Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 24, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | RP | |
Entity Registrant Name | REALPAGE INC | |
Entity Central Index Key | 1,286,225 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 79,185,238 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 29,322 | $ 26,936 |
Restricted cash | 99,494 | 85,543 |
Accounts receivable, less allowance for doubtful accounts of $2,147 and $2,363 at June 30, 2015 and December 31, 2014, respectively | 65,478 | 64,845 |
Prepaid expenses | 8,524 | 7,647 |
Deferred tax asset, net | 11,111 | 10,996 |
Other current assets | 1,203 | 1,848 |
Total current assets | 215,132 | 197,815 |
Property, equipment and software, net | 70,831 | 72,616 |
Goodwill | 220,555 | 193,378 |
Identified intangible assets, net | 113,550 | 100,085 |
Deferred tax asset, net | 1,445 | 2,537 |
Other assets | 4,895 | 5,059 |
Total assets | 626,408 | 571,490 |
Current liabilities: | ||
Accounts payable | 17,323 | 14,830 |
Accrued expenses and other current liabilities | 33,929 | 22,905 |
Current portion of deferred revenue | 74,650 | 73,485 |
Customer deposits held in restricted accounts | 99,618 | 85,489 |
Total current liabilities | 225,520 | 196,709 |
Deferred revenue | 7,063 | 6,903 |
Deferred tax liability, net | 3,202 | 5,196 |
Revolving credit facility | 50,000 | 20,000 |
Other long-term liabilities | 13,259 | 13,902 |
Total liabilities | $ 299,044 | $ 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 June 30, 2015 and December 31, 2014, respectively | $ 0 | $ 0 |
Common stock, $0.001 par value: 125,000,000 shares authorized, 82,990,920 and 83,211,650 shares issued and 79,266,900 and 79,037,351 shares outstanding at June 30, 2015 and December 31, 2014, respectively | 83 | 83 |
Additional paid-in capital | 451,316 | 437,664 |
Treasury stock, at cost: 3,724,020 and 4,174,299 shares at June 30, 2015 and December 31, 2014, respectively | (21,814) | (33,398) |
Accumulated deficit | (101,776) | (75,360) |
Accumulated other comprehensive loss | (445) | (209) |
Total stockholders’ equity | 327,364 | 328,780 |
Total liabilities and stockholders’ equity | $ 626,408 | $ 571,490 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 2,147 | $ 2,363 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 82,990,920 | 83,211,650 |
Common stock, shares outstanding | 79,266,900 | 79,037,351 |
Treasury stock, shares | 3,724,020 | 4,174,299 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue: | ||||
On demand | $ 110,640 | $ 91,606 | $ 217,100 | $ 188,614 |
On premise | 726 | 826 | 1,467 | 1,691 |
Professional and other | 3,396 | 2,556 | 6,665 | 5,246 |
Total revenue | 114,762 | 94,988 | 225,232 | 195,551 |
Cost of revenue | 49,557 | 42,115 | 97,281 | 82,042 |
Gross profit | 65,205 | 52,873 | 127,951 | 113,509 |
Operating expense: | ||||
Product development | 18,084 | 15,941 | 36,061 | 30,782 |
Sales and marketing | 29,823 | 28,030 | 58,774 | 54,021 |
General and administrative | 20,037 | 16,819 | 38,900 | 37,748 |
Total operating expense | 67,944 | 60,790 | 133,735 | 122,551 |
Operating loss | (2,739) | (7,917) | (5,784) | (9,042) |
Interest expense and other, net | (390) | (204) | (657) | (426) |
Loss before income taxes | (3,129) | (8,121) | (6,441) | (9,468) |
Income tax expense (benefit) | 189 | (1,830) | (1,515) | (2,341) |
Net loss | $ (3,318) | $ (6,291) | $ (4,926) | $ (7,127) |
Net loss per share | ||||
Basic (in dollars per share) | $ (0.04) | $ (0.08) | $ (0.06) | $ (0.09) |
Diluted (in dollars per share) | $ (0.04) | $ (0.08) | $ (0.06) | $ (0.09) |
Weighted average shares used in computing net loss per share | ||||
Basic (in shares) | 76,799 | 77,283 | 76,877 | 77,004 |
Diluted (in shares) | 76,799 | 77,283 | 76,877 | 77,004 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (3,318) | $ (6,291) | $ (4,926) | $ (7,127) |
Other comprehensive loss—foreign currency translation adjustment | (72) | 5 | (236) | (9) |
Comprehensive loss | $ (3,390) | $ (6,286) | $ (5,162) | $ (7,136) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Equity - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Treasury Shares |
Beginning Balance (in shares) at Dec. 31, 2014 | 83,212,000 | (4,174,000) | ||||
Beginning Balance at Dec. 31, 2014 | $ 328,780 | $ 83 | $ 437,664 | $ (209) | $ (75,360) | $ (33,398) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 118,000 | |||||
Exercise of stock options | 1,468 | $ 1 | 1,467 | |||
Issuance of restricted stock (in shares) | 1,360,000 | (515,000) | ||||
Issuance of restricted stock | $ (3,936) | $ 1 | $ (3,937) | |||
Issuance of common stock (in shares) | 39,000 | (2,000) | ||||
Retirement of treasury shares (in shares) | (1,737,899) | 1,738,000 | ||||
Retirement of treasury shares | $ (2) | (9,175) | (21,490) | $ 30,667 | ||
Treasury stock purchase, at cost (in shares) | (771,304) | (771,000) | ||||
Treasury stock purchase, at cost | $ (15,146) | $ (15,146) | ||||
Stock-based compensation | 21,997 | 21,997 | ||||
Excess tax benefit from stock options | (637) | (637) | ||||
Foreign currency translation | (236) | (236) | ||||
Net loss | (4,926) | (4,926) | ||||
Ending Balance (in shares) at Jun. 30, 2015 | 82,991,000 | (3,724,000) | ||||
Ending Balance at Jun. 30, 2015 | $ 327,364 | $ 83 | $ 451,316 | $ (445) | $ (101,776) | $ (21,814) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (4,926) | $ (7,127) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 21,874 | 19,571 |
Deferred tax benefit | (1,654) | (3,850) |
Stock-based compensation | 21,997 | 19,258 |
Excess tax benefit from stock options | 637 | 0 |
Loss on disposal and impairment of assets | 2,803 | 20 |
Acquisition-related contingent consideration | 493 | (66) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combinations: | ||
Accounts receivable | 13 | 6,795 |
Customer deposits | 178 | (1) |
Prepaid expenses and other current assets | (171) | (1,187) |
Other assets | 181 | (888) |
Accounts payable | 1,086 | 7,458 |
Accrued compensation, taxes and benefits | 4,874 | (84) |
Deferred revenue | 1,325 | 1,588 |
Other current and long-term liabilities | 84 | 1,261 |
Net cash provided by operating activities | 48,794 | 42,748 |
Cash flows from investing activities: | ||
Purchases of property, equipment and software | (11,077) | (19,135) |
Proceeds from disposal of assets | 305 | 0 |
Acquisition of businesses, net of cash acquired | (45,450) | (42,053) |
Intangible asset additions | (171) | 0 |
Net cash used in investing activities | (56,393) | (61,188) |
Cash flows from financing activities: | ||
Proceeds from revolving credit facility | 44,000 | 25,000 |
Payments on revolving credit facility | (14,000) | 0 |
Deferred financing costs | (8) | 0 |
Payments on capital lease obligations | (286) | (280) |
Payments of deferred acquisition-related consideration | (1,234) | (748) |
Issuance of common stock | 1,469 | 5,016 |
Excess tax benefit from stock options | (637) | 0 |
Purchase and retirement of treasury stock | (19,083) | (5,824) |
Net cash provided by financing activities | 10,221 | 23,164 |
Net increase in cash and cash equivalents | 2,622 | 4,724 |
Effect of exchange rate on cash | (236) | (9) |
Cash and cash equivalents: | ||
Beginning of period | 26,936 | 34,502 |
End of period | 29,322 | 39,217 |
Supplemental cash flow information: | ||
Cash paid for interest | 350 | 282 |
Cash paid for income taxes, net of refunds | 482 | 287 |
Non-cash investing activities: | ||
Accrued fixed assets | $ 1,407 | $ 1,436 |
The Company
The Company | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
The Company | The Company RealPage, Inc., a Delaware corporation together with 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 and vacation 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 Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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 condensed 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 and six months ended June 30, 2015 and 2014 was earned in the United States. Net property, equipment and software held consisted of $ 65.6 million and $66.5 million located in the United States, and $5.2 million and $6.1 million in our international subsidiaries at June 30, 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; 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 in 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 doubtful accounts 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 or six months ended June 30, 2015 or 2014 . Recently Issued Accounting Standards In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . This update provides guidance to customers in determining whether a cloud computing arrangement includes a software license. The update is effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The update allows for the use of either a prospective or retrospective adoption approach. The Company is currently evaluating the potential impact of this guidance on its financial statements. Additionally, in April 2015 the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying 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 February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . The amendment 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, and early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material effect on its financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . 