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. No compensation cost is recorded for options that do not vest and the compensation cost from vested options, whether forfeited or not, is not reversed. | ||||||||||||||
Prior to the Company's IPO, the Board of Directors, in good faith, determined the fair market values of the Company's common stock, based on the best information available to the Board and the Company's management at the time of grant. The Company performed its analysis in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants entitled Valuation of Privately Held Company Equity Securities Issued as Compensation. The procedures performed to determine the fair value of the Company's common stock were based on a probability‑weighted expected return method to estimate the aggregate equity value of the Company. | ||||||||||||||
The weighted average fair value of stock options granted to employees during the years ended December 31, 2013, 2012 and 2011, was $9.50, $5.65 and $6.33, respectively. The fair values were estimated on the grant dates using the Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Expected life (in years) | 5.31 - 6.08 | 5.50 - 6.08 | 5.85 - 6.08 | |||||||||||
Volatility | 57% - 61% | 59% - 60% | 59% - 61% | |||||||||||
Risk-free interest rate | 0.9% - 1.8% | 0.9% - 1.2% | 1.2% - 2.5% | |||||||||||
Dividend yield | —% | —% | —% | |||||||||||
The estimate for expected life of options granted reflects the midpoint of the vesting term and the contractual life computed utilizing the simplified method as allowed by the SEC staff. The Company does not have significant historical share option exercise experience and hence considers the expected term assumption calculated using the simplified method to be reasonable. Since the Company's stock has been publicly traded for a limited time, the stock volatility assumptions represent an estimate of the historical volatilities of the common stock of a group of publicly-traded peer companies that operate in a similar industry. The estimate was determined based on the average historical volatilities of these peer companies. The risk-free interest rate used was the Federal Reserve Bank's constant maturities interest rate commensurate with the expected life of the options in effect at the time of the grant. The expected dividend yield was zero, as the Company does not anticipate paying a dividend within the relevant time frame. Expected forfeitures are estimated based on the Company's historical experience. | ||||||||||||||
The Company realized no income tax benefit from stock option exercises in each of the periods presented due to recurring losses and valuation allowances. | ||||||||||||||
Stock option activity under the Plan is as follows: | ||||||||||||||
Shares subject to | ||||||||||||||
Options Outstanding | ||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||
Shares | Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual | |||||||||||||
Term | ||||||||||||||
(in years) | ||||||||||||||
Balance at December 31, 2010 | 9,711 | $ | 3.15 | 6.18 | $ | 21,619 | ||||||||
Options granted | 2,533 | 6.33 | ||||||||||||
Options exercised | (456 | ) | 2.63 | |||||||||||
Options forfeited and canceled | (1,083 | ) | 4.16 | |||||||||||
Balance at December 31, 2011 | 10,705 | 3.83 | 6.77 | 44,466 | ||||||||||
Options granted | 2,243 | 10.29 | ||||||||||||
Options exercised | (2,543 | ) | 1.95 | |||||||||||
Options forfeited and canceled | (769 | ) | 6.26 | |||||||||||
Balance at December 31, 2012 | 9,636 | 5.63 | 7.33 | 64,719 | ||||||||||
Options granted | 1,618 | 17.46 | ||||||||||||
Options exercised | (2,879 | ) | 4.69 | |||||||||||
Options forfeited and canceled | (1,152 | ) | 8.65 | |||||||||||
Balance at December 31, 2013 | 7,223 | $ | 8.17 | 6.82 | $ | 180,543 | ||||||||
Exercisable, December 31, 2013 | 4,000 | $ | 4.76 | 5.61 | $ | 113,648 | ||||||||
Vested and expected to vest, December 31, 2013 | 6,750 | $ | 7.77 | 6.7 | $ | 171,429 | ||||||||
The total intrinsic value of options exercised was $45,454, $18,950 and $1,505, for the years ended December 31, 2013, 2012 and 2011, respectively. Total cash proceeds from such option exercises were $13,509, $4,966 and $1,198 for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||
The fair value of option grants that vested was $8,206, $5,736 and $4,015 during the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||
As of December 31, 2013, the Company had unamortized stock-based compensation expense of $15,680 related to stock options, that will be recognized net of forfeitures over the average remaining vesting term of the options of 2.35 years. | ||||||||||||||
Restricted Stock Units | ||||||||||||||
A summary of the status of RSUs awarded and unvested under the stock option plans as of December 31, 2013 is presented below: | ||||||||||||||
RSUs | ||||||||||||||
Outstanding | ||||||||||||||
Number of | Granted | |||||||||||||
Shares | Fair | |||||||||||||
Value | ||||||||||||||
Per | ||||||||||||||
Unit | ||||||||||||||
Awarded and unvested at December 31, 2010 | — | $ | — | |||||||||||
Awards assumed | 23 | 7.98 | ||||||||||||
Awards vested | (15 | ) | 7.98 | |||||||||||
Awards forfeited | — | — | ||||||||||||
Awarded and unvested at December 31, 2011 | 8 | 7.98 | ||||||||||||
Awards granted | — | — | ||||||||||||
Awards vested | (6 | ) | 7.98 | |||||||||||
Awards forfeited | (1 | ) | 7.98 | |||||||||||
Awarded and unvested at December 31, 2012 | 1 | 7.98 | ||||||||||||
Awards granted | 1,236 | 28.94 | ||||||||||||
Awards vested | (1 | ) | 24.15 | |||||||||||
Awards forfeited | (22 | ) | 24.61 | |||||||||||
Awarded and unvested at December 31, 2013 | 1,214 | $ | 29.57 | |||||||||||
As of December 31, 2013, there was $25,627 of unamortized stock-based compensation expense related to unvested RSUs, which are expected to be recognized over a weighted average period of 3.71 years. | ||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||
On March 30, 2012, the Board of Directors and the Company’s stockholders approved the 2012 Employee Stock Purchase Plan (the "ESPP"), which became effective in April 2012. A total of 745 shares of the Company's common stock was initially reserved for future issuance under the ESPP. The number of shares reserved for issuance under the ESPP will increase automatically on January 1 of each of the first eight years commencing with 2013 by the number of shares equal to 1% of the Company's shares outstanding on the immediately preceding December 31, but not to exceed 1,490 shares, unless the Board of Directors, in its discretion, determines to make a smaller increase. As of December 31, 2013, there were 759 shares of the Company's common stock available for future issuance under the ESPP. | ||||||||||||||
The fair value of the option component of the ESPP shares was estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions: | ||||||||||||||
Year ended December 31, | ||||||||||||||
2013 | 2012* | |||||||||||||
Expected life (in years) | 0.50 - 0.54 | 0.50 - 0.53 | ||||||||||||
Volatility | 38% - 40% | 46% - 51% | ||||||||||||
Risk-free interest rate | 0.08% | 0.13% - 0.15% | ||||||||||||
Dividend yield | —% | —% | ||||||||||||
* Employee participation in the ESPP did not begin until the second quarter of 2012. | ||||||||||||||
As of December 31, 2013, the Company expects to recognize $497 of the total unamortized compensation cost related to employee purchases under the ESPP over a weighted average period of 0.37 years. |
Net_Loss_per_Share
Net Loss per Share | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Net Loss per Share | ' | |||||||||||
Net Loss per Share | ||||||||||||
Basic net loss per share of common stock is calculated by dividing the net loss by the weighted‑average number of shares of common stock outstanding for the period. The weighted‑average number of shares of common stock used to calculate our basic net loss per share of common stock excludes those shares subject to repurchase related to stock options that were exercised prior to vesting as these shares are not deemed to be issued for accounting purposes until they vest. Diluted net loss per share of common stock is computed by dividing the net loss using the weighted‑average number of shares of common stock, excluding common stock subject to repurchase, and, if dilutive, potential shares of common stock outstanding during the period. Basic and diluted net loss per common share was the same for all periods presented as the impact of all potentially dilutive securities outstanding was anti-dilutive. | ||||||||||||
The following table presents the calculation of basic and diluted net loss per share: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Net loss | $ | (27,531 | ) | $ | (20,360 | ) | $ | (20,141 | ) | |||
Denominator: | ||||||||||||
Weighted average number of common shares used in computing basic and diluted net loss per share | 34,874 | 24,056 | 4,005 | |||||||||
Net loss per common share | ||||||||||||
Basic and diluted net loss per share | $ | (0.79 | ) | $ | (0.85 | ) | $ | (5.03 | ) | |||
The following table presents the potentially dilutive common shares outstanding that were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Convertible preferred stock | — | — | 39,134 | |||||||||
Stock options to purchase common stock | 7,223 | 9,636 | 10,705 | |||||||||
Employee stock purchase plan | 89 | 133 | — | |||||||||
Common stock subject to repurchase | 1 | 4 | 6 | |||||||||
Common stock warrants | 2 | 2 | 2 | |||||||||
Restricted stock units | 1,214 | 1 | — | |||||||||
Convertible senior notes | 5,158 | — | — | |||||||||
Total | 13,687 | 9,776 | 49,847 | |||||||||
Segment_Reporting
Segment Reporting | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Segment Reporting | ' | |||||||||||
Segment Reporting | ||||||||||||
Operating segments are reported in a manner consistent with the internal reporting supported and defined by the components of an enterprise about which separate financial information is available, provided and is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company's chief operating decision maker is its Chief Executive Officer. The Company's Chief Executive Officer reviews financial information presented on a consolidated basis and as a result, the Company concluded that there is only one operating and reportable segment. | ||||||||||||
The following set forth total revenue by solutions offered by the Company and geographic area. Revenue by geographic area is based upon the billing address of the customer: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Total revenue by solution: | ||||||||||||
Privacy, Protection and Security | $ | 101,083 | $ | 78,979 | $ | 65,882 | ||||||
Archiving and Governance | 36,848 | 27,316 | 15,956 | |||||||||
Total revenue | 137,931 | 106,295 | 81,838 | |||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Total revenue by geographic area: | ||||||||||||
United States | $ | 113,819 | $ | 86,661 | $ | 65,044 | ||||||
Rest of world | 24,112 | 19,634 | 16,794 | |||||||||
Total revenue | $ | 137,931 | $ | 106,295 | $ | 81,838 | ||||||
The following sets forth long-lived assets by geographic area: | ||||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Long-lived assets: | ||||||||||||
United States | $ | 9,425 | $ | 6,857 | ||||||||
Rest of world | 1,796 | 1,703 | ||||||||||
Total long-lived assets | $ | 11,221 | $ | 8,560 | ||||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Income Taxes | ' | |||||||||||
Income Taxes | ||||||||||||
The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on the difference between the Consolidated Financial Statements carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be reversed. | ||||||||||||
The domestic and foreign components of loss before benefit from (provision for) income taxes were as follows for the years ended December 31, 2013, 2012 and 2011: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Domestic | $ | (34,284 | ) | $ | (23,506 | ) | $ | (17,566 | ) | |||
Foreign | 3,945 | 3,667 | (2,205 | ) | ||||||||
Loss before benefit from (provision for) income taxes | $ | (30,339 | ) | $ | (19,839 | ) | $ | (19,771 | ) | |||
The benefit from (provision for) income taxes is comprised of: | ||||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current tax expense: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 70 | 30 | 52 | |||||||||
Foreign | 641 | 491 | 318 | |||||||||
Total current | 711 | 521 | 370 | |||||||||
Deferred tax expense: | ||||||||||||
Federal | — | — | — | |||||||||
State | — | — | — | |||||||||
Foreign | (3,519 | ) | — | — | ||||||||
Total deferred | (3,519 | ) | — | — | ||||||||
(Benefit from) provision for income taxes | $ | (2,808 | ) | $ | 521 | $ | 370 | |||||
The reconciliation of income tax expense at the statutory federal income tax rate of 34% to the income tax provision included in the accompanying Statements of Operations for the years ended December 31, 2013, 2012 and 2011 is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Tax at federal statutory rate | $ | (10,315 | ) | $ | (6,745 | ) | $ | (6,722 | ) | |||
Foreign income tax rate differential | (232 | ) | (262 | ) | 219 | |||||||
State, net of federal benefit | (1,130 | ) | (822 | ) | (821 | ) | ||||||
Stock compensation charges | 636 | 1,256 | 1,091 | |||||||||
SubPart F and other permanent items | 1,583 | 1,204 | 849 | |||||||||
Provision to return & other | 937 | 1,074 | 850 | |||||||||
Research and development credits | (2,112 | ) | (1,061 | ) | (1,427 | ) | ||||||
Uncertain tax positions | 617 | 301 | 1,004 | |||||||||
Valuation allowance | 7,208 | 5,576 | 5,327 | |||||||||
(Benefit from) provision for income taxes | $ | (2,808 | ) | $ | 521 | $ | 370 | |||||
Deferred tax assets and liabilities reflect the net tax effects of net operating loss and tax credit carryovers and the temporary differences between the carrying amount of assets and liabilities for financial reporting and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets were as follows for the years ended December 31, 2013 and 2012: | ||||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 60,280 | $ | 44,045 | ||||||||
