Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 24, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | RP | |
Entity Registrant Name | REALPAGE INC | |
Entity Central Index Key | 1286225 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 79,566,097 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $27,787 | $26,936 |
Restricted cash | 104,207 | 85,543 |
Accounts receivable, less allowance for doubtful accounts of $2,759 and $2,363 at March 31, 2015 and December 31, 2014, respectively | 60,805 | 64,845 |
Prepaid expenses | 8,737 | 7,647 |
Deferred tax asset, net | 11,089 | 10,996 |
Other current assets | 1,928 | 1,848 |
Total current assets | 214,553 | 197,815 |
Property, equipment and software, net | 73,142 | 72,616 |
Goodwill | 193,385 | 193,378 |
Identified intangible assets, net | 94,757 | 100,085 |
Deferred tax asset, net | 3,952 | 2,537 |
Other assets | 4,889 | 5,059 |
Total assets | 584,678 | 571,490 |
Current liabilities: | ||
Accounts payable | 15,647 | 14,830 |
Accrued expenses and other current liabilities | 25,250 | 22,905 |
Current portion of deferred revenue | 72,161 | 73,485 |
Customer deposits held in restricted accounts | 104,145 | 85,489 |
Total current liabilities | 217,203 | 196,709 |
Deferred revenue | 7,000 | 6,903 |
Deferred tax liability, net | 4,596 | 5,196 |
Revolving credit facility | 15,000 | 20,000 |
Other long-term liabilities | 12,135 | 13,902 |
Total liabilities | 255,934 | 242,710 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value: 10,000,000 shares authorized and zero shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 0 | 0 |
Common stock, $0.001 par value: 125,000,000 shares authorized, 84,478,005 and 83,211,650 shares issued and 79,671,681 and 79,037,351 shares outstanding at March 31, 2015 and December 31, 2014, respectively | 84 | 83 |
Additional paid-in capital | 449,165 | 437,664 |
Treasury stock, at cost: 4,806,324 and 4,174,299 shares at March 31, 2015 and December 31, 2014, respectively | -43,164 | -33,398 |
Accumulated deficit | -76,968 | -75,360 |
Accumulated other comprehensive loss | -373 | -209 |
Total stockholders’ equity | 328,744 | 328,780 |
Total liabilities and stockholders’ equity | $584,678 | $571,490 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $2,759 | $2,363 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 84,478,005 | 83,211,650 |
Common stock, shares outstanding | 79,671,681 | 79,037,351 |
Treasury stock, shares | 4,806,324 | 4,174,299 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue: | ||
On demand | $106,460 | $97,008 |
On premise | 741 | 865 |
Professional and other | 3,269 | 2,690 |
Total revenue | 110,470 | 100,563 |
Cost of revenue | 47,724 | 39,927 |
Gross profit | 62,746 | 60,636 |
Operating expense: | ||
Product development | 17,977 | 14,841 |
Sales and marketing | 28,951 | 25,991 |
General and administrative | 18,863 | 20,929 |
Total operating expense | 65,791 | 61,761 |
Operating loss | -3,045 | -1,125 |
Interest expense and other, net | -267 | -222 |
Loss before income taxes | -3,312 | -1,347 |
Income tax benefit | -1,704 | -511 |
Net loss | ($1,608) | ($836) |
Net loss per share | ||
Basic (in dollars per share) | ($0.02) | ($0.01) |
Diluted (in dollars per share) | ($0.02) | ($0.01) |
Weighted average shares used in computing net loss per share | ||
Basic (in shares) | 76,956 | 76,722 |
Diluted (in shares) | 76,956 | 76,722 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net loss | ($1,608) | ($836) |
Other comprehensive loss—foreign currency translation adjustment | -164 | -14 |
Comprehensive loss | ($1,772) | ($850) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Treasury Shares |
In Thousands, unless otherwise specified | ||||||
Beginning Balance at Dec. 31, 2014 | $328,780 | $83 | $437,664 | ($209) | ($75,360) | ($33,398) |
Beginning Balance (in shares) at Dec. 31, 2014 | 83,212 | -4,174 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 54 | |||||
Exercise of stock options | 754 | 754 | ||||
Issuance of restricted stock (in shares) | 1,212 | -231 | ||||
Issuance of restricted stock | -1,818 | 1 | -1,819 | |||
Treasury stock purchase, at cost (in shares) | -401 | |||||
Treasury stock purchase, at cost | -7,947 | -7,947 | ||||
Stock-based compensation | 10,747 | 10,747 | ||||
Foreign currency translation | -164 | -164 | ||||
Net loss | -1,608 | -1,608 | ||||
Ending Balance at Mar. 31, 2015 | $328,744 | $84 | $449,165 | ($373) | ($76,968) | ($43,164) |
Ending Balance (in shares) at Mar. 31, 2015 | 84,478 | -4,806 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net loss | ($1,608) | ($836) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 10,611 | 9,504 |
Deferred tax benefit | -2,108 | -991 |
Stock-based compensation | 10,747 | 9,225 |
Loss on disposal and impairment of assets | 1,119 | 20 |
Acquisition-related contingent consideration | 377 | 167 |
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combinations: | ||
Accounts receivable | 4,040 | 4,115 |
Customer deposits | -8 | -1 |
Prepaid expenses and other current assets | -1,176 | -1,209 |
Other assets | 79 | -491 |
Accounts payable | 170 | 4,003 |
Accrued compensation, taxes and benefits | 1,372 | -1,874 |
Deferred revenue | -1,227 | -1,999 |
Other current and long-term liabilities | 110 | 3,993 |
Net cash provided by operating activities | 22,498 | 23,626 |
Cash flows from investing activities: | ||
Purchases of property, equipment and software | -6,182 | -7,262 |
Acquisition of businesses, net of cash acquired | 0 | -7,179 |
Net cash used in investing activities | -6,182 | -14,441 |
Cash flows from financing activities: | ||
Payments on revolving credit facility | -5,000 | 0 |
Deferred financing costs | -8 | 0 |
Payments on capital lease obligations | -143 | -139 |
Payments of deferred acquisition-related consideration | -1,139 | -720 |
Issuance of common stock | 755 | 1,275 |
Purchase of treasury stock | -9,766 | -1,993 |
Net cash used in financing activities | -15,301 | -1,577 |
Net increase in cash and cash equivalents | 1,015 | 7,608 |
Effect of exchange rate on cash | -164 | -14 |
Cash and cash equivalents: | ||
Beginning of period | 26,936 | 34,502 |
End of period | 27,787 | 42,096 |
Supplemental cash flow information: | ||
Cash paid for interest | 180 | 158 |
Cash paid for income taxes, net of refunds | 76 | 267 |
Non-cash investing activities: | ||
Accrued fixed assets | $647 | $287 |
The_Company
The Company | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
The Company | The Company |
RealPage, Inc., a Delaware corporation, and its subsidiaries, (the “Company” or “we” or “us”) is a provider of property management solutions that enable owners and managers of single family and a wide variety of multifamily rental property types to manage their marketing, pricing, screening, leasing, accounting, purchasing and other property operations. Our on demand software solutions are delivered through an integrated software platform that provides a single point of access and a shared repository of prospect, renter and property data. By integrating and streamlining a wide range of complex processes and interactions among the rental housing ecosystem of owners, managers, prospects, renters and service providers, our platform optimizes the property management process and improves the experience for all of these constituents. Our solutions enable property owners and managers to optimize revenues and reduce operating costs through higher occupancy, improved pricing methodologies, new sources of revenue from ancillary services, improved collections and more integrated and centralized processes. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | |
Basis of Presentation | ||
The accompanying unaudited consolidated financial statements and footnotes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations. We believe that the disclosures made are appropriate, conform to those rules and regulations and that the condensed or omitted information is not misleading. | ||
The unaudited consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim period presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year. | ||
These financial statements should be read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K filed with the SEC on March 2, 2015 (“Form 10-K”). | ||
Segment and Geographic Information | ||
Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a company-wide basis. As a result, we determined that the Company has a single reporting segment and operating unit structure. | ||
Principally, all of our revenue for the three months ended March 31, 2015 and 2014 was earned in the United States. | ||
Net long-lived tangible assets held were $67.6 million and $66.5 million in the United States, and $5.5 million and $6.1 million in our international subsidiaries at March 31, 2015 and December 31, 2014, respectively. | ||
Accounting Policies and Use of Estimates | ||
The preparation of financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include the allowance for doubtful accounts; the useful lives of intangible assets and the recoverability or impairment of tangible and intangible asset values; fair value measurements; purchase accounting allocations and contingent consideration; revenue and deferred revenue and related reserves; stock-based compensation and our effective income tax rate and the recoverability of deferred tax assets, which are based upon our expectations of future taxable income and allowable deductions. Actual results could differ from these estimates. For greater detail regarding these accounting policies and estimates, refer to our Form 10-K. | ||
Revenue Recognition | ||
We derive our revenue from three primary sources: our on demand software solutions, our on premise software solutions and professional and other services. We commence revenue recognition when all of the following conditions are met: | ||
• | there is persuasive evidence of an arrangement; | |
• | the solution and/or service has been provided to the customer; | |
• | the collection of the fees is probable; and | |
• | the amount of fees to be paid by the customer is fixed or determinable. | |
If the fees are not fixed or determinable, we recognize revenues when these criteria are met, which could be as payments become due from customers, or when amounts owed are collected. Accordingly, this may materially affect the timing of our revenue recognition and results of operations. | ||
For multi-element arrangements that include multiple software solutions and/or services, we allocate arrangement consideration to all deliverables that have stand-alone value based on their relative selling prices. In such circumstances, we utilize the following hierarchy to determine the selling price to be used for allocating revenue to deliverables as follows: | ||
• | Vendor specific objective evidence ("VSOE"), if available. The price at which we sell the element in a separate stand-alone transaction; | |
• | Third-party evidence of selling price ("TPE"), if VSOE of the selling price is not available. Evidence from us or other companies of the value of a largely interchangeable element in a transaction; and | |
• | Estimated selling price ("ESP"), if neither VSOE nor TPE of the selling price is available. Our best estimate of the stand-alone selling price of an element in a transaction. | |
Our process for determining ESP for deliverables without VSOE or TPE considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. Key factors primarily considered in developing ESP include prices charged by us for similar offerings when sold separately, pricing policies and approvals from standard pricing and other business objectives. | ||
From time to time, we sell on demand software solutions with professional services. In such cases, as each element has stand-alone value, we allocate arrangement consideration based on our ESP of the on demand software solution and VSOE of the selling price of the professional services. | ||
Taxes collected from customers and remitted to governmental authorities are presented on a net basis. | ||
On Demand Revenue | ||
Our on demand revenue consists of license and subscription fees, transaction fees related to certain of our software-enabled value-added services and commissions derived from us selling certain risk mitigation services. | ||
License and subscription fees are composed of a charge billed at the initial order date and monthly or annual subscription fees for accessing our on demand software solutions. The license fee billed at the initial order date is recognized as revenue on a straight-line basis over the longer of the contractual term or the period in which the customer is expected to benefit, which we consider to be three years. Recognition starts once the product has been activated. Revenue from monthly and annual subscription fees is recognized on a straight-line basis over the access period. | ||