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 guidance is effective for interim and annual periods beginning after December 15, 2017 and may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We have not yet selected a transition method and are currently evaluating the impact of the pending adoption of this ASU on our ongoing financial reporting. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions 2015 Acquisitions Indatus In June 2015, we acquired certain assets from ICIM Corporation, including the Answer Automation, Call Tracker and Zip Digital products marketed under the name Indatus. The Indatus offerings are software-as-a-service products that provide automated answering services, marketing spend analysis tools and other features which enhance the ability of managers of multifamily properties to communicate with their residents. We plan to integrate the Indatus assets with our existing contact center and maintenance products, increasing the features of these existing products. This transaction was determined to constitute a business combination and was accounted for under FASB Accounting Standards Codification Topic 805, Business Combination s ("ASC 805"). We acquired the Indatus assets for a purchase price of $49.8 million , consisting of a cash payment of $43.9 million at closing, deferred cash payments of up to $5.0 million payable over nineteen months after the acquisition date and contingent cash payments of up to $2.0 million , in the aggregate, if certain revenue targets are met for the twelve month periods ended June 30, 2016 and 2017 . The initial fair value of the deferred cash payments and the contingent cash payments was $4.7 million and $1.2 million , respectively, as of the acquisition date. 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 deferred cash payments are subject to adjustments specified in the acquisition agreement related to the seller's indemnification obligations. The fair value of the contingent cash payments was based on management's estimate of the cash payments using a probability weighted discount model based on the achievement of the specified revenue targets and will be evaluated quarterly. Direct acquisition costs were $0.3 million and expensed as incurred. This acquisition was financed using proceeds from our revolving credit facility. Acquired intangibles were recorded at their estimated fair value based on the income approach using market-based estimates. The acquired developed product technologies have a useful life of three years and will be amortized on a straight-line basis. The trade name acquired will be amortized over a useful life of one year , based on our anticipated use of the asset, and will be recognized on a straight-line basis. Customer relationships acquired in the transaction will be amortized over a useful life of ten years , which are amortized proportionately to the expected discounted cash flows derived from the asset. Goodwill and identified intangible assets associated with the acquisition are deductible for tax purposes. Goodwill arising from the acquisition consists largely of anticipated synergies resulting from the integration of Indatus with our pre-existing products and from leveraging our existing customer base and sales staff. We included the results of operations of this acquisition in our condensed consolidated financial statements from the effective date of the acquisition. VRX In June 2015, we acquired certain assets from RJ Vacations, LLC and Switch Development Corporation, including the VRX product ("VRX"). VRX is a software-as-a-service application which allows vacation rental management companies to manage the cleaning and turning of units, accounting and document management. VRX will augment our existing line of solutions offered to the vacation rental industry and we plan to integrate it with our Kigo solution. This transaction was determined to constitute a business combination and was accounted for under ASC 805. We acquired the VRX assets for a purchase price of $2.0 million , consisting of a cash payment of $1.5 million at closing and a deferred cash payment of up to $0.5 million . Payment of the deferred cash obligation is contingent upon the achievement of certain subscription and booking activity targets and is subject to adjustments specified in the acquisition agreement related to the sellers' indemnification obligations. The deferred cash obligation had a fair value of $0.5 million , as of the acquisition date, and is due fifteen months after the date of acquisition. The purchase agreement also provides for the sellers to receive additional contingent cash payments of up to $3.0 million . Payment of the contingent cash payments is dependent upon the achievement of certain revenue targets during the twelve month periods ended December 31, 2016, 2017 and 2018, and the sellers providing certain services during a specified period following the acquisition date. Due to this post-acquisition service requirement, the Company concluded that the contingent cash payments represent post-acquisition compensation; therefore, these amounts were excluded from the acquisition consideration. This acquisition was financed using cash flows from operations. Acquired intangibles were recorded at their estimated fair value based on the income approach using market-based estimates. The acquired product technologies have an estimated useful life of three years and will be amortized on a straight-line basis. Goodwill arising from the acquisition consists largely of anticipated synergies resulting from the integration of VRX with Kigo. Goodwill and identified intangible assets associated with the acquisition are deductible for tax purposes. We included the results of operations of this acquisition in our condensed consolidated financial statements from the effective date of the acquisition. Direct acquisition costs were immaterial and expensed as incurred. We preliminarily allocated the purchase price of Indatus and VRX as follows: Indatus VRX (in thousands) Accounts receivable $ 646 $ — Intangible assets: Developed product technologies 13,400 752 Customer relationships 9,770 11 Trade names 83 — Goodwill 25,987 1,228 Net other liabilities (56 ) — Total purchase price $ 49,830 $ 1,991 The estimated fair values of assets acquired and liabilities assumed related to the above acquisitions are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed. We believe that this information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but we are waiting for additional information necessary to finalize those fair values. Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant. We expect to finalize the valuation and complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. 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. This transaction was determined to constitute a business combination and was accounted for under ASC 805. 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 based 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 the income approach using market-based estimates. The acquired developed product technologies have a useful life of three years and are amortized on a straight-line basis. Goodwill and identified intangible assets 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 condensed consolidated financial statements from the effective date of the acquisition. We assigned an indefinite useful life to the trade name acquired, as we did not anticipate ceasing use of the trade name in the marketplace. In March 2015, we completed the integration of InstaManager with another vacation rental software product 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 in Note 5. The contingent consideration revenue target for the twelve month period ending March 31, 2015 was achieved, resulting in a contingent cash obligation of $0.5 million . We anticipate that this obligation will be paid in the third 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 quarter of 2016. The aggregate fair value of the contingent cash payment obligations was $3.3 million and $2.3 million at June 30, 2015 and December 31, 2014 , respectively. We recognized a net loss of $0.6 million and $0.2 million , and $1.0 million and $0.2 million during the three and six months ended June 30, 2015 and 2014 , respectively, related to the change in the estimated fair value of the contingent cash payments. In February 2015, we made the first deferred cash payment of $0.5 million . The remaining deferred cash payment of up to $0.5 million , net of any offsetting amounts permitted under the agreement, is expected to be paid in March 2016. At June 30, 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 less than $0.1 million at June 30, 2015 and December 31, 2014 , in the accompanying Condensed 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 enhanced business control for property managers. We integrated VMM into our existing Propertyware products. This transaction was determined to constitute a business combination and was accounted for under ASC 805. 