Tax credit carryforwards | 8,228 | 6,639 | ||||||||||
Research expenditures | 3,314 | 4,567 | ||||||||||
Deferred revenue | 13,292 | 7,726 | ||||||||||
Stock compensation | 3,696 | 2,294 | ||||||||||
Fixed assets | 1,262 | 926 | ||||||||||
Accruals and other | 7,250 | 3,487 | ||||||||||
Total deferred tax assets | 97,322 | 69,684 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Intangible assets and other | (7,769 | ) | (990 | ) | ||||||||
Interest expense on the Notes | (16,090 | ) | — | |||||||||
Valuation allowance | (71,052 | ) | (68,694 | ) | ||||||||
Net deferred tax assets | $ | 2,411 | $ | — | ||||||||
Current deferred income tax assets (included in other current assets) | $ | 4,166 | $ | 137 | ||||||||
Non-current deferred income tax liabilities (included in long-term liabilities) | $ | 1,755 | $ | 137 | ||||||||
The Company records net deferred tax assets to the extent that Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. | ||||||||||||
Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. The valuation allowance increased by approximately $2,400, $3,700 and $6,400 during the years ended December 31, 2013, 2012 and 2011, respectively. The total valuation allowance increase of $2,400 for the year ended December 31, 2013 included a reduction of $4,300 resulting from a change in management's assertion about the realization of the Company's Canada deferred tax assets, a reduction of $16,200 related to the Notes and an increase of $12,300 related to the Company's acquisitions of Sendmail, Abaca and Mail Distiller. | ||||||||||||
As of December 31, 2013 and 2012, the Company had net operating loss carry-forwards for federal income tax purposes of $187,700 and $120,100, respectively. The amount of federal net-operating loss carry-forwards at December 31, 2013 and 2012 for which a benefit will be recorded in APIC when realized is approximately $34,500 and $7,500, respectively. The federal net operating losses will begin to expire in 2018. As of December 31, 2013 and 2012, the Company had federal research credit carry-forwards of $4,200 and $3,200 respectively. The federal research and development credits will begin to expire in 2022. | ||||||||||||
As of December 31, 2013 and 2012, the Company had net operating loss carry-forwards for state income tax purposes of approximately $146,400 and $92,400, respectively. The amount of state net-operating loss carry-forwards at December 31, 2013 and 2012 for which a benefit will be recorded in APIC when realized is approximately $11,700 and $4,100, respectively. The state net operating losses will expire between 2014 and 2032. As of December 31, 2013 and 2012, the Company had research and development credit carry-forwards for state income tax purpose of $5,900 and $4,700, respectively. The state research and development credits have no expiration period. | ||||||||||||
As of December 31, 2013 and 2012, the Company had net operating losses carry-forwards in its non-U.S. locations of approximately $3,900 and $4,700, respectively. In addition, as of December 31, 2013 and 2012, the Company had research and development credit carry-forwards in its non-U.S. locations of approximately $2,700 and $2,400, respectively. The non-U.S. research and development credits will begin to expire in 2025. | ||||||||||||
Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Analyses have been conducted to determine whether an ownership change had occurred since inception. The analyses have indicated that although an ownership change occurred in a prior year, the net operating losses and research and development credits would not expire before utilization as a result of the ownership change. In the event the Company has subsequent changes in ownership, net operating losses and research and development credit carryovers could be limited and may expire unutilized as a result of the subsequent ownership change. | ||||||||||||
The Company recognizes interest and penalties related to uncertain tax positions within the income tax expense line in the Consolidated Statements of Operations. Accrued interest and penalties are included within the related tax liability line in the Consolidated Balance Sheets. During the year ended December 31, 2013, the Company accrued interest and penalties of $8 as a component of income tax expense related to tax contingencies and has $233 of interest and penalties recorded as a long-term income tax liability as of December 31, 2013. During the year ended December 31, 2012, the Company accrued interest and penalties of $178 as a component of income tax expense related to tax contingencies and had $183 of interest and penalties recorded as a long-term income tax liability. | ||||||||||||
As of December 31, 2013, the Company had recorded unrecognized tax benefits of $1,541 that if recognized, would benefit the Company's effective tax rate. As of December 31, 2012, the Company had recorded unrecognized tax benefits of $255 that if recognized, would benefit the Company's effective tax rate. | ||||||||||||
The Company does not anticipate that the amount of unrecognized tax benefits relating to tax positions existing at December 31, 2013 will significantly increase or decrease within the next twelve months. | ||||||||||||
Because of net operating loss and credit carry-forwards, all of the Company's tax years dating to inception in 2002 remain open to tax examination in all major tax jurisdictions. The Company is not currently under audit in any material jurisdictions. | ||||||||||||
The aggregate changes in the balance of gross unrecognized tax benefits were as follows: | ||||||||||||
Ending balance as of December 31, 2010 | $ | 1,464 | ||||||||||
Increase in balances related to tax positions taken during the current period | 651 | |||||||||||
Increase in balances related to tax positions taken during the prior period | 411 | |||||||||||
Ending balance as of December 31, 2011 | 2,526 | |||||||||||
Increase in balances related to tax positions taken during the current period | 357 | |||||||||||
Decrease in balances related to tax positions taken during the prior period | (135 | ) | ||||||||||
Decrease in balances related to statute expirations during the current period | (8 | ) | ||||||||||
Ending balance as of December 31, 2012 | 2,740 | |||||||||||
Increase in balances related to tax positions taken during the current period | 618 | |||||||||||
Increase in balances related to tax positions taken during the prior period | 517 | |||||||||||
Decrease in balances related to tax positions taken during the prior period | (40 | ) | ||||||||||
Decrease in balances related to statute expirations during the current period | (12 | ) | ||||||||||
Ending balance as of December 31, 2013 | $ | 3,823 | ||||||||||
As of December 31, 2013, $240 of foreign withholding taxes associated with the repatriation of earning of foreign subsidiaries had been provided on $4,800 of undistributed earnings for certain foreign subsidiaries. The Company intends to reinvest the remainder of its undistributed earnings indefinitely outside the United States. As of December 31, 2013, the Company estimated that no material additional U.S. income taxes would have to be provided if all of the undistributed earnings of the foreign subsidiaries were repatriated back to the United States as substantially all earnings from its foreign subsidiaries are previously taxed income. As of December 31, 2013, the Company estimated that approximately $570 of additional foreign withholding tax would have to be provided if all of the undistributed earnings of the Company's foreign subsidiaries were repatriated back to the United States. |
The_Company_and_Summary_of_Sig1
The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Accounting Policies [Abstract] | ' | |||
Reverse Stock Split | ' | |||
Reverse Stock Split | ||||
On March 30, 2012, the Company's Board of Directors approved a 1-for-2 reverse stock split of the Company's common stock. The reverse stock split became effective on April 2, 2012. Upon the effectiveness of the reverse stock split, (i) every two shares of outstanding common stock was decreased to one share of common stock, (ii) the number of shares of common stock into which each outstanding option to purchase common stock is exercisable was proportionally decreased on a 1-for-2 basis, (iii) the exercise price of each outstanding option to purchase common stock was proportionately increased on a 1-for-2 basis, and (iv) the conversion ratio for each share of preferred stock outstanding was proportionately reduced on a 1-for-2 basis. All of the share numbers, share prices, and exercise prices have been retrospectively adjusted to reflect the reverse stock split. | ||||
Principles of Consolidation | ' | |||
Principles of Consolidation | ||||
The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | ||||
In 2013 and 2011, the Company made a number of acquisitions which are more fully described in Note 2, "Acquisitions". The Consolidated Financial Statements include the results of operations from these business combinations from their date of acquisition. | ||||
Use of Estimates | ' | |||
Use of Estimates | ||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates and such difference may be material to the financial statements. | ||||
Foreign Currency Remeasurement and Transactions | ' | |||
Foreign Currency Remeasurement and Transactions | ||||
The Company's sales to international customers are generally U.S. dollar-denominated. As a result, there are no significant foreign currency gains or losses related to these transactions. The functional currency for the Company's wholly-owned foreign subsidiaries is the U.S. dollar. Accordingly, the subsidiaries remeasure monetary assets and liabilities at period-end exchange rates, while nonmonetary items are remeasured at historical rates. Income and expense accounts are remeasured at the average exchange rates in effect during the year. Remeasurement adjustments are recognized in the Consolidated Statements of Operations as transaction gains or losses within other income (expense), net, in the period of occurrence. Aggregate transaction gain (losses) included in determining net loss were $(180), $(157) and $8 for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||
Cash, Cash Equivalents and Short Term Investments | ' | |||
Cash, Cash Equivalents and Short-term Investments | ||||
The Company considers all highly liquid instruments purchased with an original maturity date of 90 days or less from the date of purchase to be cash equivalents. Cash equivalents consist of money market funds and certain types of commercial paper. Cash and cash equivalents were $243,786 and $39,254 at December 31, 2013 and 2012, respectively. Short-term investments consist of readily marketable securities with maturity dates within three months from the date of purchase and include certain types of commercial paper, corporate bonds, debt securities and certificates of deposit. Short-term investments were $8,015 and $47,263 at December 31, 2013 and 2012, respectively, and all were classified as available-for-sale and were carried at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss). Realized gains and losses are included in other (expense) income, net. Fair value is estimated based on available market information. The cost of securities sold is based on the specific identification method. | ||||
Inventories | ' | |||
Inventories | ||||
Inventories are stated at lower of cost or market value, with costs computed on a first-in, first-out basis. Cost is determined using standard costs which approximate actual costs. The Company periodically reviews its inventories for excess and obsolete items and adjusts carrying costs to estimated net realizable values when they are determined to be less than cost. | ||||
Inventories held at December 31, 2013 and 2012 consist primarily of finished goods. | ||||
Revenue Recognition | ' | |||
Revenue Recognition | ||||
The Company derives its revenue primarily from two sources: (1) subscription revenue for rights related to the use of the security-as-a-service platform and (2) hardware, training and professional services revenue provided to customers related to their use of the platform. Subscription revenue is derived from a subscription‑based enterprise licensing model with contract terms typically ranging from one to three years, and consists of (i) subscription fees from the licensing of the security-as-a-service platform, (ii) subscription fees for access to the on-demand elements of the platform and (iii) subscription fees for the right to access the Company’s customer support services. | ||||
The Company applies the provision of ASC 985-605, “Software Revenue Recognition” and related interpretations, to all transactions involving the licensing of software, as well as related support, training, and other professional services. ASC 985-605 requires revenue earned on software arrangements involving multiple elements such as software license, support, training and other professional services to be allocated to each element based on the relative fair values of these elements. The fair value of an element must be based on vendor‑specific objective evidence (“VSOE”) of fair value. VSOE of fair value of each element is based on the price charged when the element is sold separately. Revenue is recognized when all of the following criteria are met as set forth in ASC 985-605: | ||||
• | Persuasive evidence of an arrangement exists, | |||
• | Delivery has occurred, | |||
• | The fee is fixed or determinable, and | |||
• | Collectability is probable. | |||