We recognize revenue from transaction fees derived from certain of our software-enabled value-added services as the related services are performed. | ||
As part of our risk mitigation services to the rental housing industry, we act as an insurance agent and derive commission revenue from the sale of insurance products to individuals. The commissions are based upon a percentage of the premium that the insurance company charges to the policyholder and are subject to forfeiture in instances where a policyholder cancels prior to the end of the policy. If the policy is cancelled, our commissions are forfeited as a percent of the unearned premium. As a result, we recognize the commissions related to these services ratably over the policy term as the associated premiums are earned. Our contract with our underwriting partner provides for contingent commissions to be paid to us in accordance with the agreement. This agreement provides for a calculation that considers, on the policies sold by us, earned premiums less i) earned agent commissions; ii) a percent of premium retained by our underwriting partner; iii) incurred losses; and iv) profit retained by our underwriting partner during the time period. Our estimate of contingent commission revenue considers historical loss experience on the policies sold by us. | ||
On Premise Revenue | ||
Revenue from our on premise software solutions consist of an annual term license, which includes maintenance and support. Customers can renew their annual term license for additional one-year terms at renewal price levels. We recognize the annual term license on a straight-line basis over the contract term. | ||
In addition, we have arrangements that include perpetual licenses with maintenance and other services to be provided over a fixed term. We allocate and defer revenue equivalent to the VSOE of fair value for the undelivered elements and recognize the difference between the total arrangement fee and the amount deferred for the undelivered elements as revenue. We have determined that we do not have VSOE of fair value for our customer support and professional services in these specific arrangements. As a result, the elements within our multiple-element sales agreements do not qualify for treatment as separate units of accounting. Accordingly, we account for fees received under multiple-element arrangements with customer support or other professional services as a single unit of accounting and recognize the entire arrangement ratably over the longer of the customer support period or the period during which professional services are rendered. | ||
Professional and Other Revenue | ||
Professional and other revenue is recognized as the services are rendered for time and material contracts. Training revenues are recognized after the services are performed. | ||
Fair Value Measurements | ||
We measure certain financial assets and liabilities at fair value pursuant to a fair value hierarchy based on inputs to valuation techniques that are used to measure fair value which are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. See additional discussion of our fair value measurements at Note 11. | ||
Concentrations of Credit Risk | ||
Our cash accounts are maintained at various financial institutions and may, from time to time, exceed federally insured limits. The Company has not experienced any losses in such accounts. | ||
Concentrations of credit risk with respect to accounts receivable result from substantially all of our customers being in the multifamily rental housing market. Our customers, however, are dispersed across different geographic areas. We do not require collateral from customers. We maintain an allowance for losses based upon the expected collectability of accounts receivable. Accounts receivable are written off upon determination of non-collectability following established Company policies based on the aging from the accounts receivable invoice date. | ||
No single customer accounted for 10% or more of our revenue or accounts receivable for the three months ended March 31, 2015 or 2014. | ||
Recently Issued Accounting Standards | ||
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis and ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. | ||
ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations and securitization structures. ASU 2015-02 is effective for periods beginning after December 15, 2015, early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material effect on its financial statements. | ||
ASU 2015-03 is intended to simplify the presentation of debt issuance costs. The amendment requires that debt issuance costs related to a recognized liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendment is effective for interim and annual reporting periods beginning after December 15, 2015. The Company is currently assessing the potential impact of this guidance on its financial statements. | ||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This new standard will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The effective date for this guidance is January 1, 2017. The guidance can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. In April 2015, the FASB voted to propose a one year deferral of the effective date. The proposed deferral may permit early adoption, but would not allow adoption earlier than the original effective date of the standard. We have not yet selected a transition method or period nor have we determined the effect of the standard on our ongoing financial reporting. |
Acquisitions
Acquisitions | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||
Acquisitions | Acquisitions | ||||||||||||||||
2014 Acquisitions | |||||||||||||||||
InstaManager | |||||||||||||||||
In January 2014, we acquired certain assets from Bookt LLC, including the InstaManager product (“InstaManager”). InstaManager is a software-as-a-service vacation rental booking engine used by professional managers of vacation rental properties which offers marketing websites, online pricing and availability, online booking, automated reservations, payment processing and insurance sales. The acquisition of InstaManager expanded our product offerings to include property management software for the vacation rental market. | |||||||||||||||||
We acquired InstaManager for a purchase price of $9.2 million, consisting of a cash payment of $6.0 million at closing, a deferred cash payment of up to $1.0 million payable over two years after the acquisition date and contingent cash payments totaling up to $7.0 million if certain revenue targets are met for the twelve month periods ending March 31, 2015 and March 31, 2016. The initial fair value of the deferred cash payment and the contingent cash payments was $0.8 million and $2.4 million, respectively. The fair value of the deferred cash payments was estimated based on the present value, as of the date of acquisition, of anticipated future payments. The fair value of the contingent cash payments was based on management’s estimate of the fair value of the cash payment using a probability weighted discount model on the achievement of the specified revenue targets and is evaluated quarterly. Direct acquisition costs were less than $0.1 million and expensed as incurred. This acquisition was financed from cash flows from operations. | |||||||||||||||||
Acquired intangibles were recorded at their estimated fair value based on assumptions made by us. The acquired developed product technologies have a useful life of three years and are amortized on a straight-line basis. Goodwill and identified intangibles associated with this acquisition were deductible for tax purposes. Goodwill arising from the acquisition consists largely of the economies of scale expected from integrating InstaManager into our existing operating structure. We included the results of operations of this acquisition in our consolidated financial statements from the effective date of the acquisition. | |||||||||||||||||
We assigned an indefinite useful life to the trade name acquired, as we planned to use the trade name in the marketplace. In March 2015, we completed the integration of InstaManager with another vacation rental software business subsequently acquired and ceased use of the trade name at that time. As a result of this event, we assessed the InstaManager trade name for impairment. See further discussion of this analysis and conclusion at Note 5. | |||||||||||||||||
The contingent consideration revenue targets for the twelve month period ending March 31, 2015 were achieved, resulting in a contingent cash obligation of $0.5 million. We anticipate that this obligation will be paid in the second fiscal quarter of 2015. If the underlying revenue targets are met for the twelve months ending March 31, 2016, the related contingent consideration payment is expected to be paid in the second fiscal quarter of 2016. The aggregate fair value of the contingent cash payments was $2.8 million and $2.3 million at March 31, 2015 and December 31, 2014, respectively. During the three months ended March 31, 2015, we recognized a net loss of $0.4 million due to the changes in the estimated fair value of the contingent cash payments. No gain or loss was recognized during the three months ended March 31, 2014. | |||||||||||||||||
In February 2015, we made the first deferred cash payment of $0.5 million. The remaining deferred cash payment of $0.5 million, net of any offsetting amounts permitted under the agreement, is expected to be paid in March 2016. At March 31, 2015 and December 31, 2014, the total deferred cash obligation related to the acquisition of InstaManager, net of any adjustments permitted by the underlying agreement, was $0.5 million and $1.0 million, respectively. The deferred cash obligation was carried net of a discount of $0.1 million at March 31, 2015 and December 31, 2014 in the accompanying consolidated balance sheets. | |||||||||||||||||
Virtual Maintenance Manager | |||||||||||||||||
In March 2014, we acquired certain assets from Virtual Maintenance Manager LLC, including the Virtual Maintenance Manager product (“VMM”). VMM is a software-as-a-service application that facilitates the management of the end-to-end maintenance life cycle for single family and multifamily rental properties and provides property managers with enhanced visibility into their maintenance costs, manages resources and provides business control for property managers. We integrated VMM into our existing Propertyware products. | |||||||||||||||||
We acquired the VMM assets for a purchase price of $1.2 million, consisting of a cash payment of $1.0 million at closing, a deferred cash payment of up to $0.2 million payable over two years after the acquisition date and contingent cash payments of up to $2.0 million if certain revenue targets are met for the twelve months ending June 30, 2015 and June 30, 2016. The initial fair value of the deferred cash payment and the contingent cash payments was $0.2 million and less than $0.1 million, respectively. The fair value of the deferred cash payments was estimated based on the present value, as of the date of acquisition, of anticipated future payments. The fair value of the contingent cash payments was based on management’s estimate of the fair value of the cash payments using a probability weighted discount model on the achievement of the specified revenue targets and is evaluated quarterly. Direct acquisition costs were less than $0.1 million and expensed as incurred. This acquisition was financed from cash flows from operations. | |||||||||||||||||
Acquired intangibles were recorded at their estimated fair value based on assumptions made by us. The acquired developed product technologies have a useful life of three years amortized on a straight-line basis. Acquired customer relationships have a useful life of five years, which are amortized proportionately to the expected discounted cash flows derived from the asset. Goodwill and identified intangibles associated with this acquisition are deductible for tax purposes. Goodwill arising from the acquisition consists largely of the economies of scale expected from integrating VMM into our existing operating structure and from anticipated synergies with our existing products. We included the results of operations of this acquisition in our consolidated financial statements from the effective date of the acquisition. | |||||||||||||||||