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 based 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 the income approach using market-based estimates. The acquired developed product technologies have a useful life of three years and are 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. Goodwill and identified intangible assets 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 condensed 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 June 30, 2015 and December 31, 2014 , respectively. There was no change in the contingent consideration's fair value during the three months ended June 30, 2015 . During the six months ended June 30, 2015 , we recognized a gain of less than $0.1 million related to changes in the estimated fair value of the contingent cash payments. No gain or loss was recognized during the three months ended June 30, 2015 and 2014, nor during the six months ended June 30, 2014 . In May 2015, we made the first deferred cash payment of $0.1 million . The remaining deferred cash payment of up to $0.1 million , net of any offsetting amounts permitted under the agreement, is expected to be paid in the second quarter of 2016 . Total deferred cash obligations related to the acquisition of VMM, net of any adjustments permitted by the underlying agreement, was $0.1 million and $0.2 million at June 30, 2015 and December 31, 2014 , respectively. The deferred cash obligation was carried net of a discount of less than $0.1 million at June 30, 2015 and December 31, 2014 , in the accompanying Condensed Consolidated Balance Sheets. Notivus In May 2014, we acquired certain assets from Notivus Multi-Family LLC, including the Notivus product ("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. This transaction was determined to constitute a business combination and was accounted for under ASC 805. 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 the 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 the income approach using market-based estimates. The acquired developed product technologies have a useful life of three years and are amortized on a straight-line basis. Goodwill and identified intangible assets 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 condensed consolidated financial statements from the effective date of the acquisition. At June 30, 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 June 30, 2015 and December 31, 2014 in the accompanying Condensed 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. This transaction was determined to constitute a business combination and was accounted for under ASC 805. 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. Acquired intangible assets were recorded at their estimated fair value based on the income approach using market-based estimates. The acquired developed product technologies have a useful life of three years and are 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 intangible assets 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 condensed consolidated financial statements from the effective date of this acquisition. At June 30, 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 assets (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 June 30, 2015 and December 31, 2014 , the aggregate fair value of contingent consideration obligations related to acquisitions completed prior to 2014 was $0.5 million and $1.8 million , respectively. We recognized a net gain $0.5 million and $0.4 million , and $0.6 million and $0.2 million during the three and six months ended June 30, 2015 and 2014 , respectively, related to the change in fair value of these acquisition-related contingent consideration obligations. Aggregate deferred cash obligations related to these acquisitions was $2.4 million at June 30, 2015 and December 31, 2014 , net of any adjustments permitted by the underlying agreements. These amounts were presented net of a discount of less than $0.1 million at June 30, 2015 and December 31, 2014 . No payments of deferred or contingent cash obligations were made during the three months ended June 30, 2015 related to acquisitions completed prior to 2014 . We paid deferred and contingent cash obligations related to acquisitions completed in years prior to 2014 in the aggregate amount of $0.2 million during the three months ended June 30, 2014 , and $0.7 million and $1.0 million during six months ended June 30, 2015 and 2014 , respectively. Additionally, during the three months ended June 30, 2015 , we issued 36,250 unregistered shares of our common stock as part of deferred consideration obligations relating to acquisitions that occurred prior to 2014 . Pro Forma Results of Acquisitions The following table presents pro forma results of operations for the three and six months ended June 30, 2015 and 2014 , as if the aforementioned acquisitions had occurred at the beginning of each period presented. 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. Three Months Ended June 30, Six Months Ended June 30, 2015 Pro Forma 2014 Pro Forma 2015 Pro Forma 2014 Pro Forma Revenue: On demand $ 112,692 $ 94,972 $ 222,220 $ 195,542 On premise 726 826 1,467 1,691 Professional and other 3,396 2,556 6,665 5,246 Total revenue 116,814 98,354 230,352 202,479 Net loss $ (3,948 ) $ (7,058 ) $ (6,039 ) $ (8,888 ) Net loss per common share Basic $ (0.05 ) $ (0.09 ) $ (0.08 ) $ (0.12 ) Diluted $ (0.05 ) $ (0.09 ) $ (0.08 ) $ (0.12 ) |
Property, Equipment and Softwar
Property, Equipment and Software | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software | Property, Equipment and Software Property, equipment and software consisted of the following as of June 30, 2015 and December 31, 2014 : June 30, 2015 December 31, 2014 (in thousands) Leasehold improvements $ 21,371 $ 22,943 Data processing and communications equipment 63,600 59,390 Furniture, fixtures and other equipment 17,611 16,254 Software 56,713 51,915 159,295 150,502 Less: Accumulated depreciation and amortization (88,464 ) (77,886 ) Property, equipment and software, net $ 70,831 $ 72,616 Depreciation and amortization expense for property, equipment and purchased software was $5.2 million and $4.6 million for the three months ended, and $10.2 million and $8.8 million for the six months ended June 30, 2015 and 2014 , respectively. This includes amortization related to assets acquired through capital leases. The carrying amount of capitalized software development costs was $37.0 million and $32.5 million and related accumulated amortization totaled $12.2 million and $10.7 million at June 30, 2015 and December 31, 2014 , respectively. Amortization expense related to capitalized software development costs totaled $0.8 million and $0.3 million for the three months ended, and $1.5 million and $0.7 million during the six months ended June 30, 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. During the six months ended June 30, 2015 , we identified certain projects for which software 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 recognized an impairment loss of $0.2 million and $0.8 million during the three and six months ended June 30, 2015 related to these costs. The impairment charge is included in "Product development" in the accompanying Condensed Consolidated Statements of Operations. No impairments were recognized during the six months ended June 30, 2014 . During the second quarter of 2015, we modified or terminated certain operating lease agreements for office space prior to the end of the applicable lease term. As a result of these changes, we recognized an impairment charge of $1.5 million related to leasehold improvements associated with a modified lease agreement. The impairment charge is included in the line "General and administrative" in the accompanying Condensed Consolidated Statements of Operations. During the three months ended June 30, 2015 , we also disposed of fixed assets with a net carrying value of $0.3 million related to these offices by sale or other means. See additional discussion of these changes in Note 8. |
Goodwill and Identified Intangi