The Company has analyzed all of the elements included in its multiple element arrangements and has determined that it does not have sufficient VSOE of fair value to allocate revenue to its subscription and software license agreements, support, training, and professional services. The Company defers all revenue under the software arrangement until the commencement of the subscription services and any associated professional services. Once the subscription services and the associated professional services have commenced, the entire fee from the arrangement is recognized ratably over the remaining period of the arrangement. If the professional services are essential to the functionality of the subscription, then the revenue recognition does not commence until such services are completed. | ||||
In the Consolidated Statements of Operations, revenue is categorized as "subscription" and "hardware and services." Although the Company is unable to separate its multiple elements under the applicable revenue recognition guidance since it does not have sufficient VSOE of fair value for revenue recognition purposes, the Company has used a systematic and rational estimate to classify revenue between subscription and hardware and services. For presentation purposes only, the Company allocates revenue to hardware and services based upon management's best estimate of fair value of such deliverables using a cost plus model. The remaining consideration of the arrangement is then allocated to subscription revenue. Management believes that this methodology provides a reasonable basis to allocate revenue between "subscription" and "hardware and services" for presentation purposes. | ||||
The hosted on-demand service agreements do not provide customers with the right to take possession of the software supporting the hosted service. The Company recognizes revenue from its hosted on-demand services in accordance with ASC 605-20, and as such recognizes revenue when the following criteria are met: | ||||
• | Persuasive evidence of an arrangement exists, | |||
• | Delivery of the Company’s obligations to its customers has occurred, | |||
• | Collection of the fees is probable, and | |||
• | The amount of fees to be paid by the customer is fixed or determinable. | |||
In October 2009, the FASB amended the accounting guidance for multiple element arrangements (“ASU 2009-13”) to: | ||||
• | Provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the arrangement consideration should be allocated among its elements; | |||
• | Require an entity to allocate revenue in an arrangement that has separate units of accounting using best estimated selling price (“BESP”) of deliverables if a vendor does not have VSOE of fair value or third-party evidence of selling price (“TPE”), and | |||
• | Eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method to the separate unit of accounting. | |||
Concurrently, the FASB amended the accounting guidance for revenue recognition (“ASU 2009-14”) to exclude hardware appliances containing software components and hardware components that function together to deliver the hardware appliance’s essential functionality from the scope of the software revenue recognition guidance of ASC 985-605. | ||||
The Company elected to adopt this new guidance in the first quarter of fiscal 2011 for new and materially modified revenue arrangements originating after January 1, 2011. | ||||
For all arrangements within the scope of these new accounting pronouncements, including the Company’s hosted on-demand services, the Company evaluates each element in a multiple element arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within the Company’s control. Revenue derived from the licensing of the security-as-a-service platform continues to be accounted for in accordance with the industry specific revenue recognition guidance. | ||||
Hardware appliance revenue is recognized upon shipment. Subscription and support revenue are recognized over the contract period commencing on the start date of the contract. Professional services and training, when sold with hardware appliances or subscription and support services, are accounted for separately when those services have standalone value. In determining whether professional services and training services can be accounted for separately from subscription and support services, the Company considers the following factors: availability of the services from other vendors, the nature of the services, and the dependence of the subscription services on the customer’s decision to buy the professional services. If professional services and training do not qualify for separate accounting, the Company recognizes the professional services and training ratably over the contract term of the subscription services. | ||||
Delivery generally occurs when the hardware appliance is delivered to a common carrier freight on board shipping point by the Company or the hosted service has been activated and communicated to the customer accordingly. The Company’s fees are typically considered to be fixed or determinable at the inception of an arrangement and are negotiated at the outset of an arrangement, generally based on specific products and quantities to be delivered. In the event payment terms are provided that differ significantly from the Company's standard business practices, the fees are deemed to not be fixed or determinable and revenue is recognized as the fees become paid. | ||||
The Company assesses collectability based on a number of factors, including credit worthiness of the customer and past transaction history of the customer. Through December 31, 2013, the Company has not experienced significant credit losses. | ||||
Deferred Revenue | ' | |||
Deferred Revenue | ||||
Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from the sale of the Company’s subscription fees, training and professional services. Once the revenue recognition criteria are met, this revenue is recognized ratably over the term of the associated contract. | ||||
Deferred Product Costs | ' | |||
Deferred Product Costs | ||||
Deferred product costs are the incremental costs that are directly associated with each noncancellable customer contract or hosting agreement and primarily consist of cost of appliances and royalty payments made to third parties, from whom the Company has obtained licenses to integrate certain software into its products. The costs are deferred and amortized over the noncancellable term of the related customer contract or hosting agreement, which typically range from 12 to 36 months. | ||||
Property and Equipment | ' | |||
Property and Equipment | ||||
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful life of the related asset. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the lease term or the estimated useful life of the asset or improvement. Cost of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. When property and equipment are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is included in other (expense) income, net. | ||||
Impairment of Long-Lived Assets | ' | |||
Impairment of Intangible Assets and Other Long-Lived Assets | ||||
In accordance with ASC 360, "Property, Plant, and Equipment," the Company evaluates long-lived assets, such as property and equipment, including intangible assets other than goodwill, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of such assets (or asset group) to the future undiscounted cash flows the assets (or asset group) is expected to generate. If the assets are considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. | ||||
Advertising and Promotion Costs | ' | |||
Advertising and Promotion Costs | ||||
Expenses related to advertising and promotion of solutions is charged to sales and marketing expense as incurred. The Company did not incur any significant advertising and promotion expenses during the years ended December 31, 2013, 2012 and 2011. | ||||
Goodwill and Intangible Assets | ' | |||
Goodwill and Intangible Assets | ||||
Goodwill represents the excess of the purchase price of the acquired enterprise over the fair value of identifiable assets acquired and liabilities assumed. The Company applies ASC 350, "Intangibles—Goodwill and Other" and performs an annual goodwill impairment test during the fourth quarter of the Company's fiscal year and more frequently if an event or circumstances indicates that an impairment may have occurred. For the purposes of impairment testing, the Company has determined that it has one reporting unit. The Company performs a two-step impairment test of goodwill whereby the fair value of the reporting unit is compared to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not considered impaired and further testing is not required. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then an impairment loss equal to the difference is recorded. The identification and measurement of goodwill impairment involves the estimation of the fair value of the Company. The estimate of fair value of the Company, based on the best information available as of the date of the assessment, is subjective and requires judgment, including management assumptions about expected future revenue forecasts and discount rates, changes in the overall economy, trends in the stock price and other factors. No impairment was identified by the Company as of December 31, 2013. | ||||
Intangible assets consist of developed technology, vendor relationships and customer relationships. The values assigned to intangibles are based on estimates and judgments regarding expectations for success and life cycle of solutions and technologies acquired. | ||||
Intangible assets are amortized on a straight-line basis over their estimated lives, which approximate the pattern in which the economic benefits of the intangible assets are consumed, as follows (in years): | ||||
Low | High | |||
Patents | 4 | 5 | ||
Developed technology | 3 | 7 | ||
Customer relationships | 2 | 4 | ||
Non-compete agreements | 2 | 4 | ||
Tradenames and trademarks | 1 | 5 | ||
Warranty | ' | |||
Warranty | ||||
The Company provides limited warranties on all sales and provides for the estimated cost of the warranties at the date of sale, to the extent not already provided by its own vendors. | ||||
Income Taxes | ' | |||
Income Taxes | ||||
The Company accounts for income taxes in accordance with authoritative guidance, which requires use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on the difference between the Consolidated Financial Statements carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be reversed. | ||||
The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. | ||||
The Company has elected to use the "with and without" approach as described in ASC 740-20, "Intraperiod Tax Allocation" in determining the order in which tax attributes are utilized. As a result, the Company will only recognize a tax benefit from stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available to the Company have been utilized. In addition, the Company has elected to account for the impact of stock-based awards on other tax attributes, such as the research tax credit, through the Consolidated Statements of Operations. | ||||
The Company recognizes interest and penalties related to uncertain tax positions within the income tax expense line in the Consolidated Statements of Operations. Accrued interest and penalties are included within the related tax liability line in the Consolidated Balance Sheets. | ||||
Employee Benefit Plans | ' | |||
Employee Benefit Plans | ||||
The Company sponsors a 401(k) defined contribution plan covering all employees. The Company may make discretionary contributions to the 401(k). To date, no contributions have been made by the Company. | ||||
Stock-Based Compensation | ' | |||
Stock-Based Compensation | ||||
The Company accounts for stock-based compensation under ASC 718, "Compensation—Stock Compensation" using the prospective transition method prescribed for private companies. Using the prospective transition method, compensation expense recognized includes the compensation cost for all share-based payment awards granted to employees subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of ASC 718. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. Stock compensation expense is recognized on a straight-line basis over the requisite service period of the award, which generally equals the vesting period. Under ASC 718, the Company is required to estimate potential forfeitures of stock grants and adjust compensation cost recorded accordingly. The estimate of forfeitures is computed based on historical data of employee turnover and is adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from the prior estimates. Changes in estimated forfeitures are recognized in the period of change and will impact the amount of stock compensation expenses to be recognized in future periods. | ||||
Stock-based compensation expense recognized is shown in the operating activities section of the Consolidated Statements of Cash Flows. In addition, ASC 718 requires the cash flows resulting from the tax benefits due to tax deductions on stock option exercises in excess of the stock-based compensation expense recognized (excess tax benefits) to be classified in the financing activities section of the Consolidated Statements of Cash Flows. During the years ended December 31, 2013, 2012 and 2011, the Company did not recognize any excess tax benefits. | ||||
The Company accounts for stock options issued to non-employees in accordance with the provisions of ASC 505-50 using a fair-value approach. The measurement of stock-based compensation for non-employees is subject to periodic adjustments as the options vest, and the expense is recognized over the period over which services are received. Stock-based compensation expense for non-employees has not been material for all periods presented. | ||||
Comprehensive Income (Loss) | ' | |||
Comprehensive Income (Loss) | ||||