The aggregate fair value of the contingent cash payments was zero and less than $0.1 million at March 31, 2015 and December 31, 2014, respectively. During the three months ended March 31, 2015, we recognized a net gain of less than $0.1 million due to changes in the estimated fair value of the contingent cash payments. No gain or loss was recognized during the three months ended March 31, 2014. At March 31, 2015 and December 31, 2014, the total deferred cash obligation related to the acquisition of VMM, net of any adjustments permitted by the underlying agreement, was $0.2 million. The deferred cash obligation was carried net of a discount of less than $0.1 million at March 31, 2015 and December 31, 2014 in the accompanying consolidated balance sheets. | |||||||||||||||||
Notivus | |||||||||||||||||
In May 2014, we acquired certain assets from Notivus Multi-Family LLC ("Notivus"). Notivus is a software-as-a-service application that provides an outsourced vendor credentialing solution to assist multifamily owners and managers in the credentialing and ongoing monitoring of their current and prospective vendors, suppliers and independent contractors. We subsequently integrated Notivus into our existing Compliance Depot products. | |||||||||||||||||
We acquired the Notivus assets for a purchase price of $4.4 million, consisting of a cash payment of $3.6 million at closing and a deferred cash payment of up to $0.8 million payable over two years after the acquisition date. The initial fair value of the deferred cash payment was approximately $0.8 million and was estimated based on the present value, as of the date of acquisition, of anticipated future payments. Direct acquisition costs were less than $0.1 million and expensed as incurred. This acquisition was financed from cash flows from operations. | |||||||||||||||||
Acquired intangible assets were recorded at their estimated fair value based on assumptions made by us. The acquired developed product technologies have a useful life of three years amortized on a straight-line basis. Goodwill and identified intangibles associated with this acquisition are deductible for tax purposes and consist largely of the economies of scale expected from integrating Notivus into our existing operating structure and from anticipated synergies with our existing products. We included the results of operations of this acquisition in our consolidated financial statements from the effective date of the acquisition. | |||||||||||||||||
At March 31, 2015 and December 31, 2014, the total deferred cash obligation related to the acquisition of Notivus, net of any adjustments permitted by the underlying agreement, was $0.8 million. The deferred cash obligation was carried net of a discount of less than $0.1 million at March 31, 2015 and December 31, 2014 in the accompanying consolidated balance sheets. | |||||||||||||||||
Kigo, Inc. | |||||||||||||||||
In June 2014, we acquired all of the issued and outstanding stock of Kigo, Inc. ("Kigo"). Kigo is a software-as-a-service vacation rental booking system based in the United States with operations in Spain. Kigo offers services for vacation rental property managers that include vacation rental calendars, scheduling, reservations, accounting, channel management, website design, payment processing and other tasks to aid the management of leads, revenue, resources and lodging calendars. We integrated our existing vacation rental products with Kigo and launched an enhanced version of the software in March 2015. | |||||||||||||||||
We acquired Kigo for a purchase price of $36.2 million, consisting of a cash payment of $30.7 million and a deferred cash payment of up to $5.5 million, payable over two and a half years after the acquisition date. Interest is accrued on the deferred cash payments at a rate equal to the one-month London Interbank Offered Rate ("LIBOR") plus a premium of 1.00% and is payable on the date the underlying principal is due. This acquisition was financed from proceeds from our revolving line of credit and cash flows from operations. Direct acquisition costs were $0.5 million and were expensed as incurred. | |||||||||||||||||
The acquired developed product technologies have a useful life of three years amortized on a straight-line basis. Acquired customer relationships have a useful life of ten years, which are amortized proportionately to the expected discounted cash flows derived from the asset. The trade name acquired has an indefinite useful life as we do not plan to cease using the trade name in the marketplace. Goodwill and identified intangibles associated with this acquisition are not deductible for tax purposes. Goodwill arising from the acquisition consists largely of the economies of scale expected from integrating Kigo into our existing operating structure and from anticipated synergies with our existing products. We included the results of operations of this acquisition in our consolidated financial statements from the effective date of this acquisition. | |||||||||||||||||
At March 31, 2015 and December 31, 2014, the total deferred cash obligation related to the acquisition of Kigo, net of any adjustments permitted by the underlying agreement, was $5.4 million. | |||||||||||||||||
We allocated the purchase price for InstaManager, VMM, Notivus and Kigo as follows: | |||||||||||||||||
InstaManager | VMM | Notivus | Kigo | ||||||||||||||
(in thousands) | |||||||||||||||||
Intangible assets: | |||||||||||||||||
Developed product technologies | $ | 4,490 | $ | 671 | $ | 1,840 | $ | 2,570 | |||||||||
Customer relationships | — | 200 | — | 1,120 | |||||||||||||
Trade names | 527 | — | — | 602 | |||||||||||||
Goodwill | 4,135 | 358 | 2,852 | 32,996 | |||||||||||||
Deferred revenue | (33 | ) | — | (156 | ) | — | |||||||||||
Net deferred taxes | — | — | — | (495 | ) | ||||||||||||
Net other liabilities | 55 | — | (141 | ) | (547 | ) | |||||||||||
Total purchase price | $ | 9,174 | $ | 1,229 | $ | 4,395 | $ | 36,246 | |||||||||
Acquisition Activity Prior to 2014 | |||||||||||||||||
We completed acquisitions in the years prior to 2014 for which acquisition-related contingent consideration was included in the purchase price and recorded at fair value. The liability established for the acquisition-related contingent consideration will continue to be re-evaluated on a quarterly basis and measured at the estimated fair value based on the probabilities, as determined by management, of achieving the respective targets. This evaluation will be performed until all of the targets have been met or terms of the respective agreements expire. As of March 31, 2015 and December 31, 2014, the aggregate fair value of contingent consideration obligations related to acquisitions completed prior to 2014 was $1.0 million and $1.8 million, respectively. During the three months ended March 31, 2015 and 2014, we recognized a net gain (loss) of $0.1 million and $(0.2) million, respectively, related to the change in fair value of these acquisition-related contingent consideration obligations. | |||||||||||||||||
During the three months ended March 31, 2015 and 2014, we paid deferred and contingent cash obligations related to acquisitions completed in years prior to 2014 in the aggregate amount of $0.7 million and $0.9 million, respectively. | |||||||||||||||||
Pro Forma Results of Acquisitions | |||||||||||||||||
The following table presents pro forma results of operations for the three months ended March 31, 2014 as if the aforementioned acquisitions had occurred at the beginning of the period presented. All of the above acquisitions were held for the entirety of the three months ended March 31, 2015. The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense, tax benefit and additional amortization resulting from the valuation of amortizable intangible assets. We prepared the pro forma financial information for the combined entities for comparative purposes only, and it is not indicative of what actual results would have been if the acquisitions had occurred at the beginning of the presented period, or of future periods. Pro forma results are presented in thousands, except per share amounts. | |||||||||||||||||
31-Mar-14 | |||||||||||||||||
Pro Forma | |||||||||||||||||
Revenue: | |||||||||||||||||
On demand | $ | 97,793 | |||||||||||||||
On premise | 865 | ||||||||||||||||
Professional and other | 2,690 | ||||||||||||||||
Total revenue | 101,348 | ||||||||||||||||
Net loss | $ | (1,186 | ) | ||||||||||||||
Net loss per common share | |||||||||||||||||
Basic | $ | (0.02 | ) | ||||||||||||||
Diluted | $ | (0.02 | ) |
Property_Equipment_and_Softwar
Property, Equipment and Software | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Equipment and Software | Property, Equipment and Software | |||||||
Property, equipment and software consisted of the following as of March 31, 2015 and December 31, 2014: | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
(in thousands) | ||||||||
Leasehold improvements | $ | 23,129 | $ | 22,943 | ||||
Data processing and communications equipment | 62,479 | 59,390 | ||||||
Furniture, fixtures and other equipment | 16,968 | 16,254 | ||||||
Software | 54,131 | 51,915 | ||||||
156,707 | 150,502 | |||||||
Less: Accumulated depreciation and amortization | (83,565 | ) | (77,886 | ) | ||||
Property, equipment and software, net | $ | 73,142 | $ | 72,616 | ||||
Depreciation and amortization expense for property, equipment and purchased software was $5.0 million and $4.2 million for the three months ended March 31, 2015 and 2014, respectively. This includes amortization related to assets acquired through capital leases. | ||||||||
The carrying amount of capitalized software development costs was $34.5 million and $32.5 million and related accumulated amortization totaled $11.4 million and $10.7 million at March 31, 2015 and December 31, 2014, respectively. Amortization expense related to capitalized software development costs totaled $0.7 million and $0.3 million during the three months ended March 31, 2015 and 2014, respectively. | ||||||||
We review in-progress software development projects on a periodic basis to ensure completion is assured and the development work will be placed into service as a new product or product enhancement. In March 2015, we identified four in-process software development projects for which the development work had ceased and it was determined the projects would be abandoned. Our analysis of the capitalized costs resulted in the conclusion that they had no value outside of the respective projects for which they were originally incurred. As a result, we recorded an impairment loss of $0.6 million during the three months ended March 31, 2015 related to these costs. The impairment charge is included in "Product development" in the accompanying Consolidated Statement of Operations. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | |||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets | |||||||||||||||||||||||||
The change in the carrying amount of goodwill, in thousands, for the three months ended March 31, 2015 is as follows: | ||||||||||||||||||||||||||
Balance at January 1, 2015 | $ | 193,378 | ||||||||||||||||||||||||
Other | 7 | |||||||||||||||||||||||||
Balance at March 31, 2015 | $ | 193,385 | ||||||||||||||||||||||||
Other intangible assets consisted of the following at March 31, 2015 and December 31, 2014: | ||||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||||||||
Weighted Average Amortization Period | Carrying | Accumulated | Net | Carrying | Accumulated | Net | ||||||||||||||||||||
Amount | Amortization | Amount | Amortization | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||||||||||||
Developed technologies | 3.2 years | $ | 55,308 | $ | (41,533 | ) | $ | 13,775 | $ | 55,212 | $ | (39,343 | ) | $ | 15,869 | |||||||||||
Customer relationships | 8.9 years | 86,753 | (46,834 | ) | 39,919 | 86,753 | (44,264 | ) | 42,489 | |||||||||||||||||
Vendor relationships | 4.0 years | 5,650 | (5,399 | ) | 251 | 5,650 | (5,273 | ) | 377 | |||||||||||||||||
Total finite-lived intangible assets | 6.6 years | 147,711 | (93,766 | ) | 53,945 | 147,615 | (88,880 | ) | 58,735 | |||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||||||||
Trade names | 40,812 | — | 40,812 | 41,350 | — | 41,350 | ||||||||||||||||||||
Total intangible assets | $ | 188,523 | $ | (93,766 | ) | $ | 94,757 | $ | 188,965 | $ | (88,880 | ) | $ | 100,085 | ||||||||||||
Amortization of finite-lived intangible assets was $4.9 million and $5.0 million for the three months ended March 31, 2015 and 2014, respectively. | ||||||||||||||||||||||||||