Goodwill and Identified Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Identified Intangible Assets | Goodwill and Identified Intangible Assets The change in the carrying amount of goodwill, in thousands, for the six months ended June 30, 2015 is as follows: Balance at January 1, 2015 $ 193,378 Goodwill acquired 27,177 Balance at June 30, 2015 $ 220,555 Identified intangible assets consisted of the following at June 30, 2015 and December 31, 2014 : June 30, 2015 December 31, 2014 Weighted Average Remaining Amortization Period Carrying Amount Accumulated Amortization Net Carrying Amount Accumulated Amortization Net (in years) (in thousands) Finite-lived intangible assets: Developed technologies 3.2 $ 69,541 $ (44,115 ) $ 25,426 $ 55,212 $ (39,343 ) $ 15,869 Customer relationships 9.3 96,523 (49,416 ) 47,107 86,753 (44,264 ) 42,489 Vendor relationships 4.2 5,650 (5,524 ) 126 5,650 (5,273 ) 377 Trade names 1.0 83 (7 ) 76 — — — Total finite-lived intangible assets 6.8 171,797 (99,062 ) 72,735 147,615 (88,880 ) 58,735 Indefinite-lived intangible assets: Trade names 40,815 — 40,815 41,350 — 41,350 Total identified intangible assets $ 212,612 $ (99,062 ) $ 113,550 $ 188,965 $ (88,880 ) $ 100,085 Amortization expense related to finite-lived intangible assets was $5.3 million and $5.1 million for the three months ended , and $10.2 million and $10.1 million for the six months ended June 30, 2015 and 2014 , respectively. In March 2015, the Company completed the integration of the InstaManager and Kigo platforms into a single solution marketed under the Kigo name. Subsequent to this integration, the Company discontinued the use of the InstaManager trade name to market or identify the software. Due to this change 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 Condensed Consolidated Statements of Operations. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt New 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, as defined in the agreement, 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. Accumulated 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 guarantee 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 June 30, 2015 and December 31, 2014 , we had outstanding principal of $50.0 million and $20.0 million , respectively, under our revolving line of credit. As of June 30, 2015 , $150.0 million was available under our revolving line of credit, of which $10.0 million was available for the issuance of letters of credit and $20.0 million for swingline loans. We had unamortized debt issuance costs of $1.1 million and $1.3 million at June 30, 2015 and December 31, 2014 , respectively. As of June 30, 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 0.00% 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. 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 limitation was 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 previous 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 were met. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 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 April 2015, the Company adopted the Second Amendment to the Company's Amended and Restated 2010 Equity Incentive Plan. This amendment increased the value of the automatic annual award of restricted stock received by outside directors, adjusted the vesting of the annual restricted stock awards to occur ratably over a period of four calendar quarters and modified the timing and pro ration of awards for independent directors initially elected or appointed on a date other than April 1st. During the six months ended June 30, 2015 , we granted 591,165 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: Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 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 4,224 235,579 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 4,231 265,586 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 ratably 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 . During the three and six months ended June 30, 2015 , we granted the following stock options: Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Vesting Period 112,060 1,860,950 Granted options vest ratably over a period of twelve quarters 20,125 20,125 Granted options vested upon the grant date 40,420 40,420 Granted options vest ratably over a period of eight quarters During the three and six months ended June 30, 2015 , we granted the following restricted stock: Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Vesting Period 33,257 499,523 Granted shares vest ratably over a period of twelve quarters — 162,695 Granted shares vest ratably over a period of two quarters 22,335 22,335 Granted shares vested upon the grant date 59,792 59,792 Granted shares vest ratably over a period of four quarters 24,665 24,665 Granted shares vest ratably over a period of eight quarters 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 | 6 Months Ended |
Jun. 30, 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 . Amortization of the leased assets is recognized on a straight-line basis. The assets under the capital lease were as follows at June 30, 2015 and December 31, 2014 : June 30, 2015 December 31, 2014 (in thousands) Software $ 1,977 $ 1,977 Less: Accumulated amortization (1,412 ) (1,110 ) Assets under capital lease, net $ 565 $ 867 The future minimum lease payments required under the capital lease and the present value of the net minimum lease payments, in thousands, as of June 30, 2015 were as follows: 2015 $ 294 2016 294 Total minimum lease payments $ 588 Less amount representing average interest at 2.2% (7 ) 581 Less current portion 581 Long-term portion $ — 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 2028 and provide for renewal options. The agreements generally require the Company to pay for executory costs such as real estate taxes, insurance and repairs. In May 2015, the Company entered into a lease agreement for office space located in Richardson, Texas. The lease is for a term of twelve years and includes extension options. Similar to our other operating leases, the agreement requires the Company to pay for executory costs such as real estate taxes, insurance and utilities. The lease term commences in 2016. In July 2015, the Company entered into an amendment of the lease which increased the amount of leased space. During the three months ended June 30, 2015 , the Company vacated our leased office space in Westlake Village, California and Chicago, Illinois. During the same period we entered into a modification agreement related to our leased office space in San Francisco, California whereby we reduced the amount of leased space. These modifications were made to consolidate our operations and reduce operating costs. Related to the above changes we recognized a cease-use liability in the amount of $0.2 million . The cease-use liability reflects the fair value of the remaining net cash flows related to our continuing obligations under the leases, net of estimated sub-rents. Additionally, we recognized a reduction of our deferred rent liability in the amount of $0.9 million related to lease incentives for the San Francisco office. These adjustments are reflected in the "General and administrative" line in the accompanying Condensed Consolidated Statements of Operations. In July 2015, we entered into an agreement to terminate the lease of our Charlotte, North Carolina office space effective August 31, 2015. Minimum annual rental commitments under non-cancellable operating leases and total minimum rentals to be received under non-cancellable subleases were as follows at June 30, 2015 : Minimum Lease Payments Minimum Rentals to be Received Under Subleases Net Lease Payments (in thousands) 2015 $ 5,370 $ 100 $ 5,270 2016 9,630 99 9,531 2017 8,192 74 8,118 2018 8,405 — 8,405 2019 7,943 — 7,943 Thereafter 53,478 — 53,478 $ 93,018 $ 273 $ 92,745 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 June 30, 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 June 30, 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. In November 2014, the Company was named in a purported class action lawsuit related to our screening services. At June 30, 2015 , we accrued a liability for estimated settlement costs related to this matter, based on events which occurred in July 2015. No liability for estimated settlement costs or other legal matters was accrued at December 31, 2014 . During the six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 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 667,244 and 1,336,749 for the three months ended , and 1,106,796 and 1,788,923 for the six months ended June 30, 2015 and 2014 , respectively, were excluded from the dilutive shares outstanding because their effect was anti-dilutive. The following table presents the calculation of basic and diluted net loss per share: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands, except per share amounts) Numerator: Net loss $ (3,318 ) $ (6,291 ) $ (4,926 ) $ (7,127 ) Denominator: Basic: Weighted average common shares used in computing basic net loss per share 76,799 77,283 76,877 77,004 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 76,799 77,283 76,877 77,004 Net loss share: Basic $ (0.04 ) $ (0.08 ) $ (0.06 ) $ (0.09 ) Diluted $ (0.04 ) $ (0.08 ) $ (0.06 ) $ (0.09 ) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We make estimates and judgments in determining our provision for income taxes 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 23.5% and 24.7% for the six months ended June 30, 2015 and 2014 , respectively. In July 2015, the Company filed amended 2013 and 2012 income tax returns for selected states to correct certain items that were improperly deducted, as determined by the Company subsequent to the initial filings. The primary effect of the amended returns was an immaterial increase in our current state income tax liability and a reduction of our state net operating loss deferred tax asset, net of federal benefit, of approximately $0.7 million at December 31, 2014 . |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements | 6 Months Ended |