Comprehensive income (loss) includes all changes in equity that are not the result of transactions with stockholders. The Company’s comprehensive income (loss) consists of its net loss and changes in unrealized gains (losses) from its available-for-sale investments. Total comprehensive loss has been presented in the Consolidated Statements of Comprehensive Loss. During the year ended December 31, 2013, the Company adopted ASU 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which requires filers to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net loss. The Company had no significant reclassifications out of accumulated other comprehensive income into net loss for the years ended December 31, 2013, 2012 and 2011. | ||||
Recent Accounting Pronouncements | ' | |||
Recent Accounting Policies | ||||
In July 2013, the FASB issued ASU 2013-11, "Income Taxes", a new accounting standard update on the financial statement presentation of unrecognized tax benefits. The new guidance provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The new guidance becomes effective for the Company on January 1, 2014 and it should be applied prospectively to unrecognized tax benefits that exist at the effective date with retrospective application permitted. The Company is currently assessing the impact of this new guidance but does not believe it will have a material impact. |
The_Company_and_Summary_of_Sig2
The Company and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Accounting Policies [Abstract] | ' | |||
Useful lives intangible assets [Table Text Block] | ' | |||
Intangible assets are amortized on a straight-line basis over their estimated lives, which approximate the pattern in which the economic benefits of the intangible assets are consumed, as follows (in years): | ||||
Low | High | |||
Patents | 4 | 5 | ||
Developed technology | 3 | 7 | ||
Customer relationships | 2 | 4 | ||
Non-compete agreements | 2 | 4 | ||
Tradenames and trademarks | 1 | 5 |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of pro forma information [Table Text Block] | ' | |||||||
Acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations: | ||||||||
Twelve Months Ended December 31, | ||||||||
2013 | 2012 | |||||||
Total revenue | $ | 165,787 | $ | 150,934 | ||||
Net loss | (37,000 | ) | (28,229 | ) | ||||
Basic and diluted net loss per share | $ | (1.06 | ) | $ | (1.17 | ) | ||
Sendmail [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of purchase price [Table Text Block] | ' | |||||||
The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: | ||||||||
Estimated | Estimated | |||||||
Fair Value in USD | Useful Life (in years) | |||||||
Tangible assets acquired | $ | 5,202 | N/A | |||||
Liabilities assumed | (5,398 | ) | N/A | |||||
Deferred revenue assumed | (14,549 | ) | N/A | |||||
Long-term debt assumed | (7,933 | ) | N/A | |||||
Trade name | 400 | 5 | ||||||
Customer relationships | 8,000 | 3 | ||||||
Patents | 300 | 5 | ||||||
Core/developed technology | 3,000 | 3 | ||||||
Goodwill | 24,558 | Indefinite | ||||||
$ | 13,580 | |||||||
Armorize [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of purchase price [Table Text Block] | ' | |||||||
The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: | ||||||||
Estimated | Estimated | |||||||
Fair Value in USD | Useful Life (in years) | |||||||
Tangible assets acquired | $ | 2,754 | N/A | |||||
Liabilities assumed | (1,256 | ) | N/A | |||||
Customer relationships | 1,300 | 2 | ||||||
Non-compete agreements | 500 | 3 | ||||||
Core/developed technology | 3,850 | 5 | ||||||
Goodwill | 18,813 | Indefinite | ||||||
$ | 25,961 | |||||||
Abaca Technologies [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of purchase price [Table Text Block] | ' | |||||||
The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: | ||||||||
Estimated | Estimated | |||||||
Fair Value in USD | Useful Life (in years) | |||||||
Tangible assets acquired | $ | 311 | N/A | |||||
Liabilities assumed | (975 | ) | N/A | |||||
Customer relationships | 40 | 3 | ||||||
Core/developed technology | 1,770 | 5 | ||||||
Goodwill | 277 | Indefinite | ||||||
$ | 1,423 | |||||||
eDynamics [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of purchase price [Table Text Block] | ' | |||||||
The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: | ||||||||
Estimated | Estimated | |||||||
Fair Value in USD | Useful Life (in years) | |||||||
Customer relationships | $ | 243 | 3.5 | |||||
Non-compete agreements | 75 | 2 | ||||||
Core/developed technology | 733 | 3.5 | ||||||
Goodwill | 107 | Indefinite | ||||||
$ | 1,158 | |||||||
Mail Distiller [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of purchase price [Table Text Block] | ' | |||||||
The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: | ||||||||
Estimated | Estimated | |||||||
Fair Value in USD | Useful Life (in years) | |||||||
Tangible assets acquired | $ | 204 | N/A | |||||
Liabilities assumed | (1,052 | ) | N/A | |||||
Trade name | 7 | 1 | ||||||
Customer relationships | 1,291 | 2 | ||||||
Non-compete agreements | 123 | 2 | ||||||
Core/developed technology | 2,475 | 7 | ||||||
Goodwill | 1,452 | Indefinite | ||||||
$ | 4,500 | |||||||
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||||||
Schedule of allowance for doubtful accounts [Table Text Block] | ' | |||||||||||||||
Allowance for doubtful accounts activity and balances are presented below: | ||||||||||||||||
Balance at | Additions | Write | Balance at | |||||||||||||
Beginning of | to Costs and | Offs | End of | |||||||||||||
Period | Expenses | Period | ||||||||||||||
Year ended December 31, 2011 | $ | 257 | $ | 8 | $ | (32 | ) | $ | 233 | |||||||
Year ended December 31, 2012 | 233 | 54 | (100 | ) | 187 | |||||||||||
Year ended December 31, 2013 | $ | 187 | $ | 91 | $ | (2 | ) | $ | 276 | |||||||
Schedule of property and equipment [Table Text Block] | ' | |||||||||||||||
Property and equipment at December 31, 2013 and 2012, consist of the following: | ||||||||||||||||
Useful Life | December 31, | |||||||||||||||
(in years) | 2013 | 2012 | ||||||||||||||
Computer equipment | 2 to 3 | $ | 31,305 | $ | 22,204 | |||||||||||
Software | 2 | 1,782 | 1,712 | |||||||||||||
Furniture | 5 | 76 | 76 | |||||||||||||
Office equipment | 2 to 5 | 397 | 347 | |||||||||||||
Leasehold improvements | 5 years or shorter of the lease term | 1,298 | 1,217 | |||||||||||||
Other | 2 | 59 | 54 | |||||||||||||
Construction in progress | 339 | 1,158 | ||||||||||||||
35,256 | 26,768 | |||||||||||||||
Less: Accumulated depreciation and amortization | (24,035 | ) | (18,208 | ) | ||||||||||||
$ | 11,221 | $ | 8,560 | |||||||||||||
Schedule of property and equipment acquired under capital leases [Table Text Block] | ' | |||||||||||||||
Property and equipment acquired under capital leases: | ||||||||||||||||
December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Computer equipment | $ | 346 | $ | 341 | ||||||||||||
Less: Accumulated depreciation | (317 | ) | (269 | ) | ||||||||||||
$ | 29 | $ | 72 | |||||||||||||
Schedule of accrued liabilities [Table Text Block] | ' | |||||||||||||||
Accrued liabilities at December 31, 2013 and 2012 consisted of the following: | ||||||||||||||||
December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Accrued compensation | $ | 8,886 | $ | 7,125 | ||||||||||||
Customer deposits | 2,098 | 102 | ||||||||||||||
Accrued royalties | 766 | 262 | ||||||||||||||
Other | 7,510 | 4,589 | ||||||||||||||
$ | 19,260 | $ | 12,078 | |||||||||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Components of intangible assets excluding goodwill [Table Text Block] | ' | |||||||||||||||||||||||
The goodwill activity and balances are presented below: | ||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
Opening balance | $ | 18,557 | $ | 18,557 | ||||||||||||||||||||
Add: Goodwill from acquisitions | 45,207 | — | ||||||||||||||||||||||
Closing balance | $ | 63,764 | $ | 18,557 | ||||||||||||||||||||
Useful lives intangible assets [Table Text Block] | ' | |||||||||||||||||||||||
Intangible assets excluding goodwill, consisted of the following: | ||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
Developed technology | $ | 29,468 | $ | (17,383 | ) | $ | 12,085 | $ | 17,641 | $ | (15,163 | ) | $ | 2,478 | ||||||||||
Customer relationships | 13,282 | (3,726 | ) | 9,556 | 2,408 | (2,109 | ) | 299 | ||||||||||||||||
Non-compete | 804 | (170 | ) | 634 | 106 | (27 | ) | 79 | ||||||||||||||||
Trademark and patents | 806 | (105 | ) | 701 | 98 | (41 | ) | 57 | ||||||||||||||||
$ | 44,360 | $ | (21,384 | ) | $ | 22,976 | $ | 20,253 | $ | (17,340 | ) | $ | 2,913 | |||||||||||
Future estimated amortization costs of intangible assets [Table Text Block] | ' | |||||||||||||||||||||||
Future estimated amortization costs of intangible assets as of December 31, 2013 are presented below: | ||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||
2014 | $ | 7,858 | ||||||||||||||||||||||
2015 | 7,100 | |||||||||||||||||||||||
2016 | 4,767 | |||||||||||||||||||||||
2017 | 1,622 | |||||||||||||||||||||||
2018 | 1,175 | |||||||||||||||||||||||
Thereafter | 454 | |||||||||||||||||||||||
$ | 22,976 | |||||||||||||||||||||||
Fair_Value_Measurements_and_In1
Fair Value Measurements and Investments (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair value measurements and investments: | ' | |||||||||||||||
Fair value, by balance sheet grouping [Table Text Block] | ' | |||||||||||||||
The following tables summarize, for each category of assets or liabilities carried at fair value, the respective fair value as of December 31, 2013 and 2012 and the classification by level of input within the fair value hierarchy: | ||||||||||||||||
Balance as of | Quoted Prices | Significant | Unobservable | |||||||||||||
December 31, | in Active | Other | Inputs | |||||||||||||
2013 | Markets for | Observable | (Level 3) | |||||||||||||
Identical | Inputs | |||||||||||||||
Assets | (Level 2) | |||||||||||||||
(Level 1) | ||||||||||||||||
Assets | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 215,094 | $ | 215,094 | $ | — | $ | — | ||||||||
Short-term investments: | ||||||||||||||||
Corporate debt securities | 6,015 | — | 6,015 | — | ||||||||||||
Certificates of deposit | 2,000 | — | 2,000 | — | ||||||||||||
Total financial assets | $ | 223,109 | $ | 215,094 | $ | 8,015 | $ | — | ||||||||
Liabilities | ||||||||||||||||
Acquisition-related contingent earn-out liability | $ | 495 | $ | — | $ | — | $ | 495 | ||||||||
Balance as of | Quoted Prices | Significant | Unobservable | |||||||||||||
December 31, | in Active | Other | Inputs | |||||||||||||
2012 | Markets for | Observable | (Level 3) | |||||||||||||
Identical | Inputs | |||||||||||||||
Assets | (Level 2) | |||||||||||||||
(Level 1) | ||||||||||||||||
Assets | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 26,485 | $ | 26,485 | $ | — | $ | — | ||||||||
Commercial paper | 1,020 | 1,020 | — | — | ||||||||||||
Short-term investments: | ||||||||||||||||
Corporate debt securities | 29,267 | — | 29,267 | — | ||||||||||||
Commercial paper | 15,988 | — | 15,988 | — | ||||||||||||
Certificates of deposit | 2,008 | — | 2,008 | — | ||||||||||||
Total financial assets | $ | 74,768 | $ | 27,505 | $ | 47,263 | $ | — | ||||||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation [Table Text Block] | ' | |||||||||||||||
The following table represents a reconciliation of the Acquisition-related contingent earn-out liability measured at fair value on a recurring basis, using significant unobservable inputs (Level 3) for the year ended December 31, 2013: | ||||||||||||||||
Fair Value Measurements Using Significant Unobservable Inputs | ||||||||||||||||
(Level 3) | ||||||||||||||||
Balance at December 31, 2012 | $ | — | ||||||||||||||
Additions during the period | 586 | |||||||||||||||
Payments during the period | (100 | ) | ||||||||||||||
Adjustments to fair value during the period recorded in General and Administrative expenses | 9 | |||||||||||||||
Balance at December 31, 2013 | $ | 495 | ||||||||||||||
Fair value of cash and cash equivalents, and investments [Table Text Block] | ' | |||||||||||||||
The cost and fair value of the Company’s cash and available-for-sale investments as of December 31, 2013 and 2012 were as follows: | ||||||||||||||||
December 31, 2013 | ||||||||||||||||
Cost Basis | Unrealized | Unrealized | Fair | |||||||||||||
Gains | Losses | Value | ||||||||||||||
Cash and cash equivalents: | ||||||||||||||||
Cash | $ | 28,692 | $ | — | $ | — | $ | 28,692 | ||||||||
Money market funds | 215,094 | — | — | 215,094 | ||||||||||||
Total | $ | 243,786 | $ | — | $ | — | $ | 243,786 | ||||||||
Short-term investments: | ||||||||||||||||
Corporate debt securities | $ | 6,015 | $ | — | $ | — | $ | 6,015 | ||||||||
Certificates of deposit | 2,000 | — | — | 2,000 | ||||||||||||
Total | $ | 8,015 | $ | — | $ | — | $ | 8,015 | ||||||||
December 31, 2012 | ||||||||||||||||
Cost Basis | Unrealized | Unrealized | Fair | |||||||||||||
Gains | Losses | Value | ||||||||||||||
Cash and cash equivalents: | ||||||||||||||||
Cash | $ | 11,749 | $ | — | $ | — | $ | 11,749 | ||||||||
Money market funds | 26,485 | — | — | 26,485 | ||||||||||||
Commercial paper | 1,020 | — | — | 1,020 | ||||||||||||
Total | $ | 39,254 | $ | — | $ | — | $ | 39,254 | ||||||||
Short-term investments: | ||||||||||||||||
Corporate debt securities | $ | 29,266 | $ | 4 | $ | (3 | ) | $ | 29,267 | |||||||
Commercial paper | 15,987 | 1 | — | 15,988 | ||||||||||||
Certificate of deposit | 2,007 | 1 | — | 2,008 | ||||||||||||
Total | $ | 47,260 | $ | 6 | $ | (3 | ) | $ | 47,263 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||
Future annual minimum lease payments under noncancelable operating and capital leases [Table Text Block] | ' | |||||||
At December 31, 2013, future annual minimum lease payments under noncancellable operating and capital leases were as follows: | ||||||||
Capital | Operating | |||||||
Leases | Leases | |||||||
2014 | $ | 18 | $ | 4,605 | ||||
2015 | 11 | 1,382 | ||||||
2016 | — | 893 | ||||||
2017 | — | 310 | ||||||
2018 | — | 181 | ||||||
Thereafter | — | 8 | ||||||
Total minimum lease payments | 29 | $ | 7,379 | |||||
Less: Amount representing interest | (1 | ) | ||||||
Present value of capital lease obligations | 28 | |||||||
Less: Current portion | (18 | ) | ||||||