In March 2015, the Company completed the integration of the InstaManager and Kigo platforms into a single solution licensed under the Kigo name. Subsequent to this integration, InstaManager ceased to exist as a separate solution and the Company discontinued the use of the trade name to market or identify the software. Additionally, subsequent to the integration, the Company ceased use of the trade name in customer-facing communications, removed the dedicated website maintained by the Company for the InstaManager product and ceased separately identifying costs and revenues for Kigo and InstaManager. Due to these changes in circumstance, the Company evaluated the InstaManager trade name for impairment and concluded an impairment in the amount of $0.5 million existed at March 31, 2015. The charge related to this impairment is included in "General and administrative" in the accompanying Consolidated Statements of Operations. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt |
Credit Facility Opened September 2014 | |
On September 30, 2014, the Company entered into a new agreement for a secured revolving credit facility to refinance our outstanding revolving loans. The new credit facility provides an aggregate principal amount of up to $200.0 million, with sublimits of $10.0 million for the issuance of letters of credit and for $20.0 million of swingline loans. The credit facility also allows us, subject to certain conditions, to request additional term loans or revolving commitments up to an aggregate principal amount of $150.0 million, plus an amount that would not cause our consolidated net leverage ratio, which is a ratio of the Company’s consolidated funded indebtedness to its consolidated EBIDTA, to exceed 3.25 to 1.00. Advances under the credit facility may be voluntarily prepaid and re-borrowed. At our option, the revolving loans accrue interest at a per annum rate equal to either LIBOR, plus a margin ranging from 1.25% to 1.75%, or the Base Rate, plus a margin ranging from 0.25% to 0.75%. The base LIBOR rate is, at our discretion, equal to either one, two, three or six month LIBOR. The Base Rate is defined as the greater of Wells Fargo's prime rate, the Federal Funds Rate plus 0.50% or one month LIBOR plus 1.00%. In each case, the applicable margin is determined based upon our consolidated net leverage ratio. The interest is due and payable quarterly, in arrears, for loans bearing interest at the Base Rate and at the end of the applicable interest period in the case of loans bearing interest at the adjusted LIBOR. The credit facility is secured by substantially all of our assets, and certain of our existing and future material domestic subsidiaries are required to guaranty our obligations under the credit facility. We are also required to comply with customary affirmative and negative covenants, as well as a consolidated net leverage ratio and an interest coverage ratio. All outstanding principal and accrued and unpaid interest is due upon the credit facility's maturity on September 30, 2019. | |
As of March 31, 2015 and December 31, 2014, we had $15.0 million and $20.0 million, respectively, outstanding principal under our revolving line of credit. As of March 31, 2015, $185.0 million was available under our revolving line of credit of which $10.0 million was available for the issuance of letters of credit. We had unamortized debt issuance costs of $1.2 million and $1.3 million at March 31, 2015 and December 31, 2014, respectively. As of March 31, 2015, we were in compliance with the covenants under our credit facility. | |
Previous Credit Facility | |
Our previous secured revolving credit facility had an aggregate principal amount of up to $150.0 million, subject to a borrowing formula, with a sublimit of $10.0 million for the issuance of letters of credit on our behalf. At our option, the borrowings accrued interest at a per annum rate equal to either LIBOR or Wells Fargo’s prime rate (or, if greater, the federal funds rate plus 0.50% or three month LIBOR plus 1.00%), in each case plus a margin ranging from 2.00% to 2.50%, in the case of LIBOR loans, and 0.0% to 0.25% in the case of prime rate loans, in each case based upon our senior leverage ratio. The interest was due and payable monthly, in arrears, for loans bearing interest at the prime rate and at the end of the applicable one, two or three month interest period in the case of loans bearing interest at the adjusted LIBOR rate. | |
In May 2014, we entered into an amendment to the previous credit facility. Under the terms of the amendment, the restrictive covenants were amended to permit us to repurchase up to $75.0 million of our common stock, subject to certain conditions. Additionally, the fixed charge coverage ratio was replaced with a new minimum interest expense coverage ratio and the capital expenditures limitations were increased. | |
In June 2014, we entered into a second amendment to the previous credit facility. Under the terms of the amendment, the parties to the credit facility consented to the acquisition of Kigo as a "Permitted Acquisition," as defined in the credit facility, and would be excluded from the calculation of the Aggregated Permitted Acquisition Limit. Additionally, the amendment increased the value of our equipment that could be in the hands of our employees, consultants or customers in the ordinary course of business to $2.5 million and amended the definition of "Aggregate Permitted Acquisition Limit" to $150.0 million, plus an additional $100.0 million if certain conditions are met. |
Stockbased_Compensation
Stock-based Compensation | 3 Months Ended | ||
Mar. 31, 2015 | |||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Stock-based Compensation | Stock-based Compensation | ||
In January 2015, the Company adopted the First Amendment to the Company's Amended and Restated 2010 Equity Incentive Plan. The amendment prohibits the repricing of stock options and stock appreciation rights other than in connection with a change in the Company's corporate structure. | |||
In February 2015, we granted 582,710 shares of restricted stock which require the achievement of certain market-based conditions to become eligible to vest. The shares become eligible to vest based on the achievement of the following conditions: | |||
Number of Shares | Condition to Become Eligible to Vest | ||
30,000 | After the grant date and prior to July 1, 2017, the average closing price per share of the Company's common stock equals or exceeds $25.00 for twenty consecutive trading days | ||
30,000 | After the grant date and prior to July 1, 2017, the average closing price per share of the Company's common stock equals or exceeds $30.00 for twenty consecutive trading days | ||
231,355 | After the grant date and prior to July 1, 2018, the average closing price per share of the Company's common stock equals or exceeds $30.00 for twenty consecutive trading days | ||
261,355 | After the grant date and prior to July 1, 2018, the average closing price per share of the Company's common stock equals or exceeds $35.00 for twenty consecutive trading days | ||
30,000 | After the grant date and prior to July 1, 2018, the average closing price per share of the Company's common stock equals or exceeds $40.00 for twenty consecutive trading days | ||
Shares that become eligible to vest, if any, become Eligible Shares. Eligible Shares vest 25% per quarter over the four calendar quarters following the date they become Eligible Shares. However, all unvested Eligible Shares will be fully vested on July 1, 2018. | |||
In March 2015, we granted 1,748,890 options with an exercise price of $19.76 and 466,266 shares of restricted stock. These grants vest ratably on a quarterly basis over a period of twelve quarters. During the same period we granted 162,695 shares of restricted stock which vest on April 1, 2015 and July 1, 2015. | |||
All stock options and restricted stock were granted under the Amended and Restated 2010 Equity Incentive Plan, as amended. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||
Commitments and Contingencies | Commitments and Contingencies | |||||||
Lease Commitments | ||||||||
In the first quarter of 2013, we entered into a capital lease agreement for software that expires in 2016. We recognize lease expense on a straight-line basis over the lease term. | ||||||||
The assets under capital lease were as follows at March 31, 2015 and December 31, 2014: | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
(in thousands) | ||||||||
Software | $ | 1,977 | $ | 1,977 | ||||
Less: Accumulated amortization | (1,252 | ) | (1,110 | ) | ||||
Assets under capital lease, net | $ | 725 | $ | 867 | ||||
The future minimum lease payments required under the capital leases and the present value of the net minimum lease payments, in thousands, as of March 31, 2015 were as follows: | ||||||||
2015 | $ | 442 | ||||||
2016 | 294 | |||||||
Total minimum lease payments | $ | 736 | ||||||
Less amount representing average interest at 2.2% | (11 | ) | ||||||
725 | ||||||||
Less current portion | 578 | |||||||
Long-term portion | $ | 147 | ||||||
The Company leases office facilities and equipment for various terms under long-term, non-cancellable operating lease agreements. The leases expire at various dates through 2020 and provide for renewal options. The agreements generally require the Company to pay for executory costs such as real estate taxes, insurance and repairs. | ||||||||
Guarantor Arrangements | ||||||||
We have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The term of the indemnification period is for the officer or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have a director and officer insurance policy that limits our exposure and enables us to recover a portion of any future amounts paid. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. Accordingly, we had no liabilities recorded for these agreements as of March 31, 2015 or December 31, 2014. | ||||||||
In the ordinary course of our business, we include standard indemnification provisions in our agreements with customers. Pursuant to these provisions, we indemnify our customers for losses suffered or incurred in connection with third-party claims that our products infringed upon any U.S. patent, copyright, trademark or other intellectual property right. Where applicable, we generally limit such infringement indemnities to those claims directed solely to our products and not in combination with other software or products. With respect to our products, we also generally reserve the right to resolve any such claims by designing a non-infringing alternative, by obtaining a license on reasonable terms or by terminating our relationship with the customer and refunding the customer’s fees. | ||||||||
The potential amount of future payments to defend lawsuits or settle indemnified claims under these indemnification provisions is unlimited in certain agreements; however, we believe the estimated fair value of these indemnification provisions is minimal, and, accordingly, we had no liabilities recorded for these agreements as of March 31, 2015 or December 31, 2014. | ||||||||
Litigation | ||||||||
From time to time, in the normal course of our business, we are a party to litigation matters and claims. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and our view of these matters may change in the future as the litigation and events related thereto unfold. We expense legal fees as incurred. Insurance recoveries associated with legal costs incurred are recorded when they are deemed probable of recovery. | ||||||||
We review the status of each matter and record a provision for a liability when we consider both that it is probable that a liability has been incurred and that the amount of the loss can be reasonably estimated. These provisions are reviewed quarterly and adjusted as additional information becomes available. If either or both of the criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses beyond those already accrued, may be incurred. If there is a reasonable possibility that a material loss (or additional material loss in excess of any existing accrual) may be incurred, we disclose an estimate of the amount of loss or range of losses, either individually or in the aggregate, as appropriate, if such an estimate can be made, or disclose that an estimate of loss cannot be made. An unfavorable outcome in any legal matter, if material, could have an adverse effect on our operations, financial position, liquidity and results of operations. | ||||||||