Jun. 30, 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 or more 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 June 30, 2015 and December 31, 2014 . Significant unobservable inputs used in the contingent consideration fair value measurements included the following at June 30, 2015 and December 31, 2014 : June 30, 2015 December 31, 2014 Discount rates 15.8 - 60.5% 22.5 - 64.0% Volatility rates 35.0 - 54.0% 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 June 30, 2015 and December 31, 2014 : Fair value at June 30, 2015 (in thousands) Total Level 1 Level 2 Level 3 Contingent consideration related to the acquisition of: Active Building $ 463 $ — $ — $ 463 MyBuilding 74 — — 74 InstaManager 3,336 — — 3,336 VMM — — — — Indatus 1,168 — — 1,168 VRX 491 — — 491 $ 5,532 $ — $ — $ 5,532 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 June 30, 2015 or December 31, 2014 . The following table summarizes the changes in the fair value of our Level 3 liabilities for the six months ended June 30, 2015 and 2014 : Six Months Ended June 30, 2015 2014 (in thousands) Balance at beginning of period $ 4,150 $ 1,827 Initial contingent consideration 1,659 2,939 Settlements through cash payments (687 ) — Net loss (gain) on change in fair value 410 (73 ) Balance at end of period $ 5,532 $ 4,693 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 Condensed Consolidated Statements of Operations. Assets and liabilities measured at fair value on a non-recurring basis: There were no assets or liabilities measured at fair value on a non-recurring basis as of June 30, 2015 and December 31, 2014 . 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 zero 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 first quarter of 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 were reasonable. Based on the significant unobservable inputs required, we concluded that the estimate should be classified as a Level 3 measurement. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity On May 6, 2014, the board of directors approved a share repurchase program authorizing the repurchase of up to $50.0 million of our outstanding common stock for a period of up to one year after the approval date. In May 2015, our board of directors approved an extension of the stock repurchase program through May 6, 2016 , permitting the repurchase of up to $50.0 million of our common stock over the extended one -year period. Repurchases during the extension period are incremental to the shares repurchased by the Company since May 2014. During the year ended December 31, 2014 , we repurchased 966,595 shares at a weighted average cost of $16.06 per share and a total cost of $15.5 million . During the three and six months ended June 30, 2015 , we repurchased 369,861 and 771,304 shares at a weighted average cost of $19.46 and $19.64 per share and a total cost of $7.2 million and $15.1 million , respectively. In May 2015 the board of directors approved a motion to retire all shares acquired under the stock repurchase program through May 8, 2015 and any future shares repurchased under the repurchase program. During the six months ended June 30, 2015 we retired 1,737,899 shares of our common stock. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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 condensed 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; 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 in 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 doubtful accounts 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") 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . This update provides guidance to customers in determining whether a cloud computing arrangement includes a software license. The update is effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The update allows for the use of either a prospective or retrospective adoption approach. The Company is currently evaluating the potential impact of this guidance on its financial statements. Additionally, in April 2015 the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying 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 February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . The amendment 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, and early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material effect on its financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . 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 guidance is effective for interim and annual periods beginning after December 15, 2017 and may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 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 assets (liabilities) 55 — (141 ) (547 ) Total purchase price $ 9,174 $ 1,229 $ 4,395 $ 36,246 We preliminarily allocated the purchase price of Indatus and VRX as follows: Indatus VRX (in thousands) Accounts receivable $ 646 $ — Intangible assets: Developed product technologies 13,400 752 Customer relationships 9,770 11 Trade names 83 — Goodwill 25,987 1,228 Net other liabilities (56 ) — Total purchase price $ 49,830 $ 1,991 |
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. Three Months Ended June 30, Six Months Ended June 30, 2015 Pro Forma 2014 Pro Forma 2015 Pro Forma 2014 Pro Forma Revenue: On demand $ 112,692 $ 94,972 $ 222,220 $ 195,542 On premise 726 826 1,467 1,691 Professional and other 3,396 2,556 6,665 5,246 Total revenue 116,814 98,354 230,352 202,479 Net loss $ (3,948 ) $ (7,058 ) $ (6,039 ) $ (8,888 ) Net loss per common share Basic $ (0.05 ) $ (0.09 ) $ (0.08 ) $ (0.12 ) Diluted $ (0.05 ) $ (0.09 ) $ (0.08 ) $ (0.12 ) |
Property, Equipment and Softw22
Property, Equipment and Software (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Equipment and Software | Property, equipment and software consisted of the following as of June 30, 2015 and December 31, 2014 : June 30, 2015 December 31, 2014 (in thousands) Leasehold improvements $ 21,371 $ 22,943 Data processing and communications equipment 63,600 59,390 Furniture, fixtures and other equipment 17,611 16,254 Software 56,713 51,915 159,295 150,502 Less: Accumulated depreciation and amortization (88,464 ) (77,886 ) Property, equipment and software, net $ 70,831 $ 72,616 |
Goodwill and Identified Intan23
Goodwill and Identified Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2015 is as follows: Balance at January 1, 2015 $ 193,378 Goodwill acquired 27,177 Balance at June 30, 2015 $ 220,555 |
Other Intangible Assets | intangible assets consisted of the following at June 30, 2015 and December 31, 2014 : June 30, 2015 December 31, 2014 Weighted Average Remaining Amortization Period Carrying Amount Accumulated Amortization Net Carrying Amount Accumulated Amortization Net (in years) (in thousands) Finite-lived intangible assets: Developed technologies 3.2 $ 69,541 $ (44,115 ) $ 25,426 $ 55,212 $ (39,343 ) $ 15,869 Customer relationships 9.3 96,523 (49,416 ) 47,107 86,753 (44,264 ) 42,489 Vendor relationships 4.2 5,650 (5,524 ) 126 5,650 (5,273 ) 377 Trade names 1.0 83 (7 ) 76 — — — Total finite-lived intangible assets 6.8 171,797 (99,062 ) 72,735 147,615 (88,880 ) 58,735 Indefinite-lived intangible assets: Trade names 40,815 — 40,815 41,350 — 41,350 Total identified intangible assets $ 212,612 $ (99,062 ) $ 113,550 $ 188,965 $ (88,880 ) $ 100,085 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | During the three and six months ended June 30, 2015 , we granted the following stock options: Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Vesting Period 112,060 1,860,950 Granted options vest ratably over a period of twelve quarters 20,125 20,125 Granted options vested upon the grant date 40,420 40,420 Granted options vest ratably over a period of eight quarters |
Schedule of Restricted Stock Activity | During the three and six months ended June 30, 2015 , we granted the following restricted stock: Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Vesting Period 33,257 499,523 Granted shares vest ratably over a period of twelve quarters — 162,695 Granted shares vest ratably over a period of two quarters 22,335 22,335 Granted shares vested upon the grant date 59,792 59,792 Granted shares vest ratably over a period of four quarters 24,665 24,665 Granted shares vest ratably over a period of eight quarters The shares become eligible to vest based on the achievement of the following conditions: Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 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 4,224 235,579 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 4,231 265,586 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) | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Assets under Capital Lease | The assets under the capital lease were as follows at June 30, 2015 and December 31, 2014 : June 30, 2015 December 31, 2014 (in thousands) Software $ 1,977 $ 1,977 Less: Accumulated amortization (1,412 ) (1,110 ) Assets under capital lease, net $ 565 $ 867 |
Aggregate Annual Rental Commitments | The future minimum lease payments required under the capital lease and the present value of the net minimum lease payments, in thousands, as of June 30, 2015 were as follows: 2015 $ 294 2016 294 Total minimum lease payments $ 588 Less amount representing average interest at 2.2% (7 ) 581 Less current portion 581 Long-term portion $ — |