Long-term portion of capital lease obligations | $ | 10 | ||||||
Convertible_Senior_Notes_Table
Convertible Senior Notes (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Convertible Senior Notes [Abstract] | ' | |||
Schedule of liability and equity components of convertible debt [Table Text Block] | ' | |||
At December 31, 2013, the net carrying amount of the liability component of the Notes consists of: | ||||
Liability component: | ||||
Principal | $ | 201,250 | ||
Less: debt discount, net of amortization | (48,322 | ) | ||
Net carrying amount | $ | 152,928 | ||
Equity component (1) | $ | 43,293 | ||
(1) Recorded in the Consolidated Balance Sheets as additional paid-in capital, net of the $1,285 issuance costs in equity | ||||
Schedule of convertible senior notes interest and accretion [Table Text Block] | ' | |||
For the year ended December 31, 2013, the Company incurred the interest expense related to the Notes: | ||||
1.25% coupon | $ | 138 | ||
Amortization of debt discount | 486 | |||
Amortization of debt issuance costs | 3 | |||
$ | 627 | |||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Debt Disclosure [Abstract] | ' | |||
Remaining repayment commitments [Table Text Block] | ' | |||
At December 31, 2013, the remaining repayment commitments related to the equipment loans are as follows: | ||||
2014 | $ | 1,642 | ||
2015 | 684 | |||
$ | 2,326 | |||
Common_Stock_Tables
Common Stock (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Equity [Abstract] | ' | |||||||||||
Shares authorized and issued and outstanding [Table Text Block] | ' | |||||||||||
The following table presents the shares authorized and issued and outstanding as of the dates presented: | ||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||
Shares | Shares | |||||||||||
Authorized | Outstanding | Authorized | Outstanding | |||||||||
Common stock | 200,000 | 36,140 | 200,000 | 33,044 | ||||||||
Undesignated preferred stock | 5,000 | — | 5,000 | — | ||||||||
205,000 | 36,140 | 205,000 | 33,044 | |||||||||
Number of shares of common stock reserved for future issuance [Table Text Block] | ' | |||||||||||
Number of shares of common stock reserved for future issuance was as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Options available for future grant under the stock plans | 4,584 | 4,611 | ||||||||||
Options outstanding under stock plans | 7,223 | 9,636 | ||||||||||
Shares available for future issuance under ESPP | 759 | 646 | ||||||||||
Common stock issuable upon exercise of warrant and settlement of outstanding restricted stock units | 1,216 | 3 | ||||||||||
Common stock issuable upon conversion of the convertible senior notes | 5,158 | — | ||||||||||
Total shares reserved | 18,940 | 14,896 | ||||||||||
Stock_Option_Plans_Tables
Stock Option Plans (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Valuation assumptions [Table Text Block] | ' | |||||||||||||
The fair value of the option component of the ESPP shares was estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions: | ||||||||||||||
Year ended December 31, | ||||||||||||||
2013 | 2012* | |||||||||||||
Expected life (in years) | 0.50 - 0.54 | 0.50 - 0.53 | ||||||||||||
Volatility | 38% - 40% | 46% - 51% | ||||||||||||
Risk-free interest rate | 0.08% | 0.13% - 0.15% | ||||||||||||
Dividend yield | —% | —% | ||||||||||||
* Employee participation in the ESPP did not begin until the second quarter of 2012. | ||||||||||||||
The weighted average fair value of stock options granted to employees during the years ended December 31, 2013, 2012 and 2011, was $9.50, $5.65 and $6.33, respectively. The fair values were estimated on the grant dates using the Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Expected life (in years) | 5.31 - 6.08 | 5.50 - 6.08 | 5.85 - 6.08 | |||||||||||
Volatility | 57% - 61% | 59% - 60% | 59% - 61% | |||||||||||
Risk-free interest rate | 0.9% - 1.8% | 0.9% - 1.2% | 1.2% - 2.5% | |||||||||||
Dividend yield | —% | —% | —% | |||||||||||
Activity under stock option plan [Table Text Block] | ' | |||||||||||||
Stock option activity under the Plan is as follows: | ||||||||||||||
Shares subject to | ||||||||||||||
Options Outstanding | ||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||
Shares | Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual | |||||||||||||
Term | ||||||||||||||
(in years) | ||||||||||||||
Balance at December 31, 2010 | 9,711 | $ | 3.15 | 6.18 | $ | 21,619 | ||||||||
Options granted | 2,533 | 6.33 | ||||||||||||
Options exercised | (456 | ) | 2.63 | |||||||||||
Options forfeited and canceled | (1,083 | ) | 4.16 | |||||||||||
Balance at December 31, 2011 | 10,705 | 3.83 | 6.77 | 44,466 | ||||||||||
Options granted | 2,243 | 10.29 | ||||||||||||
Options exercised | (2,543 | ) | 1.95 | |||||||||||
Options forfeited and canceled | (769 | ) | 6.26 | |||||||||||
Balance at December 31, 2012 | 9,636 | 5.63 | 7.33 | 64,719 | ||||||||||
Options granted | 1,618 | 17.46 | ||||||||||||
Options exercised | (2,879 | ) | 4.69 | |||||||||||
Options forfeited and canceled | (1,152 | ) | 8.65 | |||||||||||
Balance at December 31, 2013 | 7,223 | $ | 8.17 | 6.82 | $ | 180,543 | ||||||||
Exercisable, December 31, 2013 | 4,000 | $ | 4.76 | 5.61 | $ | 113,648 | ||||||||
Vested and expected to vest, December 31, 2013 | 6,750 | $ | 7.77 | 6.7 | $ | 171,429 | ||||||||
Summary of RSUs awarded and unvested under stock option plan [Table Text Block] | ' | |||||||||||||
A summary of the status of RSUs awarded and unvested under the stock option plans as of December 31, 2013 is presented below: | ||||||||||||||
RSUs | ||||||||||||||
Outstanding | ||||||||||||||
Number of | Granted | |||||||||||||
Shares | Fair | |||||||||||||
Value | ||||||||||||||
Per | ||||||||||||||
Unit | ||||||||||||||
Awarded and unvested at December 31, 2010 | — | $ | — | |||||||||||
Awards assumed | 23 | 7.98 | ||||||||||||
Awards vested | (15 | ) | 7.98 | |||||||||||
Awards forfeited | — | — | ||||||||||||
Awarded and unvested at December 31, 2011 | 8 | 7.98 | ||||||||||||
Awards granted | — | — | ||||||||||||
Awards vested | (6 | ) | 7.98 | |||||||||||
Awards forfeited | (1 | ) | 7.98 | |||||||||||
Awarded and unvested at December 31, 2012 | 1 | 7.98 | ||||||||||||
Awards granted | 1,236 | 28.94 | ||||||||||||
Awards vested | (1 | ) | 24.15 | |||||||||||
Awards forfeited | (22 | ) | 24.61 | |||||||||||
Awarded and unvested at December 31, 2013 | 1,214 | $ | 29.57 | |||||||||||
Net_Loss_per_Share_Tables
Net Loss per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Schedule of earnings per share, basic and diluted [Table Text Block] | ' | |||||||||||
The following table presents the calculation of basic and diluted net loss per share: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Net loss | $ | (27,531 | ) | $ | (20,360 | ) | $ | (20,141 | ) | |||
Denominator: | ||||||||||||
Weighted average number of common shares used in computing basic and diluted net loss per share | 34,874 | 24,056 | 4,005 | |||||||||
Net loss per common share | ||||||||||||
Basic and diluted net loss per share | $ | (0.79 | ) | $ | (0.85 | ) | $ | (5.03 | ) | |||
Schedule of antidilutive securities excluded from computation of earnings per share [Table Text Block] | ' | |||||||||||
The following table presents the potentially dilutive common shares outstanding that were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Convertible preferred stock | — | — | 39,134 | |||||||||
Stock options to purchase common stock | 7,223 | 9,636 | 10,705 | |||||||||
Employee stock purchase plan | 89 | 133 | — | |||||||||
Common stock subject to repurchase | 1 | 4 | 6 | |||||||||
Common stock warrants | 2 | 2 | 2 | |||||||||
Restricted stock units | 1,214 | 1 | — | |||||||||
Convertible senior notes | 5,158 | — | — | |||||||||
Total | 13,687 | 9,776 | 49,847 | |||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Revenue from external customers by products and services [Table Text Block] | ' | |||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Total revenue by solution: | ||||||||||||
Privacy, Protection and Security | $ | 101,083 | $ | 78,979 | $ | 65,882 | ||||||
Archiving and Governance | 36,848 | 27,316 | 15,956 | |||||||||
Total revenue | 137,931 | 106,295 | 81,838 | |||||||||
Total revenue and long-lived assets by geographic area [Table Text Block] | ' | |||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Total revenue by geographic area: | ||||||||||||
United States | $ | 113,819 | $ | 86,661 | $ | 65,044 | ||||||
Rest of world | 24,112 | 19,634 | 16,794 | |||||||||
Total revenue | $ | 137,931 | $ | 106,295 | $ | 81,838 | ||||||
The following sets forth long-lived assets by geographic area: | ||||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Long-lived assets: | ||||||||||||
United States | $ | 9,425 | $ | 6,857 | ||||||||
Rest of world | 1,796 | 1,703 | ||||||||||
Total long-lived assets | $ | 11,221 | $ | 8,560 | ||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Schedule of domestic and foreign components of loss before benefit from (provision for) income taxes [Table Text Block] | ' | |||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Domestic | $ | (34,284 | ) | $ | (23,506 | ) | $ | (17,566 | ) | |||
Foreign | 3,945 | 3,667 | (2,205 | ) | ||||||||
Loss before benefit from (provision for) income taxes | $ | (30,339 | ) | $ | (19,839 | ) | $ | (19,771 | ) | |||
Schedule of components of income tax expense [Table Text Block] | ' | |||||||||||
The benefit from (provision for) income taxes is comprised of: | ||||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current tax expense: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 70 | 30 | 52 | |||||||||
Foreign | 641 | 491 | 318 | |||||||||
Total current | 711 | 521 | 370 | |||||||||
Deferred tax expense: | ||||||||||||
Federal | — | — | — | |||||||||
State | — | — | — | |||||||||
Foreign | (3,519 | ) | — | — | ||||||||
Total deferred | (3,519 | ) | — | — | ||||||||
(Benefit from) provision for income taxes | $ | (2,808 | ) | $ | 521 | $ | 370 | |||||
Schedule of reconciliation of income tax expense [Table Text Block] | ' | |||||||||||
The reconciliation of income tax expense at the statutory federal income tax rate of 34% to the income tax provision included in the accompanying Statements of Operations for the years ended December 31, 2013, 2012 and 2011 is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Tax at federal statutory rate | $ | (10,315 | ) | $ | (6,745 | ) | $ | (6,722 | ) | |||
Foreign income tax rate differential | (232 | ) | (262 | ) | 219 | |||||||
State, net of federal benefit | (1,130 | ) | (822 | ) | (821 | ) | ||||||
Stock compensation charges | 636 | 1,256 | 1,091 | |||||||||
SubPart F and other permanent items | 1,583 | 1,204 | 849 | |||||||||
Provision to return & other | 937 | 1,074 | 850 | |||||||||
Research and development credits | (2,112 | ) | (1,061 | ) | (1,427 | ) | ||||||
Uncertain tax positions | 617 | 301 | 1,004 | |||||||||
Valuation allowance | 7,208 | 5,576 | 5,327 | |||||||||
(Benefit from) provision for income taxes | $ | (2,808 | ) | $ | 521 | $ | 370 | |||||
Schedule of deferred tax assets and liabilities [Table Text Block] | ' | |||||||||||
Significant components of the Company's deferred tax assets were as follows for the years ended December 31, 2013 and 2012: | ||||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 60,280 | $ | 44,045 | ||||||||
Tax credit carryforwards | 8,228 | 6,639 | ||||||||||
Research expenditures | 3,314 | 4,567 | ||||||||||
Deferred revenue | 13,292 | 7,726 | ||||||||||
Stock compensation | 3,696 | 2,294 | ||||||||||
Fixed assets | 1,262 | 926 | ||||||||||
Accruals and other | 7,250 | 3,487 | ||||||||||
Total deferred tax assets | 97,322 | 69,684 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Intangible assets and other | (7,769 | ) | (990 | ) | ||||||||
Interest expense on the Notes | (16,090 | ) | — | |||||||||
Valuation allowance | (71,052 | ) | (68,694 | ) | ||||||||
Net deferred tax assets | $ | 2,411 | $ | — | ||||||||
Current deferred income tax assets (included in other current assets) | $ | 4,166 | $ | 137 | ||||||||
Non-current deferred income tax liabilities (included in long-term liabilities) | $ | 1,755 | $ | 137 | ||||||||
Schedule of unrecognized tax benefits [Table Text Block] | ' | |||||||||||
The aggregate changes in the balance of gross unrecognized tax benefits were as follows: | ||||||||||||
Ending balance as of December 31, 2010 | $ | 1,464 | ||||||||||
Increase in balances related to tax positions taken during the current period | 651 | |||||||||||
Increase in balances related to tax positions taken during the prior period | 411 | |||||||||||
Ending balance as of December 31, 2011 | 2,526 | |||||||||||
Increase in balances related to tax positions taken during the current period | 357 | |||||||||||
Decrease in balances related to tax positions taken during the prior period | (135 | ) | ||||||||||
Decrease in balances related to statute expirations during the current period | (8 | ) | ||||||||||
Ending balance as of December 31, 2012 | 2,740 | |||||||||||
Increase in balances related to tax positions taken during the current period | 618 | |||||||||||
Increase in balances related to tax positions taken during the prior period | 517 | |||||||||||
Decrease in balances related to tax positions taken during the prior period | (40 | ) | ||||||||||
Decrease in balances related to statute expirations during the current period | (12 | ) | ||||||||||
Ending balance as of December 31, 2013 | $ | 3,823 | ||||||||||
The_Company_and_Summary_of_Sig3
The Company and Summary of Significant Accounting Policies - Narrative (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reverse stock split: | ' | ' | ' |
Reverse stock split | 0.5 | ' | ' |
Foreign currency remeasurement and transactions: | ' | ' | ' |
Aggregate foreign currency transaction gains (losses) | ($180) | ($157) | $8 |
Minimum [Member] | ' | ' | ' |
Deferred product costs: | ' | ' | ' |
Number of months deferred product costs are recognized | '12 months | ' | ' |
Maximum [Member] | ' | ' | ' |