During the three months ended March 31, 2014, we expensed $4.7 million, inclusive of the settlements and other associated costs, related to litigation settled during that period. The litigation related to reimbursement claims made against us, each by a primary and an excess layer errors and omissions insurance carrier. The carriers were seeking reimbursement of claims formerly funded by them relating to a litigation matter settled in 2012. | ||||||||
We are involved in other litigation matters not listed above but we believe that any reasonably possible adverse outcome of these matters would not be material either individually or in the aggregate at this time. Our view of the matters not listed may change in the future as the litigation and events related to those unfold. |
Net_Loss_Per_Share
Net Loss Per Share | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Net Loss Per Share | Net Loss Per Share | |||||||||||
Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by using the weighted average number of common shares outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options and restricted stock using the treasury stock method. Weighted average shares from common share equivalents in the amount of 1,969,119 and 1,597,747 were excluded from the dilutive shares outstanding because their effect was anti-dilutive for the three months ended March 31, 2015 and 2014, respectively. | ||||||||||||
The following table presents the calculation of basic and diluted net loss per share: | ||||||||||||
Three Months Ended | ||||||||||||
March 31, | ||||||||||||
2015 | 2014 | |||||||||||
(in thousands, except per share amounts) | ||||||||||||
Numerator: | ||||||||||||
Net loss | $ | (1,608 | ) | $ | (836 | ) | ||||||
Denominator: | ||||||||||||
Basic: | ||||||||||||
Weighted average common shares used in computing basic net loss per share | 76,956 | 76,722 | ||||||||||
Diluted: | ||||||||||||
Add weighted average effect of dilutive securities: | ||||||||||||
Stock options and restricted stock | — | — | ||||||||||
Weighted average common shares used in computing diluted net loss per share | 76,956 | 76,722 | ||||||||||
Net loss share: | ||||||||||||
Basic | $ | (0.02 | ) | $ | (0.01 | ) | ||||||
Diluted | $ | (0.02 | ) | $ | (0.01 | ) |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
We make estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. | |
Our provision for income taxes in interim periods is based on our estimated annual effective tax rate. We record cumulative adjustments in the quarter in which a change in the estimated annual effective rate is determined. The estimated annual effective tax rate calculation does not include the effect of discrete events that may occur during the year. The effect of these events, if any, is recorded in the quarter in which the event occurs. | |
Our effective income tax rate was 51.4% and 37.9% for the three months ended March 31, 2015 and 2014, respectively. Our effective tax rate fluctuated from the statutory rate predominantly due to a mix of earnings among various international tax jurisdictions; state taxes; and permanent differences, including stock compensation and the non-deductibility of contingent consideration related to acquisitions completed in prior years, in relation to our results of operations before income taxes. | |
The Company plans to filed amended 2013 and 2012 tax returns for selected states to correct certain items that were improperly deducted as detected by the Company subsequent to the initial filings. The primary effect of the amended returns did not result in a current tax liability and reduced the Company's net operating loss deferred tax asset by approximately $1.0 million at December 31, 2014. |
Fair_Value_Measurements_Fair_V
Fair Value Measurements Fair Value Measurements | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||
The Company records certain financial liabilities at fair value on a recurring basis. The Company determines fair values based on the price it would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. | ||||||||||||||||
The prescribed fair value hierarchy and related valuation methodologies are as follows: | ||||||||||||||||
Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2 - Inputs are 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, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. | ||||||||||||||||
Level 3 - Inputs are derived from valuation techniques in which one of the significant inputs or value drivers are unobservable. | ||||||||||||||||
The categorization of an asset or liability within the fair value hierarchy is based on the inputs described above and does not necessarily correspond to the Company’s perceived risk of that asset or liability. Moreover, the methods used by the Company may produce a fair value calculation that is not indicative of the net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments and non-financial assets and liabilities could result in a different fair value measurement at the reporting date. | ||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis: | ||||||||||||||||
Contingent consideration obligations | ||||||||||||||||
The fair value of contingent consideration obligations is estimated using a probability weighted discount model which considers the achievement of the conditions upon which the respective contingent obligation is dependent. The probability of achieving the specified conditions is assessed by applying a Monte Carlo weighted-average model. Inputs into the valuation model include a discount rate specific to the acquired entity, a measure of the estimated volatility and the risk free rate of return. There were no changes in our valuation methodology during the periods ended March 31, 2015 and December 31, 2014. | ||||||||||||||||
Significant unobservable inputs used in the contingent consideration fair value measurements included the following at March 31, 2015 and December 31, 2014: | ||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Discount rates | 22.3 - 60.5% | 22.5 - 64.0% | ||||||||||||||
Volatility rates | 42.0 - 47.0% | 45.0 - 48.0% | ||||||||||||||
Risk free rate of return | 0.1% - 0.2% | 0.1% - 0.2% | ||||||||||||||
In addition to the inputs described above, the fair value estimates consider the projected future operating or financial results for the factor upon which the respective contingent obligation is dependent. The fair value estimates are generally sensitive to changes in these projections. We develop the projected future operating results based on an analysis of historical results, market conditions and the expected impact of anticipated changes in our overall business and/or product strategies. | ||||||||||||||||
The following table discloses the liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014: | ||||||||||||||||
Fair value at March 31, 2015 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Contingent consideration related to the acquisition of: | ||||||||||||||||
Active Building | $ | 870 | $ | — | $ | — | $ | 870 | ||||||||
MyBuilding | 140 | — | — | 140 | ||||||||||||
InstaManager | 2,781 | — | — | 2,781 | ||||||||||||
$ | 3,791 | $ | — | $ | — | $ | 3,791 | |||||||||
Fair value at December 31, 2014 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Contingent consideration related to the acquisition of: | ||||||||||||||||
Active Building | $ | 1,566 | $ | — | $ | — | $ | 1,566 | ||||||||
MyBuilding | 248 | — | — | 248 | ||||||||||||
InstaManager | 2,335 | — | — | 2,335 | ||||||||||||
VMM | 1 | — | — | 1 | ||||||||||||
$ | 4,150 | $ | — | $ | — | $ | 4,150 | |||||||||
There were no assets measured at fair value on a recurring basis at March 31, 2015 or December 31, 2014. | ||||||||||||||||
The following table summarizes the changes in the fair value of our Level 3 liabilities for the three months ended March 31, 2015 and 2014: | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2015 | 2014 | |||||||||||||||
(in thousands) | ||||||||||||||||
Balance at beginning of period | $ | 4,150 | $ | 1,827 | ||||||||||||
Initial contingent consideration | — | 4,895 | ||||||||||||||
Settlements through cash payments | (687 | ) | — | |||||||||||||
Net gain on change in fair value | 327 | 179 | ||||||||||||||
Other changes | 1 | — | ||||||||||||||
Balance at end of period | $ | 3,791 | $ | 6,901 | ||||||||||||
Net gains or losses on the change in the fair value of the contingent consideration obligations are included in the "General and administrative" line in the accompanying Consolidated Statements of Operations. | ||||||||||||||||
Assets and liabilities measured at fair value on a non-recurring basis: | ||||||||||||||||
Assets measured at fair value on a non-recurring basis as of March 31, 2015 consisted of an indefinite-lived intangible asset. Due to a change in circumstance, the Company assessed the InstaManager trade name for impairment during the period ended March 31, 2015. The impairment analysis included comparing the estimated fair value of the trade name to its carrying value. We used a discounted cash flow model to estimate the fair value of the trade name. Cash flows were estimated by applying a royalty rate to the estimated future revenues generated by the InstaManager trade name. Significant unobservable inputs used in deriving the fair value include the royalty rate applied to the projected revenue stream and the discount rate used to determine the present value of the estimated future cash flows. Through the application of this model, we concluded the fair value of the trade name was $0 at March 31, 2015 and recognized an impairment charge in income. The analysis resulted in the recognition of an impairment charge in the amount of $0.5 million during the three months ended March 31, 2015. See Note 5 for further discussion of the impairment. We believe that the methods and assumptions used to determine the fair value of the trade name are reasonable. Based on the significant unobservable inputs required, we concluded that the estimate should be classified as Level 3 measurement. | ||||||||||||||||
There were no liabilities measured at fair value on a non-recurring basis at March 31, 2015. There were no assets or liabilities measured at fair value on a non-recurring basis at December 31, 2014. We estimated the fair value of the asset group by discounting the estimated future cash flows, adjusted to reflect the expectations of market participants, to their present value. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation | |
The accompanying unaudited consolidated financial statements and footnotes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations. We believe that the disclosures made are appropriate, conform to those rules and regulations and that the condensed or omitted information is not misleading. | ||
The unaudited consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim period presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year. | ||
These financial statements should be read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K filed with the SEC on March 2, 2015 (“Form 10-K”). | ||
Segment and Geographic Information | Segment and Geographic Information | |
Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a company-wide basis. As a result, we determined that the Company has a single reporting segment and operating unit structure. | ||
Accounting Policies and Use of Estimates | Accounting Policies and Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include the allowance for doubtful accounts; the useful lives of intangible assets and the recoverability or impairment of tangible and intangible asset values; fair value measurements; purchase accounting allocations and contingent consideration; revenue and deferred revenue and related reserves; stock-based compensation and our effective income tax rate and the recoverability of deferred tax assets, which are based upon our expectations of future taxable income and allowable deductions. Actual results could differ from these estimates. For greater detail regarding these accounting policies and estimates, refer to our Form 10-K. | ||
Revenue Recognition | Revenue Recognition | |
We derive our revenue from three primary sources: our on demand software solutions, our on premise software solutions and professional and other services. We commence revenue recognition when all of the following conditions are met: | ||
• | there is persuasive evidence of an arrangement; | |
• | the solution and/or service has been provided to the customer; | |
• | the collection of the fees is probable; and | |
• | the amount of fees to be paid by the customer is fixed or determinable. | |