Minimum Annual Rental Commitments | Minimum annual rental commitments under non-cancellable operating leases and total minimum rentals to be received under non-cancellable subleases were as follows at June 30, 2015 : Minimum Lease Payments Minimum Rentals to be Received Under Subleases Net Lease Payments (in thousands) 2015 $ 5,370 $ 100 $ 5,270 2016 9,630 99 9,531 2017 8,192 74 8,118 2018 8,405 — 8,405 2019 7,943 — 7,943 Thereafter 53,478 — 53,478 $ 93,018 $ 273 $ 92,745 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands, except per share amounts) Numerator: Net loss $ (3,318 ) $ (6,291 ) $ (4,926 ) $ (7,127 ) Denominator: Basic: Weighted average common shares used in computing basic net loss per share 76,799 77,283 76,877 77,004 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 76,799 77,283 76,877 77,004 Net loss share: Basic $ (0.04 ) $ (0.08 ) $ (0.06 ) $ (0.09 ) Diluted $ (0.04 ) $ (0.08 ) $ (0.06 ) $ (0.09 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2015 and December 31, 2014 : Fair value at June 30, 2015 (in thousands) Total Level 1 Level 2 Level 3 Contingent consideration related to the acquisition of: Active Building $ 463 $ — $ — $ 463 MyBuilding 74 — — 74 InstaManager 3,336 — — 3,336 VMM — — — — Indatus 1,168 — — 1,168 VRX 491 — — 491 $ 5,532 $ — $ — $ 5,532 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 six months ended June 30, 2015 and 2014 : Six Months Ended June 30, 2015 2014 (in thousands) Balance at beginning of period $ 4,150 $ 1,827 Initial contingent consideration 1,659 2,939 Settlements through cash payments (687 ) — Net loss (gain) on change in fair value 410 (73 ) Balance at end of period $ 5,532 $ 4,693 |
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 June 30, 2015 and December 31, 2014 : June 30, 2015 December 31, 2014 Discount rates 15.8 - 60.5% 22.5 - 64.0% Volatility rates 35.0 - 54.0% 45.0 - 48.0% Risk free rate of return 0.1% - 0.2% 0.1% - 0.2% |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015USD ($)primary_source | Dec. 31, 2014USD ($) | |
Schedule Of Significant Accounting Policies [Line Items] | ||
Property, equipment and software, net | $ 70,831 | $ 72,616 |
Primary sources of revenue | primary_source | 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] | ||
Property, equipment and software, net | $ 65,600 | 66,500 |
International Subsidiaries | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Property, equipment and software, net | $ 5,200 | $ 6,100 |
Acquisitions - 2015 Acquisition
Acquisitions - 2015 Acquisitions (Details) - Jun. 30, 2015 - USD ($) $ in Millions | Total |
Indatus | |
Business Acquisition [Line Items] | |
Total purchase price | $ 49.8 |
Cash portion of purchase price | 43.9 |
Deferred cash payment amount related to acquisition | $ 5 |
Length of time for acquisition deferred cash payment to be made | 19 months |
Contingent cash obligation/payment | $ 2 |
Fair value of deferred cash payment | 4.7 |
Fair value of contingent cash payment | 1.2 |
Direct acquisition costs | $ 0.3 |
Indatus | Trade names | |
Business Acquisition [Line Items] | |
Amortized useful life of acquired intangible assets | 1 year |
Indatus | Developed product technologies | |
Business Acquisition [Line Items] | |
Amortized useful life of acquired intangible assets | 3 years |
Indatus | Customer relationships | |
Business Acquisition [Line Items] | |
Amortized useful life of acquired intangible assets | 10 years |
VRX | |
Business Acquisition [Line Items] | |
Total purchase price | $ 2 |
Cash portion of purchase price | 1.5 |
Deferred cash payment amount related to acquisition | 0.5 |
Contingent cash obligation/payment | 3 |
Fair value of deferred cash payment | $ 0.5 |
VRX | Developed product technologies | |
Business Acquisition [Line Items] | |
Amortized useful life of acquired intangible assets | 3 years |
Acquisitions - 2014 Acquisition
Acquisitions - 2014 Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
May. 31, 2015 | Feb. 28, 2015 | Jun. 30, 2014 | May. 31, 2014 | Mar. 31, 2014 | Jan. 31, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||||||||||
Gain (loss) recognized due to change in fair value of cash consideration | $ 493 | $ (66) | |||||||||||
InstaManager | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total purchase price | $ 9,200 | ||||||||||||
Cash portion of purchase price | 6,000 | ||||||||||||
Deferred cash payment amount related to acquisition | $ 500 | $ 1,000 | |||||||||||
Length of time for acquisition deferred cash payment to be made | 2 years | ||||||||||||
Additional future cash payment related to acquisition | $ 7,000 | 500 | |||||||||||
Total deferred cash obligation | $ 500 | 500 | $ 1,000 | ||||||||||
Deferred cash obligation discount | 100 | 100 | 100 | ||||||||||
Fair value of deferred cash payment | 800 | ||||||||||||
Contingent cash obligation/payment | 2,400 | $ 500 | |||||||||||
Fair value of contingent cash payment | 3,300 | 3,300 | 2,300 | ||||||||||
Gain (loss) recognized due to change in fair value of cash consideration | 600 | $ 200 | 1,000 | 200 | |||||||||
Direct acquisition costs | $ 100 | ||||||||||||
InstaManager | Developed product technologies | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Amortized useful life of acquired intangible assets | 3 years | ||||||||||||
VMM | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total purchase price | $ 1,200 | ||||||||||||
Cash portion of purchase price | 1,000 | ||||||||||||
Deferred cash payment amount related to acquisition | $ 100 | $ 200 | |||||||||||
Length of time for acquisition deferred cash payment to be made | 2 years | ||||||||||||
Additional future cash payment related to acquisition | $ 2,000 | ||||||||||||
Total deferred cash obligation | 100 | 100 | 200 | ||||||||||
Deferred cash obligation discount | 100 | ||||||||||||
Fair value of deferred cash payment | $ 200 | 200 | 200 | ||||||||||
Contingent cash obligation/payment | 100 | 100 | 100 | ||||||||||
Fair value of contingent cash payment | 0 | 0 | 100 | ||||||||||
Gain (loss) recognized due to change in fair value of cash consideration | 100 | ||||||||||||
Direct acquisition costs | 100 | $ 100 | $ 100 | ||||||||||
VMM | Developed product technologies | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Amortized useful life of acquired intangible assets | 3 years | ||||||||||||
VMM | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Amortized useful life of acquired intangible assets | 10 years | ||||||||||||
Notivus | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total purchase price | $ 4,400 | ||||||||||||
Cash portion of purchase price | 3,600 | ||||||||||||
Deferred cash payment amount related to acquisition | $ 800 | ||||||||||||
Length of time for acquisition deferred cash payment to be made | 2 years | ||||||||||||
Total deferred cash obligation | 800 | 800 | 800 | ||||||||||
Deferred cash obligation discount | 100 | 100 | 100 | ||||||||||
Fair value of deferred cash payment | $ 800 | ||||||||||||
Direct acquisition costs | $ 100 | ||||||||||||
Notivus | Developed product technologies | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Amortized useful life of acquired intangible assets | 3 years | ||||||||||||
Kigo | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total purchase price | 36,200 | ||||||||||||
Cash portion of purchase price | 30,700 | ||||||||||||
Deferred cash payment amount related to acquisition | $ 5,500 | ||||||||||||
Length of time for acquisition deferred cash payment to be made | 2 years 6 months | ||||||||||||
Total deferred cash obligation | 5,400 | 5,400 | $ 5,400 | ||||||||||
Direct acquisition costs | $ 500 | $ 500 | |||||||||||
Kigo | Developed product technologies | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Amortized useful life of acquired intangible assets | 3 years | ||||||||||||
Kigo | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Amortized useful life of acquired intangible assets | 10 years | ||||||||||||
Kigo | LIBOR | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Variable basis spread | 1.00% | 1.00% | |||||||||||
Forecast | VMM | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Deferred cash payment amount related to acquisition | $ 100 |
Acquisitions - Activity Prior t
Acquisitions - Activity Prior to 2014 (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||
Gain (loss) recognized due to change in fair value of cash consideration | $ 493 | $ (66) | |||
Acquisitions Prior to 2014 | |||||
Business Acquisition [Line Items] | |||||
Fair value of contingent payments | $ 500 | 500 | $ 1,800 | ||
Gain (loss) recognized due to change in fair value of cash consideration | 500 | $ 400 | 600 | 200 | |
Payments related to acquisitions | 0 | $ 200 | 700 | $ 1,000 | |
Total deferred cash obligation | 2,400 | 2,400 | 2,400 | ||
Deferred cash obligation discount | $ 100 | $ 100 | $ 100 | ||
Common Stock | Acquisitions Prior to 2014 | |||||
Business Acquisition [Line Items] | |||||
Shares issued in business acquisition | 36,250 |
Acquisitions - Allocated Purcha
Acquisitions - Allocated Purchase Price (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | May. 31, 2014 | Mar. 31, 2014 | Jan. 31, 2014 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 220,555 | $ 193,378 | ||||
Indatus | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | 646 | |||||
Goodwill | 25,987 | |||||
Net other assets (liabilities) | (56) | |||||
Total purchase price | 49,830 | |||||
VRX | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | 0 | |||||
Goodwill | 1,228 | |||||
Net other assets (liabilities) | 0 | |||||
Total purchase price | 1,991 | |||||