Deferred product costs: | ' | ' | ' |
Number of months deferred product costs are recognized | '36 months | ' | ' |
The_Company_and_Summary_of_Sig4
The Company and Summary of Significant Accounting Policies - Cash, Cash Equivalents and Short-term Investments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Available-for-sale securities | Minimum [Member] | Maximum [Member] | ||||
Cash, cash equivalents and short-term investments: | ' | ' | ' | ' | ' | ' | ' |
Days until maturity for highly liquid investments to be considered as cash and cash equivalents | ' | ' | ' | ' | ' | ' | '90 days |
Cash and cash equivalents | $243,786 | $39,254 | $9,767 | $12,087 | ' | ' | ' |
Number of months until maturity for investments to be classified as short-term investments | ' | ' | ' | ' | ' | '3 months | ' |
Short-term investments | $8,015 | $47,263 | ' | ' | $47,263 | ' | ' |
The_Company_and_Summary_of_Sig5
The Company and Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Intangible assets: | ' |
Goodwill, Impairment Loss | $0 |
Minimum [Member] | Patents [Member] | ' |
Intangible assets: | ' |
Estimated life of intangible assets | '4 years |
Minimum [Member] | Developed technology rights [Member] | ' |
Intangible assets: | ' |
Estimated life of intangible assets | '3 years |
Minimum [Member] | Customer relationships [Member] | ' |
Intangible assets: | ' |
Estimated life of intangible assets | '2 years |
Minimum [Member] | Vendor relationships [Member] | ' |
Intangible assets: | ' |
Estimated life of intangible assets | '2 years |
Minimum [Member] | Trademarks and trade names [Member] | ' |
Intangible assets: | ' |
Estimated life of intangible assets | '1 year |
Maximum [Member] | Patents [Member] | ' |
Intangible assets: | ' |
Estimated life of intangible assets | '5 years |
Maximum [Member] | Developed technology rights [Member] | ' |
Intangible assets: | ' |
Estimated life of intangible assets | '7 years |
Maximum [Member] | Customer relationships [Member] | ' |
Intangible assets: | ' |
Estimated life of intangible assets | '4 years |
Maximum [Member] | Vendor relationships [Member] | ' |
Intangible assets: | ' |
Estimated life of intangible assets | '4 years |
Maximum [Member] | Trademarks and trade names [Member] | ' |
Intangible assets: | ' |
Estimated life of intangible assets | '5 years |
Acquisitions_2013_Details
Acquisitions - 2013 (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 01, 2013 | Dec. 31, 2013 | Jul. 19, 2013 | Dec. 31, 2013 | Sep. 05, 2013 | Jul. 19, 2013 | Dec. 31, 2013 | Jul. 10, 2013 | Dec. 31, 2013 | Apr. 05, 2013 | Dec. 31, 2013 | Oct. 01, 2013 | Apr. 05, 2013 | Oct. 01, 2013 | Sep. 05, 2013 | Jul. 19, 2013 | Jul. 10, 2013 | Apr. 05, 2013 | Oct. 01, 2013 | Apr. 05, 2013 | Sep. 05, 2013 | Jul. 10, 2013 | Oct. 01, 2013 | Sep. 05, 2013 | Jul. 19, 2013 | Jul. 10, 2013 | Apr. 05, 2013 | Dec. 31, 2012 | Jul. 10, 2013 | Jul. 10, 2013 |
Sendmail [Member] | Sendmail [Member] | Armorize [Member] | Armorize [Member] | Armorize [Member] | Abaca Technologies [Member] | Abaca Technologies [Member] | eDynamics [Member] | eDynamics [Member] | Mail Distiller [Member] | Mail Distiller [Member] | Trademarks and trade names [Member] | Trademarks and trade names [Member] | Customer relationships [Member] | Customer relationships [Member] | Customer relationships [Member] | Customer relationships [Member] | Customer relationships [Member] | Patents [Member] | Patents [Member] | Noncompete agreements [Member] | Noncompete agreements [Member] | Developed technology rights [Member] | Developed technology rights [Member] | Developed technology rights [Member] | Developed technology rights [Member] | Developed technology rights [Member] | Acquisition-related Costs [Member] | Earn-out consideration [Member] | Indemnification obligations [Member] | ||||
Sendmail [Member] | Mail Distiller [Member] | Sendmail [Member] | Armorize [Member] | Abaca Technologies [Member] | eDynamics [Member] | Mail Distiller [Member] | Sendmail [Member] | Mail Distiller [Member] | Armorize [Member] | eDynamics [Member] | Sendmail [Member] | Armorize [Member] | Abaca Technologies [Member] | eDynamics [Member] | Mail Distiller [Member] | eDynamics [Member] | eDynamics [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of businesses acquired | 5 | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $137,931 | $106,295 | $81,838 | ' | $2,975 | ' | $781 | ' | ' | $311 | ' | ' | ' | $216 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to acquire businesses, net of cash acquired | 40,972 | 0 | 134 | 12,463 | ' | 24,215 | ' | ' | 23 | ' | 500 | ' | 3,771 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash acquired from acquisitions | ' | ' | ' | 1,117 | ' | 1,746 | ' | ' | 3 | ' | ' | ' | 60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration arrangements, range of outcomes, value, high | ' | ' | ' | 3,422 | ' | ' | ' | 3,750 | 1,520 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600 | 100 |
Liabilities arising from contingencies, amount recognized | ' | ' | ' | ' | ' | ' | ' | ' | 1,397 | ' | ' | ' | 669 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 586 | 72 |
Contingent consideration at fair value subsequent payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related costs | ' | ' | ' | ' | 1,877 | ' | 747 | ' | ' | 218 | ' | 6 | ' | 258 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,107 | ' | ' |
Recognized identifiable assets acquired and liabilities assumed, assets | ' | ' | ' | 5,202 | ' | ' | ' | 2,754 | 311 | ' | ' | ' | 204 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized identifiable assets acquired and liabilities assumed, liabilities | ' | ' | ' | -5,398 | ' | ' | ' | -1,256 | -975 | ' | ' | ' | -1,052 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized identifiable assets acquired and liabilities assumed, deferred revenue | ' | ' | ' | -14,549 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized identifiable assets acquired and liabilities assumed, noncurrent liabilities, long-term debt | ' | ' | ' | -7,933 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400 | 7 | 8,000 | 1,300 | 40 | 243 | 1,291 | 300 | 123 | 500 | 75 | 3,000 | 3,850 | 1,770 | 733 | 2,475 | ' | ' | ' |
Acquired finite-lived intangible assets, weighted average useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '1 year | '3 years | '2 years | '3 years | '3 years 6 months | '2 years | '5 years | '2 years | '3 years | '2 years | '3 years | '5 years | '5 years | '3 years 6 months | '7 years | ' | ' | ' |
Goodwill | 63,764 | 18,557 | 18,557 | 24,558 | ' | ' | ' | 18,813 | 277 | ' | 107 | ' | 1,452 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized identifiable assets acquired and liabilities assumed, net | ' | ' | ' | $13,580 | ' | ' | ' | $25,961 | $1,423 | ' | $1,158 | ' | $4,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_NextPage_Inc_Deta
Acquisitions - NextPage, Inc. (Details) (NextPage [Member], USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Dec. 23, 2011 |
NextPage [Member] | ' |
Business Acquisition [Line Items] | ' |
Consideration transferred | $5,465 |
Acquisitions_SORBS_Details
Acquisitions - SORBS (Details) (SORBS [Member], USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2011 |
SORBS [Member] | ' |
Business Acquisition [Line Items] | ' |
Consideration transferred | $200 |
Acquisitions_Pro_Forma_Financi
Acquisitions - Pro Forma Financial Information (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' |
Total revenue | $165,787 | $150,934 |
Net loss | -37,000 | -28,229 |
Basic and diluted net loss per share (in dollars per share) | ($1.06) | ($1.17) |
Acquisition-related Costs [Member] | ' | ' |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' |
Acquisition-related costs | ' | $3,107 |
Concentration_of_Risks_Details
Concentration of Risks (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Total revenue [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration risk percentage | 14.00% | ' |
Accounts payable [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration risk percentage | 16.00% | 22.00% |
Accounts receivable [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration risk percentage | 10.00% | ' |
Balance_Sheet_Components_Allow
Balance Sheet Components- Allowance for Doubtful Accounts (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ' | ' | ' |
Balance at beginning of period | $187 | $233 | $257 |
Additions to cost and expenses | 91 | 54 | 8 |
Write offs | -2 | -100 | -32 |
Balance at end of period | $276 | $187 | $233 |
Balance_Sheet_Components_Prope
Balance Sheet Components - Property and Equipment (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Property and Equipment | ' | ' |
Property and equipment, gross | $35,256 | $26,768 |
Less: Accumulated depreciation and amortization | -24,035 | -18,208 |
Property and equipment, net | 11,221 | 8,560 |
Computer equipment [Member] | ' | ' |
Property and Equipment | ' | ' |
Property and equipment, gross | 31,305 | 22,204 |
Computer equipment [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful life | '2 years | ' |
Computer equipment [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful life | '3 years | ' |
Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful life | '2 years | ' |
Property and Equipment | ' | ' |
Property and equipment, gross | 1,782 | 1,712 |
Furniture [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful life | '5 years | ' |
Property and Equipment | ' | ' |
Property and equipment, gross | 76 | 76 |
Office equipment [Member] | ' | ' |
Property and Equipment | ' | ' |
Property and equipment, gross | 397 | 347 |
Office equipment [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful life | '2 years | ' |
Office equipment [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful life | '5 years | ' |
Leasehold improvements [Member] | ' | ' |
Property and Equipment | ' | ' |
Property and equipment, gross | 1,298 | 1,217 |
Leasehold improvements [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful life | '5 years | ' |
Other [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful life | '2 years | ' |
Property and Equipment | ' | ' |
Property and equipment, gross | 59 | 54 |
Construction in progress [Member] | ' | ' |
Property and Equipment | ' | ' |
Property and equipment, gross | $339 | $1,158 |
Balance_Sheet_Components_Prope1
Balance Sheet Components - Property and Equipment, Other Information (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation expense | $5,923 | $4,434 | $3,142 |
Property and equipment acquired under capital leases | ' | ' | ' |
Capitalized software development costs | ' | ' | 400 |
Amortization of capitalized software development costs | 159 | 200 | 41 |
Computer equipment [Member] | ' | ' | ' |
Property and equipment acquired under capital leases | ' | ' | ' |
Capital leased assets, gross | 346 | 341 | ' |
Less: Accumulated depreciation | -317 | -269 | ' |
Capital leased assets, net | 29 | 72 | ' |
Capital leases [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation expense | $48 | $42 | $151 |
Balance_Sheet_Components_Accru
Balance Sheet Components - Accrued Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Accrued compensation | $8,886 | $7,125 |
Customer deposits | 2,098 | 102 |
Accrued royalties, current | 766 | 262 |
Other | 7,510 | 4,589 |
Total accrued liabilities | $19,260 | $12,078 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Goodwill (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill activity and balances | ' | ' |
Opening balance | $18,557 | $18,557 |
Add: Goodwill from acquisitions | 45,207 | 0 |
Closing balance | $63,764 | $18,557 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Intangible Assets (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Intangible assets excluding goodwill: | ' | ' | ' |
Finite-lived intangible assets, gross carrying amount | $44,360 | $20,253 | ' |
Finite-lived intangible assets, accumulated amortization | -21,384 | -17,340 | ' |
Finite-lived intangible assets, net carrying amount | 22,976 | 2,913 | ' |
Intangible amortization expense | 4,044 | 3,276 | 4,542 |
Future estimated amortization costs of intangible assets: | ' | ' | ' |
2014 | 7,858 | ' | ' |
2015 | 7,100 | ' | ' |
2016 | 4,767 | ' | ' |
2017 | 1,622 | ' | ' |
2018 | 1,175 | ' | ' |
Thereafter | 454 | ' | ' |
Finite-lived intangible assets, net carrying amount | 22,976 | 2,913 | ' |
Developed technology rights [Member] | ' | ' | ' |
Intangible assets excluding goodwill: | ' | ' | ' |
Finite-lived intangible assets, gross carrying amount | 29,468 | 17,641 | ' |
Finite-lived intangible assets, accumulated amortization | -17,383 | -15,163 | ' |
Finite-lived intangible assets, net carrying amount | 12,085 | 2,478 | ' |
Future estimated amortization costs of intangible assets: | ' | ' | ' |
Finite-lived intangible assets, net carrying amount | 12,085 | 2,478 | ' |
Customer relationships [Member] | ' | ' | ' |
Intangible assets excluding goodwill: | ' | ' | ' |
Finite-lived intangible assets, gross carrying amount | 13,282 | 2,408 | ' |
Finite-lived intangible assets, accumulated amortization | -3,726 | -2,109 | ' |
Finite-lived intangible assets, net carrying amount | 9,556 | 299 | ' |
Future estimated amortization costs of intangible assets: | ' | ' | ' |
Finite-lived intangible assets, net carrying amount | 9,556 | 299 | ' |
Noncompete agreements [Member] | ' | ' | ' |
Intangible assets excluding goodwill: | ' | ' | ' |
Finite-lived intangible assets, gross carrying amount | 804 | 106 | ' |
Finite-lived intangible assets, accumulated amortization | -170 | -27 | ' |
Finite-lived intangible assets, net carrying amount | 634 | 79 | ' |
Future estimated amortization costs of intangible assets: | ' | ' | ' |
Finite-lived intangible assets, net carrying amount | 634 | 79 | ' |
Trademarks and patents [Member] | ' | ' | ' |
Intangible assets excluding goodwill: | ' | ' | ' |
Finite-lived intangible assets, gross carrying amount | 806 | 98 | ' |
Finite-lived intangible assets, accumulated amortization | -105 | -41 | ' |