If the fees are not fixed or determinable, we recognize revenues when these criteria are met, which could be as payments become due from customers, or when amounts owed are collected. Accordingly, this may materially affect the timing of our revenue recognition and results of operations. | ||
For multi-element arrangements that include multiple software solutions and/or services, we allocate arrangement consideration to all deliverables that have stand-alone value based on their relative selling prices. In such circumstances, we utilize the following hierarchy to determine the selling price to be used for allocating revenue to deliverables as follows: | ||
• | Vendor specific objective evidence ("VSOE"), if available. The price at which we sell the element in a separate stand-alone transaction; | |
• | Third-party evidence of selling price ("TPE"), if VSOE of the selling price is not available. Evidence from us or other companies of the value of a largely interchangeable element in a transaction; and | |
• | Estimated selling price ("ESP"), if neither VSOE nor TPE of the selling price is available. Our best estimate of the stand-alone selling price of an element in a transaction. | |
Our process for determining ESP for deliverables without VSOE or TPE considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. Key factors primarily considered in developing ESP include prices charged by us for similar offerings when sold separately, pricing policies and approvals from standard pricing and other business objectives. | ||
From time to time, we sell on demand software solutions with professional services. In such cases, as each element has stand-alone value, we allocate arrangement consideration based on our ESP of the on demand software solution and VSOE of the selling price of the professional services. | ||
Taxes collected from customers and remitted to governmental authorities are presented on a net basis. | ||
On Demand Revenue | ||
Our on demand revenue consists of license and subscription fees, transaction fees related to certain of our software-enabled value-added services and commissions derived from us selling certain risk mitigation services. | ||
License and subscription fees are composed of a charge billed at the initial order date and monthly or annual subscription fees for accessing our on demand software solutions. The license fee billed at the initial order date is recognized as revenue on a straight-line basis over the longer of the contractual term or the period in which the customer is expected to benefit, which we consider to be three years. Recognition starts once the product has been activated. Revenue from monthly and annual subscription fees is recognized on a straight-line basis over the access period. | ||
We recognize revenue from transaction fees derived from certain of our software-enabled value-added services as the related services are performed. | ||
As part of our risk mitigation services to the rental housing industry, we act as an insurance agent and derive commission revenue from the sale of insurance products to individuals. The commissions are based upon a percentage of the premium that the insurance company charges to the policyholder and are subject to forfeiture in instances where a policyholder cancels prior to the end of the policy. If the policy is cancelled, our commissions are forfeited as a percent of the unearned premium. As a result, we recognize the commissions related to these services ratably over the policy term as the associated premiums are earned. Our contract with our underwriting partner provides for contingent commissions to be paid to us in accordance with the agreement. This agreement provides for a calculation that considers, on the policies sold by us, earned premiums less i) earned agent commissions; ii) a percent of premium retained by our underwriting partner; iii) incurred losses; and iv) profit retained by our underwriting partner during the time period. Our estimate of contingent commission revenue considers historical loss experience on the policies sold by us. | ||
On Premise Revenue | ||
Revenue from our on premise software solutions consist of an annual term license, which includes maintenance and support. Customers can renew their annual term license for additional one-year terms at renewal price levels. We recognize the annual term license on a straight-line basis over the contract term. | ||
In addition, we have arrangements that include perpetual licenses with maintenance and other services to be provided over a fixed term. We allocate and defer revenue equivalent to the VSOE of fair value for the undelivered elements and recognize the difference between the total arrangement fee and the amount deferred for the undelivered elements as revenue. We have determined that we do not have VSOE of fair value for our customer support and professional services in these specific arrangements. As a result, the elements within our multiple-element sales agreements do not qualify for treatment as separate units of accounting. Accordingly, we account for fees received under multiple-element arrangements with customer support or other professional services as a single unit of accounting and recognize the entire arrangement ratably over the longer of the customer support period or the period during which professional services are rendered. | ||
Professional and Other Revenue | ||
Professional and other revenue is recognized as the services are rendered for time and material contracts. Training revenues are recognized after the services are performed. | ||
Fair Value Measurements | Fair Value Measurements | |
We measure certain financial assets and liabilities at fair value pursuant to a fair value hierarchy based on inputs to valuation techniques that are used to measure fair value which are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. See additional discussion of our fair value measurements at Note 11. | ||
Concentrations of Credit Risk | Concentrations of Credit Risk | |
Our cash accounts are maintained at various financial institutions and may, from time to time, exceed federally insured limits. The Company has not experienced any losses in such accounts. | ||
Concentrations of credit risk with respect to accounts receivable result from substantially all of our customers being in the multifamily rental housing market. Our customers, however, are dispersed across different geographic areas. We do not require collateral from customers. We maintain an allowance for losses based upon the expected collectability of accounts receivable. Accounts receivable are written off upon determination of non-collectability following established Company policies based on the aging from the accounts receivable invoice date. | ||
Recently Issued Accounting Standards | Recently Issued Accounting Standards | |
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis and ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. | ||
ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations and securitization structures. ASU 2015-02 is effective for periods beginning after December 15, 2015, early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material effect on its financial statements. | ||
ASU 2015-03 is intended to simplify the presentation of debt issuance costs. The amendment requires that debt issuance costs related to a recognized liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendment is effective for interim and annual reporting periods beginning after December 15, 2015. The Company is currently assessing the potential impact of this guidance on its financial statements. | ||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This new standard will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The effective date for this guidance is January 1, 2017. The guidance can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. In April 2015, the FASB voted to propose a one year deferral of the effective date. The proposed deferral may permit early adoption, but would not allow adoption earlier than the original effective date of the standard. We have not yet selected a transition method or period nor have we determined the effect of the standard on our ongoing financial reporting. |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||
Allocated Purchase Price | We allocated the purchase price for InstaManager, VMM, Notivus and Kigo as follows: | ||||||||||||||||
InstaManager | VMM | Notivus | Kigo | ||||||||||||||
(in thousands) | |||||||||||||||||
Intangible assets: | |||||||||||||||||
Developed product technologies | $ | 4,490 | $ | 671 | $ | 1,840 | $ | 2,570 | |||||||||
Customer relationships | — | 200 | — | 1,120 | |||||||||||||
Trade names | 527 | — | — | 602 | |||||||||||||
Goodwill | 4,135 | 358 | 2,852 | 32,996 | |||||||||||||
Deferred revenue | (33 | ) | — | (156 | ) | — | |||||||||||
Net deferred taxes | — | — | — | (495 | ) | ||||||||||||
Net other liabilities | 55 | — | (141 | ) | (547 | ) | |||||||||||
Total purchase price | $ | 9,174 | $ | 1,229 | $ | 4,395 | $ | 36,246 | |||||||||
Pro Forma Financial Information | We prepared the pro forma financial information for the combined entities for comparative purposes only, and it is not indicative of what actual results would have been if the acquisitions had occurred at the beginning of the presented period, or of future periods. Pro forma results are presented in thousands, except per share amounts. | ||||||||||||||||
31-Mar-14 | |||||||||||||||||
Pro Forma | |||||||||||||||||
Revenue: | |||||||||||||||||
On demand | $ | 97,793 | |||||||||||||||
On premise | 865 | ||||||||||||||||
Professional and other | 2,690 | ||||||||||||||||
Total revenue | 101,348 | ||||||||||||||||
Net loss | $ | (1,186 | ) | ||||||||||||||
Net loss per common share | |||||||||||||||||
Basic | $ | (0.02 | ) | ||||||||||||||
Diluted | $ | (0.02 | ) |
Property_Equipment_and_Softwar1
Property, Equipment and Software (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Components of Property, Equipment and Software | Property, equipment and software consisted of the following as of March 31, 2015 and December 31, 2014: | |||||||
March 31, 2015 | December 31, 2014 | |||||||
(in thousands) | ||||||||
Leasehold improvements | $ | 23,129 | $ | 22,943 | ||||
Data processing and communications equipment | 62,479 | 59,390 | ||||||
Furniture, fixtures and other equipment | 16,968 | 16,254 | ||||||
Software | 54,131 | 51,915 | ||||||
156,707 | 150,502 | |||||||
Less: Accumulated depreciation and amortization | (83,565 | ) | (77,886 | ) | ||||
Property, equipment and software, net | $ | 73,142 | $ | 72,616 | ||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||
Change in Carrying Amount of Goodwill | The change in the carrying amount of goodwill, in thousands, for the three months ended March 31, 2015 is as follows: | |||||||||||||||||||||||||
Balance at January 1, 2015 | $ | 193,378 | ||||||||||||||||||||||||
Other | 7 | |||||||||||||||||||||||||
Balance at March 31, 2015 | $ | 193,385 | ||||||||||||||||||||||||
Other Intangible Assets | Other intangible assets consisted of the following at March 31, 2015 and December 31, 2014: | |||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||||||||
Weighted Average Amortization Period | Carrying | Accumulated | Net | Carrying | Accumulated | Net | ||||||||||||||||||||
Amount | Amortization | Amount | Amortization | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||||||||||||
Developed technologies | 3.2 years | $ | 55,308 | $ | (41,533 | ) | $ | 13,775 | $ | 55,212 | $ | (39,343 | ) | $ | 15,869 | |||||||||||
Customer relationships | 8.9 years | 86,753 | (46,834 | ) | 39,919 | 86,753 | (44,264 | ) | 42,489 | |||||||||||||||||
Vendor relationships | 4.0 years | 5,650 | (5,399 | ) | 251 | 5,650 | (5,273 | ) | 377 | |||||||||||||||||
Total finite-lived intangible assets | 6.6 years | 147,711 | (93,766 | ) | 53,945 | 147,615 | (88,880 | ) | 58,735 | |||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||||||||
Trade names | 40,812 | — | 40,812 | 41,350 | — | 41,350 | ||||||||||||||||||||
Total intangible assets | $ | 188,523 | $ | (93,766 | ) | $ | 94,757 | $ | 188,965 | $ | (88,880 | ) | $ | 100,085 | ||||||||||||
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 3 Months Ended | ||
Mar. 31, 2015 | |||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Schedule of vesting conditions for Restricted Stock granted | The shares become eligible to vest based on the achievement of the following conditions: | ||
Number of Shares | Condition to Become Eligible to Vest | ||