InstaManager | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 4,135 | |||||
Deferred revenue | (33) | |||||
Net deferred taxes | 0 | |||||
Net other assets (liabilities) | 55 | |||||
Total purchase price | 9,174 | |||||
VMM | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 358 | |||||
Deferred revenue | 0 | |||||
Net deferred taxes | 0 | |||||
Net other assets (liabilities) | 0 | |||||
Total purchase price | 1,229 | |||||
Notivus | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 2,852 | |||||
Deferred revenue | (156) | |||||
Net deferred taxes | 0 | |||||
Net other assets (liabilities) | (141) | |||||
Total purchase price | 4,395 | |||||
Kigo | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 32,996 | |||||
Deferred revenue | 0 | |||||
Net deferred taxes | (495) | |||||
Net other assets (liabilities) | (547) | |||||
Total purchase price | 36,246 | |||||
Trade names | Indatus | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 83 | |||||
Trade names | VRX | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 0 | |||||
Developed product technologies | Indatus | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 13,400 | |||||
Developed product technologies | VRX | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 752 | |||||
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 | Indatus | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 9,770 | |||||
Customer relationships | VRX | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 11 | |||||
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 - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue: | ||||
On demand | $ 112,692 | $ 94,972 | $ 222,220 | $ 195,542 |
On premise | 726 | 826 | 1,467 | 1,691 |
Professional and other | 3,396 | 2,556 | 6,665 | 5,246 |
Total revenue | 116,814 | 98,354 | 230,352 | 202,479 |
Net loss | $ (3,948) | $ (7,058) | $ (6,039) | $ (8,888) |
Net loss per common share | ||||
Basic (in dollars per share) | $ (0.05) | $ (0.09) | $ (0.08) | $ (0.12) |
Diluted (in dollars per share) | $ (0.05) | $ (0.09) | $ (0.08) | $ (0.12) |
Property, Equipment and Softw34
Property, Equipment and Software - Components of Property, Equipment and Software (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $ 159,295 | $ 150,502 |
Less: Accumulated depreciation and amortization | (88,464) | (77,886) |
Property, equipment and software, net | 70,831 | 72,616 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 21,371 | 22,943 |
Data Processing and Communications Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 63,600 | 59,390 |
Furniture, Fixtures, and Other Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 17,611 | 16,254 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $ 56,713 | $ 51,915 |
Property, Equipment and Softw35
Property, Equipment and Software - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization expense for property, equipment and software | $ 5,200,000 | $ 4,600,000 | $ 10,200,000 | $ 8,800,000 | |
Carrying amount of capitalized software development costs | 37,000,000 | 37,000,000 | $ 32,500,000 | ||
Accumulated depreciation of capitalized software development costs | (12,200,000) | (12,200,000) | $ (10,700,000) | ||
Disposal of fixed assets | (300,000) | ||||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization expense for property, equipment and software | 800,000 | $ 300,000 | 1,500,000 | 700,000 | |
Product Development | Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Impairment loss | 200,000 | $ 800,000 | $ 0 | ||
General and Administrative | Leasehold Improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Tangible asset impairment charges | $ 1,500,000 |
Goodwill and Identified Intan36
Goodwill and Identified Intangible Assets - Change in Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 193,378 |
Goodwill acquired | 27,177 |
Ending balance | $ 220,555 |
Goodwill and Identified Intan37
Goodwill and Identified Intangible Assets - Identified Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Weighted Average Remaining Amortization Period | 6 years 9 months 18 days | |
Finite-lived intangible assets, Carrying Amount | $ 171,797 | $ 147,615 |
Finite-lived intangible assets, Accumulated Amortization | (99,062) | (88,880) |
Finite-lived intangible assets, Net | 72,735 | 58,735 |
Total intangible assets, Carrying Amount | 212,612 | 188,965 |
Total identified intangible assets, Net | 113,550 | 100,085 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, Accumulated Amortization | $ 40,815 | 41,350 |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Weighted Average Remaining Amortization Period | 3 years 2 months 12 days | |
Finite-lived intangible assets, Carrying Amount | $ 69,541 | 55,212 |
Finite-lived intangible assets, Accumulated Amortization | (44,115) | (39,343) |
Finite-lived intangible assets, Net | $ 25,426 | 15,869 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Weighted Average Remaining Amortization Period | 9 years 3 months 18 days | |
Finite-lived intangible assets, Carrying Amount | $ 96,523 | 86,753 |
Finite-lived intangible assets, Accumulated Amortization | (49,416) | (44,264) |
Finite-lived intangible assets, Net | $ 47,107 | 42,489 |
Vendor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Weighted Average Remaining Amortization Period | 4 years 2 months 12 days | |
Finite-lived intangible assets, Carrying Amount | $ 5,650 | 5,650 |
Finite-lived intangible assets, Accumulated Amortization | (5,524) | (5,273) |
Finite-lived intangible assets, Net | $ 126 | 377 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Weighted Average Remaining Amortization Period | 1 year | |
Finite-lived intangible assets, Carrying Amount | $ 83 | 0 |
Finite-lived intangible assets, Accumulated Amortization | (7) | 0 |
Finite-lived intangible assets, Net | $ 76 | $ 0 |
Goodwill and Identified Intan38
Goodwill and Identified Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 5.3 | $ 5.1 | $ 10.2 | $ 10.1 | |
Trade names | |||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||
Impairment of intangible asset | $ 0.5 |
Debt (Details)
Debt (Details) | 6 Months Ended | ||||||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | May. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | May. 31, 2014USD ($) | May. 06, 2014USD ($) | |
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, additional borrowing capacity | $ 150,000,000 | ||||||
Revolving credit facility | $ 50,000,000 | $ 20,000,000 | |||||
Unamortized debt issuance costs | 1,100,000 | $ 1,300,000 | |||||
Authorized amount of common stock repurchase | $ 50,000,000 | $ 75,000,000 | $ 50,000,000 | ||||
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 line of credit facility, available borrowing capacity | $ 150,000,000 | ||||||
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% | ||||||
Letters of credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Sub limit for issuance of letters of credit | $ 10,000,000 | $ 10,000,000 | |||||
Revolving line of credit facility, available borrowing capacity | $ 10,000,000 | ||||||
Swingline Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Sub limit for issuance of letters of credit | $ 20,000,000 | ||||||
Revolving line of credit facility, available borrowing capacity | $ 20,000,000 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Mar. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | |
2010 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
2010 Equity Incentive Plan | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 591,165 | ||
Vesting condition 1 | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 0 | 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 1 | 2010 Equity Incentive Plan | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted options | 112,060 | 1,860,950 | |
Vesting condition 1 | 2010 Equity Incentive Plan | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 33,257 | 499,523 | |
Vesting condition 2 | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 0 | 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 2 | 2010 Equity Incentive Plan | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted options | 20,125 | 20,125 | |
Vesting condition 2 | 2010 Equity Incentive Plan | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 22,335 | 22,335 | |
Vesting condition 3 | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 4,224 | 235,579 | |
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 | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted options | 40,420 | 40,420 | |
Vesting condition 3 | 2010 Equity Incentive Plan | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 24,665 | 24,665 | |
Vesting condition 4 | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 4,231 | 265,586 | |
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 4 | 2010 Equity Incentive Plan | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 0 | 162,695 | |
Vesting condition 5 | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 0 | 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 | ||
Vesting condition 5 | 2010 Equity Incentive Plan | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted shares of restricted stock | 59,792 | 59,792 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Activity (Details) - Jun. 30, 2015 - shares | Total | Total |