Finite-lived intangible assets, net carrying amount | 701 | 57 | ' |
Future estimated amortization costs of intangible assets: | ' | ' | ' |
Finite-lived intangible assets, net carrying amount | $701 | $57 | ' |
Fair_Value_Measurements_and_In2
Fair Value Measurements and Investments - Fair Value Measurements (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Fair value measurements and investments: | ' | ' |
Cash and cash equivalents, fair value disclosure | $243,786 | $39,254 |
Short-term investments, fair value disclosure | 8,015 | 47,263 |
Fair value, measurement with unobservable inputs reconciliations, recurring basis, liability value | 495 | 0 |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, issuances | 586 | ' |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, settlements | -100 | ' |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, gain (loss) included in earnings | 9 | ' |
Estimate of fair value (balance) | ' | ' |
Fair value measurements and investments: | ' | ' |
Assets, fair value disclosure | 223,109 | 74,768 |
Liabilities arising from contingencies, amount recognized | 495 | ' |
Quoted prices in active markets for indentical assets (Level 1) | ' | ' |
Fair value measurements and investments: | ' | ' |
Assets, fair value disclosure | 215,094 | 27,505 |
Significant other observable inputs (Level 2) | ' | ' |
Fair value measurements and investments: | ' | ' |
Assets, fair value disclosure | 8,015 | 47,263 |
Convertible debt, fair value disclosures | 216,306 | ' |
Unobservable inputs (Level 3) | ' | ' |
Fair value measurements and investments: | ' | ' |
Liabilities arising from contingencies, amount recognized | 495 | ' |
Money market funds [Member] | ' | ' |
Fair value measurements and investments: | ' | ' |
Cash and cash equivalents, fair value disclosure | 215,094 | 26,485 |
Money market funds [Member] | Estimate of fair value (balance) | ' | ' |
Fair value measurements and investments: | ' | ' |
Cash and cash equivalents, fair value disclosure | 215,094 | 26,485 |
Money market funds [Member] | Quoted prices in active markets for indentical assets (Level 1) | ' | ' |
Fair value measurements and investments: | ' | ' |
Cash and cash equivalents, fair value disclosure | 215,094 | 26,485 |
Corporate debt securities [Member] | ' | ' |
Fair value measurements and investments: | ' | ' |
Short-term investments, fair value disclosure | 6,015 | 29,267 |
Corporate debt securities [Member] | Estimate of fair value (balance) | ' | ' |
Fair value measurements and investments: | ' | ' |
Short-term investments, fair value disclosure | 6,015 | 29,267 |
Corporate debt securities [Member] | Significant other observable inputs (Level 2) | ' | ' |
Fair value measurements and investments: | ' | ' |
Short-term investments, fair value disclosure | 6,015 | 29,267 |
Commercial paper [Member] | ' | ' |
Fair value measurements and investments: | ' | ' |
Cash and cash equivalents, fair value disclosure | ' | 1,020 |
Short-term investments, fair value disclosure | ' | 15,988 |
Commercial paper [Member] | Estimate of fair value (balance) | ' | ' |
Fair value measurements and investments: | ' | ' |
Cash and cash equivalents, fair value disclosure | ' | 1,020 |
Short-term investments, fair value disclosure | ' | 15,988 |
Commercial paper [Member] | Quoted prices in active markets for indentical assets (Level 1) | ' | ' |
Fair value measurements and investments: | ' | ' |
Cash and cash equivalents, fair value disclosure | ' | 1,020 |
Commercial paper [Member] | Significant other observable inputs (Level 2) | ' | ' |
Fair value measurements and investments: | ' | ' |
Short-term investments, fair value disclosure | ' | 15,988 |
Certificates of deposit [Member] | ' | ' |
Fair value measurements and investments: | ' | ' |
Short-term investments, fair value disclosure | 2,000 | 2,008 |
Certificates of deposit [Member] | Estimate of fair value (balance) | ' | ' |
Fair value measurements and investments: | ' | ' |
Short-term investments, fair value disclosure | 2,000 | 2,008 |
Certificates of deposit [Member] | Significant other observable inputs (Level 2) | ' | ' |
Fair value measurements and investments: | ' | ' |
Short-term investments, fair value disclosure | $2,000 | $2,008 |
Fair_Value_Measurements_and_In3
Fair Value Measurements and Investments - Investments (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Schedule of Cash and Cash Equivalents, and Investments [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents, at carrying value | $243,786 | $39,254 | $9,767 | $12,087 |
Cash and cash equivalents, fair value disclosure | 243,786 | 39,254 | ' | ' |
Short-term investments, amortized cost basis | 8,015 | 47,260 | ' | ' |
Short-term investments, gross unrealized gains | 0 | 6 | ' | ' |
Short-term investments, gross unrealized losses | 0 | 3 | ' | ' |
Short-term investments, fair value disclosure | 8,015 | 47,263 | ' | ' |
Maximum investment maturity term | '1 year | ' | ' | ' |
Cash [Member] | ' | ' | ' | ' |
Schedule of Cash and Cash Equivalents, and Investments [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents, at carrying value | 28,692 | 11,749 | ' | ' |
Cash and cash equivalents, fair value disclosure | 28,692 | 11,749 | ' | ' |
Money market funds [Member] | ' | ' | ' | ' |
Schedule of Cash and Cash Equivalents, and Investments [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents, at carrying value | 215,094 | 26,485 | ' | ' |
Cash and cash equivalents, fair value disclosure | 215,094 | 26,485 | ' | ' |
Corporate debt securities [Member] | ' | ' | ' | ' |
Schedule of Cash and Cash Equivalents, and Investments [Line Items] | ' | ' | ' | ' |
Short-term investments, amortized cost basis | 6,015 | 29,266 | ' | ' |
Short-term investments, gross unrealized gains | 0 | 4 | ' | ' |
Short-term investments, gross unrealized losses | 0 | 3 | ' | ' |
Short-term investments, fair value disclosure | 6,015 | 29,267 | ' | ' |
Commercial paper [Member] | ' | ' | ' | ' |
Schedule of Cash and Cash Equivalents, and Investments [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents, at carrying value | ' | 1,020 | ' | ' |
Cash and cash equivalents, fair value disclosure | ' | 1,020 | ' | ' |
Short-term investments, amortized cost basis | ' | 15,987 | ' | ' |
Short-term investments, gross unrealized gains | ' | 1 | ' | ' |
Short-term investments, gross unrealized losses | ' | 0 | ' | ' |
Short-term investments, fair value disclosure | ' | 15,988 | ' | ' |
Certificates of deposit [Member] | ' | ' | ' | ' |
Schedule of Cash and Cash Equivalents, and Investments [Line Items] | ' | ' | ' | ' |
Short-term investments, amortized cost basis | 2,000 | 2,007 | ' | ' |
Short-term investments, gross unrealized gains | 0 | 1 | ' | ' |
Short-term investments, gross unrealized losses | 0 | 0 | ' | ' |
Short-term investments, fair value disclosure | $2,000 | $2,008 | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2012 |
Capital leases | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' |
Operating leases rent expense | $1,774 | $1,520 | $1,471 | ' |
Capital Leases | ' | ' | ' | ' |
2014 | 18 | ' | ' | ' |
2015 | 11 | ' | ' | ' |
Total minimum capital lease payments | 29 | ' | ' | ' |
Less: Amount representing interest | -1 | ' | ' | ' |
Present value of capital lease obligations | 28 | ' | ' | ' |
Less: Current portion | -18 | ' | ' | ' |
Long-term portion of captial lease obligations | 10 | ' | ' | ' |
Operating Leases | ' | ' | ' | ' |
2014 | 4,605 | ' | ' | ' |
2015 | 1,382 | ' | ' | ' |
2016 | 893 | ' | ' | ' |
2017 | 310 | ' | ' | ' |
2018 | 181 | ' | ' | ' |
Thereafter | 8 | ' | ' | ' |
Total minimum operating lease payments | $7,379 | ' | ' | ' |
Commitments and contingencies: | ' | ' | ' | ' |
Interest rate, stated percentage | ' | ' | ' | 4.50% |
Convertible_Senior_Notes_Detai
Convertible Senior Notes (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 11, 2013 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | Convertible debt [Member] | Convertible debt [Member] | ||
Debt: | ' | ' | ' | ' |
Face amount, initial | ' | ' | $175,000 | ' |
Face amount, optional | ' | ' | 26,250 | ' |
Debt issuance cost | ' | ' | 5,803 | ' |
Proceeds from convertible debt | ' | ' | 195,446 | ' |
Interest rate, stated percentage | ' | ' | 1.25% | ' |
Conversion ratio, initial | ' | ' | 25.6271 | ' |
Number of shares convertible, initial rate | ' | ' | 5,158 | ' |
Conversion price per share, initial | ' | ' | $39.02 | ' |
Threshold percentage of stock price trigger | ' | ' | 130.00% | ' |
Threshold trading days | ' | ' | 20 | ' |
Threshold consecutive trading days | ' | ' | '30 days | ' |
Number of consecutive business days following consecutive trading day period | ' | ' | '5 days | ' |
Period of consecutive trading days | ' | ' | '5 days | ' |
Trading price as percentage of closing price of common stock | ' | ' | 98.00% | ' |
Effective rate used to amortization debt discount | ' | ' | 6.50% | ' |
Carrying amount of the equity component net | ' | ' | 44,578 | ' |
Face amount, total | ' | ' | ' | 201,250 |
Debt discount, net of amortization | ' | ' | ' | -48,322 |
Convertible senior notes, noncurrent | 152,928 | 0 | 156,672 | 152,928 |
Carrying amount of the equity component net | ' | ' | 43,293 | ' |
Issuance costs allocated to equity portion | ' | ' | 1,285 | ' |
Interest expense, 1.25% coupon | ' | ' | ' | 138 |
Amortization of debt discount | ' | ' | ' | 486 |
Amortization of debt issuance costs | ' | ' | ' | 3 |
Interest expense, total | ' | ' | ' | $627 |
Debt_Details
Debt (Details) (Loans payable [Member], New equipment loan arrangement [Member], USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Apr. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Debt: | ' | ' | ' | ' |
Interest rate at period end | ' | 4.50% | ' | ' |
Duration until repayment date after a loan amount is drawn | '48 months | ' | ' | ' |
Interest expense | ' | $140 | $211 | $54 |
Repayment commitments | ' | ' | ' | ' |
2014 | ' | 1,642 | ' | ' |
2015 | ' | 684 | ' | ' |
Carrying amount of long-term debt | $6,000 | $2,326 | ' | ' |
Interest rate in excess of prime rate [Member] | ' | ' | ' | ' |
Debt: | ' | ' | ' | ' |
Basis spread on variable rate | 0.50% | ' | ' | ' |
Common_Stock_Details
Common Stock (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Apr. 20, 2012 | Apr. 20, 2012 | Apr. 20, 2012 |
In Thousands, except Per Share data, unless otherwise specified | class | Employee stock option [Member] | Employee stock option [Member] | ESPP 2012 Plan [Member] | ESPP 2012 Plan [Member] | Restricted stock units (RSUs) [Member] | Convertible debt [Member] | Common stock [Member] | IPO [Member] | Underwriters overallotment [Member] | |||
Common stock [Member] | Common stock from the exercise of the overallotment option of shares granted to the underwriters [Member] | ||||||||||||
Stockholders' Equity: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,859 | 729 |
Stock issued sold by selling shareholders (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,370 | 171 |
Public offering price (USD per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13 | ' |
Proceeds from issuance, before duducting underwriter discounts and offering expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $76,200 | ' | ' |
Proceeds from issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $68,300 | ' | ' |
Stock issued from conversion of convertible securities (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,567 | ' | ' |
Number of classes of stock the Company is authorized to issue (in classes of stock) | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total shares authorized (in shares) | 205,000 | 205,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock authorized (in shares) | 5,000 | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock authorized (in shares) | 200,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Par value of common stock (USD per share) | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Par value of preferred stock (USD per share) | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total outstanding (in shares) | 36,140 | 33,044 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock outstanding (in shares) | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock outstanding (in shares) | 36,140 | 33,044 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options available for future grant under the stock plans | ' | ' | ' | ' | 4,584 | 4,611 | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 7,223 | 9,636 | 10,705 | 9,711 | ' | 9,636 | ' | ' | ' | ' | ' | ' | ' |
Increase in common stock reserved and available for issuance ESPP | ' | ' | ' | ' | ' | ' | 759 | 646 | ' | ' | ' | ' | ' |
Common stock issuable upon exercise of warrant and settlement of outstanding restricted stock units | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' |
Common stock issuable upon conversion of convertible senior notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' |
Total shares reserved | 18,940 | 14,896 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock_Option_Plans_StockBased_
Stock Option Plans - Stock-Based Compensation Plans (Details) | 12 Months Ended | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
plan | Employee stock option [Member] | Employee stock option [Member] | 2012 Equity Incentive Plan [Member] | 2012 Equity Incentive Plan [Member] | 2012 Equity Incentive Plan [Member] | 2012 Equity Incentive Plan [Member] | |
Employee stock option [Member] | Employee stock option [Member] | Restricted stock [Member] | |||||
Maximum [Member] | Minimum [Member] | ||||||
Stock-based compensation: | ' | ' | ' | ' | ' | ' | ' |
Equity incentive plans held by the Company (number of plans) | 2 | ' | ' | ' | ' | ' | ' |
Term until award expiration | ' | ' | ' | ' | '10 years | ' | ' |
Award vesting period | ' | ' | ' | ' | '4 years | '3 years | '4 years |
Shares authorized for issuance (in shares) | ' | ' | ' | 20,316 | ' | ' | ' |