30,000 | After the grant date and prior to July 1, 2017, the average closing price per share of the Company's common stock equals or exceeds $25.00 for twenty consecutive trading days | ||
30,000 | After the grant date and prior to July 1, 2017, the average closing price per share of the Company's common stock equals or exceeds $30.00 for twenty consecutive trading days | ||
231,355 | After the grant date and prior to July 1, 2018, the average closing price per share of the Company's common stock equals or exceeds $30.00 for twenty consecutive trading days | ||
261,355 | After the grant date and prior to July 1, 2018, the average closing price per share of the Company's common stock equals or exceeds $35.00 for twenty consecutive trading days | ||
30,000 | After the grant date and prior to July 1, 2018, the average closing price per share of the Company's common stock equals or exceeds $40.00 for twenty consecutive trading days |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||
Assets under Capital Lease | The assets under capital lease were as follows at March 31, 2015 and December 31, 2014: | |||||||
March 31, 2015 | December 31, 2014 | |||||||
(in thousands) | ||||||||
Software | $ | 1,977 | $ | 1,977 | ||||
Less: Accumulated amortization | (1,252 | ) | (1,110 | ) | ||||
Assets under capital lease, net | $ | 725 | $ | 867 | ||||
Aggregate Annual Rental Commitments | The future minimum lease payments required under the capital leases and the present value of the net minimum lease payments, in thousands, as of March 31, 2015 were as follows: | |||||||
2015 | $ | 442 | ||||||
2016 | 294 | |||||||
Total minimum lease payments | $ | 736 | ||||||
Less amount representing average interest at 2.2% | (11 | ) | ||||||
725 | ||||||||
Less current portion | 578 | |||||||
Long-term portion | $ | 147 | ||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Calculation of Basic and Diluted Net Income Per Share | The following table presents the calculation of basic and diluted net loss per share: | |||||||||||
Three Months Ended | ||||||||||||
March 31, | ||||||||||||
2015 | 2014 | |||||||||||
(in thousands, except per share amounts) | ||||||||||||
Numerator: | ||||||||||||
Net loss | $ | (1,608 | ) | $ | (836 | ) | ||||||
Denominator: | ||||||||||||
Basic: | ||||||||||||
Weighted average common shares used in computing basic net loss per share | 76,956 | 76,722 | ||||||||||
Diluted: | ||||||||||||
Add weighted average effect of dilutive securities: | ||||||||||||
Stock options and restricted stock | — | — | ||||||||||
Weighted average common shares used in computing diluted net loss per share | 76,956 | 76,722 | ||||||||||
Net loss share: | ||||||||||||
Basic | $ | (0.02 | ) | $ | (0.01 | ) | ||||||
Diluted | $ | (0.02 | ) | $ | (0.01 | ) |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||
Schedule of contingent consideration related to acquisitions | The following table discloses the liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014: | |||||||||||||||
Fair value at March 31, 2015 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Contingent consideration related to the acquisition of: | ||||||||||||||||
Active Building | $ | 870 | $ | — | $ | — | $ | 870 | ||||||||
MyBuilding | 140 | — | — | 140 | ||||||||||||
InstaManager | 2,781 | — | — | 2,781 | ||||||||||||
$ | 3,791 | $ | — | $ | — | $ | 3,791 | |||||||||
Fair value at December 31, 2014 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Contingent consideration related to the acquisition of: | ||||||||||||||||
Active Building | $ | 1,566 | $ | — | $ | — | $ | 1,566 | ||||||||
MyBuilding | 248 | — | — | 248 | ||||||||||||
InstaManager | 2,335 | — | — | 2,335 | ||||||||||||
VMM | 1 | — | — | 1 | ||||||||||||
$ | 4,150 | $ | — | $ | — | $ | 4,150 | |||||||||
Schedule of change in level 3 fair values | The following table summarizes the changes in the fair value of our Level 3 liabilities for the three months ended March 31, 2015 and 2014: | |||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2015 | 2014 | |||||||||||||||
(in thousands) | ||||||||||||||||
Balance at beginning of period | $ | 4,150 | $ | 1,827 | ||||||||||||
Initial contingent consideration | — | 4,895 | ||||||||||||||
Settlements through cash payments | (687 | ) | — | |||||||||||||
Net gain on change in fair value | 327 | 179 | ||||||||||||||
Other changes | 1 | — | ||||||||||||||
Balance at end of period | $ | 3,791 | $ | 6,901 | ||||||||||||
Recurring | ||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||
Schedule of fair value inputs | Significant unobservable inputs used in the contingent consideration fair value measurements included the following at March 31, 2015 and December 31, 2014: | |||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Discount rates | 22.3 - 60.5% | 22.5 - 64.0% | ||||||||||||||
Volatility rates | 42.0 - 47.0% | 45.0 - 48.0% | ||||||||||||||
Risk free rate of return | 0.1% - 0.2% | 0.1% - 0.2% |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Schedule Of Significant Accounting Policies [Line Items] | ||
Primary sources of revenue | 3 | |
Length of Expected Customer Benefit of License Fees Billed at Initial Order Date | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Expected length of time of benefit from license fees | 3 years | |
United States | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Net long-lived assets | 67.6 | $66.50 |
International Subsidiaries | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Net long-lived assets | 5.5 | $6.10 |
Acquisitions_2014_Acquisitions
Acquisitions - 2014 Acquisitions (Details) (USD $) | 3 Months Ended | 1 Months Ended | ||||||
Mar. 31, 2015 | Mar. 31, 2014 | Feb. 28, 2015 | Jan. 31, 2014 | Mar. 31, 2014 | 31-May-14 | Jun. 30, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||||||
Gain (loss) recognized due to change in fair value of cash consideration | $377,000 | $167,000 | ||||||
InstaManager | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase price | 9,200,000 | |||||||
Cash portion of purchase price | 6,000,000 | |||||||
Deferred cash payment amount related to acquisition | 500,000 | 1,000,000 | ||||||
Length of time for acquisition deferred cash payment to be made | 2 years | |||||||
Additional future cash payment related to acquisition | 500,000 | 7,000,000 | ||||||
Total deferred cash obligation | 500,000 | 1,000,000 | ||||||
Deferred cash obligation discount | 100,000 | 100,000 | ||||||
Fair value of deferred cash payment | 800,000 | |||||||
Contingent cash obligation/payment | 500,000 | 2,400,000 | ||||||
Fair value of contingent cash payment | 2,800,000 | 2,300,000 | ||||||
Gain (loss) recognized due to change in fair value of cash consideration | -400,000 | |||||||
Direct acquisition costs | 100,000 | |||||||
VMM | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase price | 1,200,000 | |||||||
Cash portion of purchase price | 1,000,000 | |||||||
Deferred cash payment amount related to acquisition | 200,000 | |||||||
Length of time for acquisition deferred cash payment to be made | 2 years | |||||||
Additional future cash payment related to acquisition | 2,000,000 | |||||||
Total deferred cash obligation | 200,000 | 200,000 | ||||||
Deferred cash obligation discount | 100,000 | 100,000 | ||||||
Fair value of deferred cash payment | 200,000 | 200,000 | ||||||
Contingent cash obligation/payment | 0 | 100,000 | 100,000 | 100,000 | ||||
Gain (loss) recognized due to change in fair value of cash consideration | 100,000 | |||||||
Direct acquisition costs | 100,000 | 100,000 | ||||||
Notivus | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase price | 4,400,000 | |||||||
Cash portion of purchase price | 3,600,000 | |||||||
Deferred cash payment amount related to acquisition | 800,000 | |||||||
Length of time for acquisition deferred cash payment to be made | 2 years | |||||||
Total deferred cash obligation | 800,000 | 800,000 | ||||||
Deferred cash obligation discount | 100,000 | 100,000 | ||||||
Fair value of deferred cash payment | 800,000 | |||||||
Direct acquisition costs | 100,000 | |||||||
Kigo | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase price | 36,200,000 | |||||||
Cash portion of purchase price | 30,700,000 | |||||||
Deferred cash payment amount related to acquisition | 5,500,000 | |||||||
Length of time for acquisition deferred cash payment to be made | 2 years 6 months | |||||||
Total deferred cash obligation | 5,400,000 | 5,400,000 | ||||||
Direct acquisition costs | $500,000 | |||||||
Developed product technologies | InstaManager | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortized useful life of acquired intangible assets | 3 years | |||||||
Developed product technologies | VMM | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortized useful life of acquired intangible assets | 3 years | |||||||
Developed product technologies | Notivus | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortized useful life of acquired intangible assets | 3 years | |||||||
Developed product technologies | Kigo | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortized useful life of acquired intangible assets | 3 years | |||||||
Customer relationships | VMM | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortized useful life of acquired intangible assets | 5 years | |||||||
Customer relationships | Kigo | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortized useful life of acquired intangible assets | 10 years 0 months 0 days | |||||||
LIBOR | Kigo | ||||||||
Business Acquisition [Line Items] | ||||||||
Variable basis spread | 1.00% |
Acquisitions_Allocated_Purchas
Acquisitions - Allocated Purchase Price (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2014 | 31-May-14 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $193,385 | $193,378 | ||||
InstaManager | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 4,135 | |||||
Deferred revenue | -33 | |||||
Net deferred taxes | 0 | |||||
Net other liabilities | 55 | |||||
Total purchase price | 9,174 | |||||
VMM | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 358 | |||||
Deferred revenue | 0 | |||||
Net deferred taxes | 0 | |||||
Net other liabilities | 0 | |||||
Total purchase price | 1,229 | |||||
Notivus | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 2,852 | |||||
Deferred revenue | -156 | |||||
Net deferred taxes | 0 | |||||
Net other liabilities | -141 | |||||
Total purchase price | 4,395 | |||||
Kigo | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 32,996 | |||||
Deferred revenue | 0 | |||||
Net deferred taxes | -495 | |||||
Net other liabilities | -547 | |||||
Total purchase price | 36,246 | |||||
Developed product technologies | InstaManager | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 4,490 | |||||
Developed product technologies | VMM | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 671 | |||||
Developed product technologies | Notivus | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 1,840 | |||||
Developed product technologies | Kigo | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 2,570 | |||||
Customer relationships | InstaManager | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 0 | |||||
Customer relationships | VMM | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 200 | |||||
Customer relationships | Notivus | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 0 | |||||
Customer relationships | Kigo | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 1,120 | |||||
Trade names | InstaManager | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 527 | |||||
Trade names | VMM | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 0 | |||||
Trade names | Notivus | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 0 | |||||
Trade names | Kigo | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $602 |
Acquisitions_Activity_Prior_to
Acquisitions - Activity Prior to 2014 (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Gain (loss) recognized due to change in fair value of cash consideration | $377,000 | $167,000 | |
Acquisitions Prior to 2014 | |||
Business Acquisition [Line Items] | |||
Fair value of contingent payments | 1,000,000 | 1,800,000 | |
Gain (loss) recognized due to change in fair value of cash consideration | 100,000 | -200,000 | |
Payments related to acquisitions | $700,000 | $900,000 |
Acquisitions_Pro_Forma_Financi
Acquisitions - Pro Forma Financial Information (Details) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 |
Revenue: | |
On demand | $97,793 |
On premise | 865 |
Professional and other | 2,690 |
Total revenue | 101,348 |
Net loss | ($1,186) |
Net loss per common share | |
Basic (in dollars per share) | ($0.02) |
Diluted (in dollars per share) | ($0.02) |