Restricted Stock | Granted options vest ratably over a period of twelve quarters | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted shares of restricted stock | 0 | 30,000 |
Restricted Stock | Granted shares vest ratably over a period of two quarters | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted shares of restricted stock | 4,231 | 265,586 |
Restricted Stock | Granted options vested upon the grant date | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted shares of restricted stock | 0 | 30,000 |
Restricted Stock | Granted shares vest ratably over a period of four quarters | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted shares of restricted stock | 0 | 30,000 |
Restricted Stock | Granted options vest ratably over a period of eight quarters | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted shares of restricted stock | 4,224 | 235,579 |
2010 Equity Incentive Plan | Stock options | Granted options vest ratably over a period of twelve quarters | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted options | 112,060 | 1,860,950 |
2010 Equity Incentive Plan | Stock options | Granted options vested upon the grant date | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted options | 20,125 | 20,125 |
2010 Equity Incentive Plan | Stock options | Granted options vest ratably over a period of eight quarters | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted options | 40,420 | 40,420 |
2010 Equity Incentive Plan | Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted shares of restricted stock | 591,165 | |
2010 Equity Incentive Plan | Restricted Stock | Granted options vest ratably over a period of twelve quarters | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted shares of restricted stock | 33,257 | 499,523 |
2010 Equity Incentive Plan | Restricted Stock | Granted shares vest ratably over a period of two quarters | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted shares of restricted stock | 0 | 162,695 |
2010 Equity Incentive Plan | Restricted Stock | Granted options vested upon the grant date | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted shares of restricted stock | 22,335 | 22,335 |
2010 Equity Incentive Plan | Restricted Stock | Granted shares vest ratably over a period of four quarters | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted shares of restricted stock | 59,792 | 59,792 |
2010 Equity Incentive Plan | Restricted Stock | Granted options vest ratably over a period of eight quarters | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted shares of restricted stock | 24,665 | 24,665 |
Commitments and Contingencies -
Commitments and Contingencies - Assets under Capital Lease (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ||
Software | $ 1,977 | $ 1,977 |
Less: Accumulated amortization | (1,412) | (1,110) |
Assets under capital lease, net | $ 565 | $ 867 |
Commitments and Contingencies43
Commitments and Contingencies - Aggregate Annual Rental Commitments (Details) - Jun. 30, 2015 - USD ($) $ in Thousands | Total |
Commitments and Contingencies Disclosure [Abstract] | |
2,015 | $ 294 |
2,016 | 294 |
Total minimum lease payments | 588 |
Less amount representing average interest at 2.2% | (7) |
Total | 581 |
Less current portion | 581 |
Long-term portion | $ 0 |
Capital lease, average interest rate | 2.20% |
Commitments and Contingencies44
Commitments and Contingencies - Minimum Annual Rental Payments (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Minimum Lease Payments | |
2,015 | $ 5,370 |
2,016 | 9,630 |
2,017 | 8,192 |
2,018 | 8,405 |
2,019 | 7,943 |
Thereafter | 53,478 |
Total Minimum Lease Payments | 93,018 |
Minimum Rentals to be Received Under Subleases | |
2,015 | 100 |
2,016 | 99 |
2,017 | 74 |
2,018 | 0 |
2,019 | 0 |
Thereafter | 0 |
Total Minimum Rentals to be Received Under Subleases | 273 |
Net Lease Payments | |
2,015 | 5,270 |
2,016 | 9,531 |
2,017 | 8,118 |
2,018 | 8,405 |
2,019 | 7,943 |
Thereafter | 53,478 |
Total Net Lease Payments | $ 92,745 |
Commitments and Contingencies45
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
May. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Operating Leased Assets [Line Items] | ||||
Litigation settlement expense | $ 4,700,000 | |||
Office Space | ||||
Operating Leased Assets [Line Items] | ||||
Cease-use liability | $ (200,000) | |||
Richardson, Texas | Office Space | ||||
Operating Leased Assets [Line Items] | ||||
Term of lease | 12 years | |||
Lawsuit Related to Screening Services | ||||
Operating Leased Assets [Line Items] | ||||
Estimated settlement costs | $ 0 | |||
General and Administrative | San Francisco, California | Office Space | ||||
Operating Leased Assets [Line Items] | ||||
Downward adjustment to deferred rent liability | $ 900,000 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Shares excluded from dilutive shares outstanding because their effect was anti-dilutive | 667,244 | 1,336,749 | 1,106,796 | 1,788,923 |
Net Loss Per Share - Calculatio
Net Loss Per Share - Calculation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator: | ||||
Net loss | $ (3,318) | $ (6,291) | $ (4,926) | $ (7,127) |
Basic: | ||||
Weighted average common shares used in computing basic net loss per share | 76,799 | 77,283 | 76,877 | 77,004 |
Add weighted average effect of dilutive securities: | ||||
Stock options and restricted stock | 0 | 0 | 0 | 0 |
Weighted average common shares used in computing diluted net loss per share | 76,799 | 77,283 | 76,877 | 77,004 |
Net loss share: | ||||
Basic (in dollars per share) | $ (0.04) | $ (0.08) | $ (0.06) | $ (0.09) |
Diluted (in dollars per share) | $ (0.04) | $ (0.08) | $ (0.06) | $ (0.09) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 23.50% | 24.70% | |
Decrease in NOL deferred tax asset | $ 0.7 |
Fair Value Measurements - Valua
Fair Value Measurements - Valuation Inputs (Details) - Recurring - Contingent Consideration | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Discount rates | 15.80% | 22.50% |
Volatility rates | 35.00% | 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 | 54.00% | 48.00% |
Risk free rate of return | 0.20% | 0.20% |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Consideration (Details) - Contingent Consideration - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | $ 5,532 | $ 4,150 | $ 4,693 | $ 1,827 |
Recurring | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 5,532 | 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 | 5,532 | 4,150 | ||
Recurring | Active Building LLC | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 463 | 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 | 463 | 1,566 | ||
Recurring | MyBuilding Inc. | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 74 | 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 | 74 | 248 | ||
Recurring | InstaManager | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 3,336 | 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 | 3,336 | 2,335 | ||
Recurring | VMM | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | 1 | ||
Recurring | VMM | Level 1 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | 0 | ||
Recurring | VMM | Level 2 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | 0 | ||
Recurring | VMM | Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | $ 1 | ||
Recurring | Indatus | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 1,168 | |||
Recurring | Indatus | Level 1 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | |||
Recurring | Indatus | Level 2 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | |||
Recurring | Indatus | Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 1,168 | |||
Recurring | VRX | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 491 | |||
Recurring | VRX | Level 1 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | |||
Recurring | VRX | Level 2 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | 0 | |||
Recurring | VRX | Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration related to acquisition | $ 491 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 Fair Values (Details) - Level 3 - Contingent Consideration - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 4,150 | $ 1,827 |
Initial contingent consideration | 1,659 | 2,939 |
Settlements through cash payments | (687) | 0 |
Net loss (gain) on change in fair value | 410 | (73) |
Balance at end of period | $ 5,532 | $ 4,693 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Mar. 31, 2015 - Trade names - USD ($) | Total |
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 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | May. 06, 2015 | May. 06, 2014 | Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | May. 31, 2015 | May. 31, 2014 |
Class of Stock [Line Items] | |||||||
Authorized amount of common stock repurchase | $ 50,000,000 | $ 50,000,000 | $ 75,000,000 | ||||
Repurchase period | 1 year | 1 year | |||||
Number of shares repurchased | 369,861 | 771,304 | 966,595 | ||||
Weighted average cost per share of shares repurchased | $ 19.46 | $ 19.64 | $ 16.06 | ||||
Value of stock repurchased | $ 7,200,000 | $ 15,146,000 | $ 15,500,000 | ||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares retired during the period | (1,737,899) |