Options available for future grant under the stock plans | ' | 4,584 | 4,611 | ' | ' | ' | ' |
Award vesting rate, first year after grant date | ' | ' | ' | ' | ' | ' | 25.00% |
Award vesting period, first year after grant date | ' | ' | ' | ' | ' | ' | '1 year |
Annual percentage increase in number of shares authorized | ' | ' | ' | 5.00% | ' | ' | ' |
Share based compensation arrangement by share based payment award maximum number of additional shares to be authorized | ' | ' | ' | 3,724 | ' | ' | ' |
Stock_Option_Plans_Stock_Optio
Stock Option Plans - Stock Option Activity (Details) (USD $) | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Stock option activity under the Plan: | ' | ' | ' | ' |
Outstanding, beginning of period (in shares) | 9,636 | 10,705 | 9,711 | ' |
Options granted (in shares) | 1,618 | 2,243 | 2,533 | ' |
Options exercised (in shares) | -2,879 | -2,543 | -456 | ' |
Options forfeited and canceled (in shares) | -1,152 | -769 | -1,083 | ' |
Outstanding, end of period (in shares) | 7,223 | 9,636 | 10,705 | 9,711 |
Exercisable (in shares) | 4,000 | ' | ' | ' |
Vested and expected to vest (in shares) | 6,750 | ' | ' | ' |
Shares subject to options outstanding, weighted average exercise price: | ' | ' | ' | ' |
Balance at beginning of period (USD per share) | $8.17 | $5.63 | $3.83 | $3.15 |
Options granted (USD per share) | $17.46 | $10.29 | $6.33 | ' |
Options exercised (USD per share) | $4.69 | $1.95 | $2.63 | ' |
Options forfeited and canceled (USD per share) | $8.65 | $6.26 | $4.16 | ' |
Balance at end of period (USD per share) | $8.17 | $5.63 | $3.83 | $3.15 |
Exercisable (in USD per share) | $4.76 | ' | ' | ' |
Vested and expected to vest (in USD per share) | $7.77 | ' | ' | ' |
Weighted average remaining contractual term | '6 years 9 months 27 days | '7 years 3 months 29 days | '6 years 9 months 7 days | '6 years 2 months 4 days |
Weighted average remaining contractual term, Exercisable | '5 years 7 months 11 days | ' | ' | ' |
Weighted average remaining contractual term, Vested and expected to vest | '6 years 8 months 12 days | ' | ' | ' |
Aggregate intrinsic value | $180,543 | $64,719 | $44,466 | $21,619 |
Aggregate intrinsic value, exercisable | 113,648 | ' | ' | ' |
Aggregate intrinsic value, vested and expected to vest | 171,429 | ' | ' | ' |
Employee stock option [Member] | ' | ' | ' | ' |
Stock-based compensation: | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $9.50 | $5.65 | $6.33 | ' |
Stock option activity under the Plan: | ' | ' | ' | ' |
Outstanding, beginning of period (in shares) | 9,636 | ' | ' | ' |
Outstanding, end of period (in shares) | ' | 9,636 | ' | ' |
Shares subject to options outstanding, weighted average exercise price: | ' | ' | ' | ' |
Total intrinsic value of options exercised | 45,454 | 18,950 | 1,505 | ' |
Total proceeds from option exercises | 13,509 | 4,966 | 1,198 | ' |
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | 8,206 | 5,736 | 4,015 | ' |
Unamortized stock-based compensation expense | $15,680 | ' | ' | ' |
Average remaining vesting term | '2 years 4 months 6 days | ' | ' | ' |
Maximum [Member] | Employee stock option [Member] | ' | ' | ' | ' |
Fair value assumptions: | ' | ' | ' | ' |
Expected life | '6 years 29 days | '6 years 29 days | '6 years 29 days | ' |
Volatility | 61.00% | 60.00% | 61.00% | ' |
Risk-free interest rate | 1.80% | 1.20% | 2.50% | ' |
Minimum [Member] | Employee stock option [Member] | ' | ' | ' | ' |
Fair value assumptions: | ' | ' | ' | ' |
Expected life | '5 years 3 months 23 days | '5 years 6 months | '5 years 10 months 6 days | ' |
Volatility | 57.00% | 59.00% | 59.00% | ' |
Risk-free interest rate | 0.90% | 0.90% | 1.20% | ' |
Stock_Option_Plans_Restricted_
Stock Option Plans - Restricted Stock Units (Details) (Restricted stock units (RSUs) [Member], USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Restricted stock units (RSUs) [Member] | ' | ' | ' |
Stock-based compensation: | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 1,236 | 0 | ' |
RSU's Outstanding, Number of Shares: | ' | ' | ' |
Awarded at beginning of period (in shares) | 1 | 8 | 0 |
Awards assumed (in shares) | ' | ' | 23 |
Awards vested (in shares) | -1 | -6 | -15 |
Awards forfeited (in shares) | -22 | -1 | 0 |
Awarded at end of period (in shares) | 1,214 | 1 | 8 |
RSUs Outstanding, Granted Fair Value Per Unit: | ' | ' | ' |
Awarded at beginning of period (USD per share) | $7.98 | $7.98 | $0 |
Awards assumed (USD per share) | $28.94 | $0 | $7.98 |
Awards vested (USD per share) | $24.15 | $7.98 | $7.98 |
Awards forfeited (USD per share) | $24.61 | $7.98 | $0 |
Awarded at end of period (USD per share) | $29.57 | $7.98 | $7.98 |
Unamortized stock-based compensation expense | $25,627 | ' | ' |
Average remaining vesting term | '3 years 8 months 15 days | ' | ' |
Stock_Option_Plans_Employee_St
Stock Option Plans - Employee Stock Purchase Plan (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 30, 2012 |
In Thousands, unless otherwise specified | ESPP 2012 Plan [Member] | ESPP 2012 Plan [Member] | Employee stock purchase plan [Member] | Employee stock purchase plan [Member] | Employee stock purchase plan [Member] | Employee stock purchase plan [Member] | Employee stock purchase plan [Member] | ESPP 2012 Plan [Member] |
Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Employee stock purchase plan [Member] | ||||
Stock compensation plan [Member] | ||||||||
Stock-based compensation: | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment award number of shares authorized-ESPP | ' | ' | ' | ' | ' | ' | ' | 745 |
Share-based compensation arrangement by share-based payment award, maximum number of shares to be available for grant ESPP | ' | ' | ' | ' | ' | ' | ' | 1,490 |
Increase in common stock reserved and available for issuance ESPP | 759 | 646 | ' | ' | ' | ' | ' | ' |
Fair value assumptions: | ' | ' | ' | ' | ' | ' | ' | ' |
Expected life | ' | ' | ' | '6 months | '6 months | '6 months 14 days | '6 months 12 days | ' |
Volatility | ' | ' | ' | 38.00% | 46.00% | 40.00% | 51.00% | ' |
Risk-free interest rate | ' | ' | ' | ' | 13.00% | 0.10% | 15.00% | ' |
Dividend yield | ' | ' | 0.00% | ' | ' | ' | ' | ' |
Unamortized stock-based compensation expense | ' | ' | $497 | ' | ' | ' | ' | ' |
Average remaining vesting term | ' | ' | '4 months 15 days | ' | ' | ' | ' | ' |
Net_Loss_per_Share_Details
Net Loss per Share (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Numerator: | ' | ' | ' |
Net loss | ($27,531) | ($20,360) | ($20,141) |
Denominator: | ' | ' | ' |
Weighted average number of common shares used in computing basic and dluted net loss per share (in shares) | 34,874 | 24,056 | 4,005 |
Net loss per common share: | ' | ' | ' |
Basic and diluted net loss per share (in dollars per share) | ($0.79) | ($0.85) | ($5.03) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Total antidillutive securities excluded from computation of earnings per share | 13,687 | 9,776 | 49,847 |
Convertible preferred stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Total antidillutive securities excluded from computation of earnings per share | 0 | 0 | 39,134 |
Employee stock option [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Total antidillutive securities excluded from computation of earnings per share | 7,223 | 9,636 | 10,705 |
Employee stock purchase plan [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Total antidillutive securities excluded from computation of earnings per share | 89 | 133 | 0 |
Common stock subject to repurchase [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Total antidillutive securities excluded from computation of earnings per share | 1 | 4 | 6 |
Common stock warrants [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Total antidillutive securities excluded from computation of earnings per share | 2 | 2 | 2 |
Restricted stock units (RSUs) [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Total antidillutive securities excluded from computation of earnings per share | 1,214 | 1 | 0 |
Convertible debt [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Total antidillutive securities excluded from computation of earnings per share | 5,158 | 0 | 0 |
Segment_Reporting_Revenue_by_S
Segment Reporting - Revenue by Solution (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue from External Customer [Line Items] | ' | ' | ' |
Revenue | $137,931 | $106,295 | $81,838 |
Privacy, protection and security [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Revenue | 101,083 | 78,979 | 65,882 |
Archiving and governance [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Revenue | $36,848 | $27,316 | $15,956 |
Segment_Reporting_by_Geographi
Segment Reporting - by Geographic Area (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment reporting: | ' | ' | ' |
Revenue | $137,931 | $106,295 | $81,838 |
Total long-lived assets | 11,221 | 8,560 | ' |
United States [Member] | ' | ' | ' |
Segment reporting: | ' | ' | ' |
Revenue | 113,819 | 86,661 | 65,044 |
Total long-lived assets | 9,425 | 6,857 | ' |
Rest of world [Member] | ' | ' | ' |
Segment reporting: | ' | ' | ' |
Revenue | 24,112 | 19,634 | 16,794 |
Total long-lived assets | $1,796 | $1,703 | ' |
Income_Taxes_Domestic_and_Fore
Income Taxes - Domestic and Foreign Components of Loss Before Provision for Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | ' | ' | ' |
Domestic | ($34,284) | ($23,506) | ($17,566) |
Foreign | 3,945 | 3,667 | -2,205 |
Loss before benefit from (provision for) income taxes | ($30,339) | ($19,839) | ($19,771) |
Income_Taxes_Expense_for_Incom
Income Taxes - Expense for Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current Tax Expense | ' | ' | ' |
Federal | $0 | $0 | $0 |
State | 70 | 30 | 52 |
Foreign | 641 | 491 | 318 |
Total current | 711 | 521 | 370 |
Deferred Tax Expense | ' | ' | ' |
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | -3,519 | 0 | 0 |
Total deferred | -3,519 | 0 | 0 |
Total tax expense | ($2,808) | $521 | $370 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Income Tax Expense (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | ' | ' | ' |
Tax at federal statutory rate | ($10,315) | ($6,745) | ($6,722) |
Foreign income tax rate differential | -232 | -262 | 219 |
State, net of federal benefit | -1,130 | -822 | -821 |
Stock compensation charges | 636 | 1,256 | 1,091 |
SubPart F and other permanent items | 1,583 | 1,204 | 849 |
Provision to return & other | 937 | 1,074 | 850 |
Research and development credits | -2,112 | -1,061 | -1,427 |
Uncertain tax positions | 617 | 301 | 1,004 |
Valuation allowance | 7,208 | 5,576 | 5,327 |
Total tax expense | ($2,808) | $521 | $370 |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Tax Assets | ' | ' |
Net operating loss carryforwards | $60,280 | $44,045 |
Tax credit carryforwards | 8,228 | 6,639 |
Research expenditures | 3,314 | 4,567 |
Deferred revenue | 13,292 | 7,726 |
Stock compensation | 3,696 | 2,294 |
Fixed assets | 1,262 | 926 |
Tax deferred expense, reserves and accruals, other | 7,250 | 3,487 |
Total deferred tax assets | 97,322 | 69,684 |
Deferred Tax Liabilities | ' | ' |
Intangible assets and other | -7,769 | -990 |
Interest expense on convertible senior notes | -16,090 | 0 |
Valuation allowance | -71,052 | -68,694 |
Net deferred tax assets | 2,411 | 0 |
Deferred tax assets, net, current | 4,166 | 137 |
Deferred tax liabilities, net, noncurrent | $1,755 | $137 |
Income_Taxes_Unrecognized_Tax_
Income Taxes - Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ' | ' | ' |
Beginning balance | $2,740 | $2,526 | $1,464 |
Increase in balances related to tax positions taken during the current period | 618 | 357 | 651 |
Increase in balances related to tax positions taken during the prior period | 517 | ' | 411 |
Decrease in balances related to tax positions taken during the prior period | -40 | -135 | ' |
Decrease in balances related to statute expirations during the current period | -12 | -8 | ' |
Ending balance | $3,823 | $2,740 | $2,526 |
Income_Taxes_Other_Details
Income Taxes - Other (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax [Line Items] | ' | ' | ' |
Federal statutory income tax rate | 34.00% | 34.00% | 34.00% |
Valuation allowance increase | $2,400 | $3,700 | $6,400 |
Accrued interest and penalties | 8 | 178 | ' |
Liability recorded on interest and penalties | 233 | 183 | ' |
Uncertain tax benefits that would affect effective tax rate if recognized | 1,541 | 255 | 0 |
Foreign withholdings | 240 | ' | ' |
Undistributed earnings of foreign subsidiaries | 4,800 | ' | ' |
Estimated amount if earnings were repatriated | 570 | ' | ' |
Federal [Member] | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Operating loss carryforwards | 187,700 | 120,100 | ' |
Operating loss carryforwards, benefit recognized | 34,500 | 7,500 | ' |
State [Member] | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Operating loss carryforwards | 146,400 | 92,400 | ' |
Operating loss carryforwards, benefit recognized | 11,700 | 4,100 | ' |
Foreign [Member] | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Operating loss carryforwards | 3,900 | 4,700 | ' |
Research tax credit carryforward [Member] | Federal [Member] | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Tax credit carryforward | 4,200 | 3,200 | ' |
Research tax credit carryforward [Member] | State [Member] | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Tax credit carryforward | 5,900 | 4,700 | ' |
Research tax credit carryforward [Member] | Foreign [Member] | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Tax credit carryforward | 2,700 | 2,400 | ' |
Business acquisition, change in valuation allowance [Member] | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Valuation allowance increase | 12,300 | ' | ' |
Foreign deferred tax asset, change in valuation allowance [Member] | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Valuation allowance increase | 4,300 | ' | ' |
Convertible debt [Member] | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Valuation allowance increase | $16,200 | ' | ' |