Property_Equipment_and_Softwar2
Property, Equipment and Software - Components of Property, Equipment and Software (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $156,707 | $150,502 |
Less: Accumulated depreciation and amortization | -83,565 | -77,886 |
Property, equipment and software, net | 73,142 | 72,616 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 23,129 | 22,943 |
Data Processing and Communications Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 62,479 | 59,390 |
Furniture, Fixtures, and Other Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 16,968 | 16,254 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $54,131 | $51,915 |
Property_Equipment_and_Softwar3
Property, Equipment and Software - Additional Information (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | |||
Carrying amount of capitalized software development costs | $34.50 | $32.50 | |
Accumulated depreciation of capitalized software development costs | -11.4 | -10.7 | |
Depreciation and amortization expense for property, equipment and software | 5 | 4.2 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense for property, equipment and software | 0.7 | 0.3 | |
Impairment loss | $0.60 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Change in Carrying Amount of Goodwill (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Goodwill [Roll Forward] | |
Beginning balance | $193,378 |
Other | 7 |
Ending balance | $193,385 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Amortization Period | 6 years 7 months 6 days | |
Finite-lived intangible assets, Carrying Amount | $147,711 | $147,615 |
Finite-lived intangible assets, Accumulated Amortization | -93,766 | -88,880 |
Finite-lived intangible assets, Net | 53,945 | 58,735 |
Total intangible assets, Carrying Amount | 188,523 | 188,965 |
Total intangible assets, Net | 94,757 | 100,085 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, Accumulated Amortization | 40,812 | 41,350 |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Amortization Period | 3 years 2 months 12 days | |
Finite-lived intangible assets, Carrying Amount | 55,308 | 55,212 |
Finite-lived intangible assets, Accumulated Amortization | -41,533 | -39,343 |
Finite-lived intangible assets, Net | 13,775 | 15,869 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Amortization Period | 8 years 10 months 24 days | |
Finite-lived intangible assets, Carrying Amount | 86,753 | 86,753 |
Finite-lived intangible assets, Accumulated Amortization | -46,834 | -44,264 |
Finite-lived intangible assets, Net | 39,919 | 42,489 |
Vendor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Amortization Period | 4 years | |
Finite-lived intangible assets, Carrying Amount | 5,650 | 5,650 |
Finite-lived intangible assets, Accumulated Amortization | -5,399 | -5,273 |
Finite-lived intangible assets, Net | $251 | $377 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Additional Information (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $4.90 | $5 |
Trade names | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Impairment of intangible asset | $0.50 |
Debt_Details
Debt (Details) (USD $) | 6 Months Ended | 3 Months Ended | |||
Jun. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | 31-May-14 | |
Line of Credit Facility [Line Items] | |||||
Line of credit facility, additional borrowing capacity | $150,000,000 | ||||
Revolving credit facility | 15,000,000 | 20,000,000 | |||
Revolving line of credit facility, available borrowing capacity | 185,000,000 | ||||
Issuance of letters of credit outstanding, amount | 10,000,000 | ||||
Unamortized debt issuance costs | 1,200,000 | 1,300,000 | |||
Authorized amount of common stock repurchase | 75,000,000 | ||||
Value of equipment in hands of employees, consultants, or customers | 2,500,000 | ||||
Aggregate permitted acquisition limit | 150,000,000 | ||||
Additional borrowing capacity under certain conditions | 100,000,000 | ||||
Federal Funds Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on interest rate | 0.50% | ||||
LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on interest rate | 1.00% | ||||
LIBOR | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on interest rate | 2.00% | ||||
LIBOR | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on interest rate | 2.50% | ||||
Prime Rate | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on interest rate | 0.00% | ||||
Prime Rate | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on interest rate | 0.25% | ||||
Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 150,000,000 | 200,000,000 | |||
Ratio of indebtedness | 3.25 | ||||
Revolving Credit Facility | Federal Funds Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on interest rate | 0.50% | ||||
Revolving Credit Facility | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on interest rate | 1.00% | ||||
Revolving Credit Facility | LIBOR | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on interest rate | 1.25% | ||||
Revolving Credit Facility | LIBOR | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on interest rate | 1.75% | ||||
Revolving Credit Facility | Base Rate | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on interest rate | 0.25% | ||||
Revolving Credit Facility | Base Rate | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on interest rate | 0.75% | ||||
Standby Letters of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Sub limit for issuance of letters of credit | 10,000,000 | 10,000,000 | |||
Swingline Loan | |||||
Line of Credit Facility [Line Items] | |||||
Sub limit for issuance of letters of credit | $20,000,000 |
Stockbased_Compensation_Detail
Stock-based Compensation (Details) (USD $) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2015 | Feb. 28, 2015 | Mar. 31, 2015 | |
2010 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
2010 Equity Incentive Plan | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted options | 1,748,890 | ||
Exercise price (in dollars per share) | 19.76 | ||
2010 Equity Incentive Plan | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 466,266 | 582,710 | |
Vesting condition 1 | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 30,000 | ||
Number of consecutive trading days required to calculate average price per share | 20 days | ||
Minimum price per common stock for vesting eligibility | $25 | ||
Vesting condition 2 | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 30,000 | ||
Number of consecutive trading days required to calculate average price per share | 20 days | ||
Minimum price per common stock for vesting eligibility | $30 | ||
Vesting condition 3 | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 231,355 | ||
Number of consecutive trading days required to calculate average price per share | 20 days | ||
Minimum price per common stock for vesting eligibility | $30 | ||
Vesting condition 3 | 2010 Equity Incentive Plan | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Vesting condition 4 | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 261,355 | ||
Number of consecutive trading days required to calculate average price per share | 20 days | ||
Minimum price per common stock for vesting eligibility | $35 | ||
Vesting condition 5 | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 30,000 | ||
Number of consecutive trading days required to calculate average price per share | 20 days | ||
Minimum price per common stock for vesting eligibility | $40 | ||
April 2015 | 2010 Equity Incentive Plan | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted options | 162,695 | ||
July 2015 | 2010 Equity Incentive Plan | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted options | 162,695 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Assets under Capital Lease (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Software | $1,977 | $1,977 |
Less: Accumulated amortization | -1,252 | -1,110 |
Assets under capital lease, net | $725 | $867 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Aggregate Annual Rental Commitments (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $442 |
2016 | 294 |
Total minimum lease payments | 736 |
Less amount representing average interest at 2.2% | -11 |
Total | 725 |
Less current portion | 578 |
Long-term portion | $147 |
Capital lease, average interest rate | 2.20% |
Commitments_and_Contingencies_3
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation settlement expense | $4.70 |
Net_Loss_Per_Share_Additional_
Net Loss Per Share - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Shares excluded from dilutive shares outstanding because their effect was anti-dilutive | 1,969,119 | 1,597,747 |
Net_Loss_Per_Share_Calculation
Net Loss Per Share - Calculation of Basic and Diluted Net Income Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Numerator: | ||
Net loss | ($1,608) | ($836) |
Basic: | ||
Weighted average common shares used in computing basic net loss per share | 76,956 | 76,722 |
Add weighted average effect of dilutive securities: | ||
Stock options and restricted stock | 0 | 0 |
Weighted average common shares used in computing diluted net loss per share | 76,956 | 76,722 |
Net loss share: | ||
Basic (in dollars per share) | ($0.02) | ($0.01) |
Diluted (in dollars per share) | ($0.02) | ($0.01) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 51.40% | 37.90% | |
Increase (decrease) in NOL deferred tax asset | ($1) |
Fair_Value_Measurements_Valuat
Fair Value Measurements - Valuation Inputs (Details) (Recurring, Contingent Consideration) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Discount rates | 22.30% | 22.50% |
Volatility rates | 42.00% | 45.00% |
Risk free rate of return | 0.10% | 0.10% |
Maximum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Discount rates | 60.50% | 64.00% |
Volatility rates | 47.00% | 48.00% |
Risk free rate of return | 0.20% | 0.20% |
Fair_Value_Measurements_Contin
Fair Value Measurements - Contingent Consideration (Details) (Contingent Consideration, USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | $3,791 | $4,150 | $6,901 | $1,827 |
Recurring | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 3,791 | 4,150 | ||
Recurring | Level 1 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | 0 | ||
Recurring | Level 2 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | 0 | ||
Recurring | Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 3,791 | 4,150 | ||
Recurring | Active Building LLC | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 870 | 1,566 | ||
Recurring | Active Building LLC | Level 1 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | 0 | ||
Recurring | Active Building LLC | Level 2 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | 0 | ||
Recurring | Active Building LLC | Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 870 | 1,566 | ||
Recurring | MyBuilding Inc. | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 140 | 248 | ||
Recurring | MyBuilding Inc. | Level 1 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | 0 | ||
Recurring | MyBuilding Inc. | Level 2 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | 0 | ||
Recurring | MyBuilding Inc. | Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 140 | 248 | ||
Recurring | InstaManager | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 2,781 | 2,335 | ||
Recurring | InstaManager | Level 1 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | 0 | ||
Recurring | InstaManager | Level 2 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | 0 | ||
Recurring | InstaManager | Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 2,781 | 2,335 | ||
Recurring | VMM | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 1 | |||
Recurring | VMM | Level 1 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | |||
Recurring | VMM | Level 2 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | |||
Recurring | VMM | Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | $1 |
Fair_Value_Measurements_Change
Fair Value Measurements - Changes in Level 3 Fair Values (Details) (Level 3, Contingent Consideration, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Level 3 | Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of period | $4,150 | $1,827 |
Initial contingent consideration | 0 | 4,895 |
Settlements through cash payments | -687 | 0 |
Net gain on change in fair value | 327 | 179 |
Other changes | 1 | 0 |
Other changes | $3,791 | $6,901 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Details) (Trade names, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Impairment of intangible asset | $500,000 |
Nonrecurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of intangible asset | $0 |