Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2013 |
Summary Of Significant Accounting Policies [Abstract] | ' |
Use Of Estimates | ' |
Use of Estimates |
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes. Actual results could differ from those estimates. |
On an on-going basis, we evaluate our estimates, including those related to revenue recognition, allowance for doubtful accounts, the fair value of financial assets, acquired intangible assets, goodwill, contingent consideration, and other assets and liabilities; the useful lives of intangible assets, property and equipment, capitalized software and website development costs; assumptions used to calculate stock-based compensation including volatility, expected life and forfeiture rate; and income taxes (including recoverability of deferred taxes), among others. We base our estimates on historical experience and on other various assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
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Revenue Recognition | ' |
Revenue Recognition |
We recognize revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or the services have been rendered, (iii) the fee is fixed or determinable, and (iv) collection of the resulting receivable is reasonably assured. |
Our revenue is presented net of a provision for sales credits, which is estimated based on historical results, and established in the period in which services are provided. |
Transaction Services Revenue |
Lender Transaction Services Revenue |
Lender transaction services revenue consists of transaction revenue earned from our lender customers for (1) each electronic receipt of credit application or contract data that dealers submit to them through the Dealertrack credit application network; (2) for each financing contract executed via our electronic contracting and digital contract processing solution; (3) for collateral management transactions; and (4) for any data services performed. |
Credit Application Transaction Revenue |
Our web-based credit application network facilitates the online credit application process by enabling dealers to transmit a consumer’s credit application information to one or more lenders. Credit application revenue consists of revenue earned on a per transaction basis and set-up fees charged to lenders for establishing connections. Transaction revenue is earned upon the electronic receipt of the credit application data and set-up fees are recognized ratably over the expected customer relationship period of four years. |
Electronic and Digital Contracting Transaction Revenue |
Our eContracting product allows dealers to obtain electronic signatures and provide contract information electronically to lender customers that participate in the solution. Our digital contract processing service receives paper-based contracts from dealers, digitizes the contract and submits them in electronic format to the respective lenders. Electronic and digital contracting revenue is recognized on a per transaction basis after services have been rendered. |
Collateral Management Services Transaction Revenue |
Our collateral management solution provides vehicle title and administration services for our customers, which are comprised mainly of lenders. The solution facilitates communication between our customers and the state department of motor vehicles by providing a solution for our customers to monitor title perfection and expedite the processing of liens with the state department of motor vehicles. We offer both paper-based and electronic-based title services depending on state requirements. Customer contracts for title services are principally comprised of two elements: (1) title perfection confirmation and (2) title administration. |
For paper-based titles, title perfection confirmation occurs upon the receipt of title and lien documentation supporting title perfection from the department of motor vehicles. For electronic-based titles, title perfection confirmation is achieved upon electronic acknowledgement that department of motor vehicles’ records reflect the customer as the lien holder. |
For paper-based titles, title administration services require us to physically hold, store and manually release the title. For electronic-based titles, title administration services require data storage. The release of the electronic title can be accomplished by the lien holder and does not require manual action by us. |
Deliverables for paper and electronic title management arrangements are separated into more than one unit of accounting when (i) the delivered element(s) have value to the customer on a stand-alone basis, (ii) delivery of the undelivered element(s) is probable and substantially in our control, and (iii) relative selling price is determined. |
Based on the above criteria, paper and electronic-based collateral management service revenue are separated into two units of accounting. We recognize a portion of the paper-based transaction fee upon receipt of title and lien documentation supporting title perfection from the department of motor vehicles. For electronic-based titles, we recognize a portion of the fee upon electronic acknowledgement that the department of motor vehicles’ records reflect the customer as the lien holder. For paper-based title services, amounts allocated to each unit of accounting are based upon vendor-specific objective evidence. For electronic-based title services, amounts allocated to each unit of accounting are based upon estimated selling price, which is based upon an adjustment to the selling price of our individual paper-based title services, when sold separately. The adjustment to the selling price is due to the lower selling price of electronic-based services compared to paper-based services. |
For customers in which we bill the entire transaction fee in advance, the title administration portion of the fee for both paper and electronic-based titles is deferred and recognized over the title administration period, which is estimated at approximately three years. This estimate is based upon a historical analysis of the average time period between the date of financing and the date of pay-off. |
Collateral management services revenue also includes revenue earned from converting a new customer’s title portfolio to our collateral management solution, which may include other ancillary services. Amounts earned from converting a new customer’s portfolio are recognized over the customer’s estimated portfolio loan life which varies depending on the customer. Amounts earned from other ancillary services are recognized on a per transaction basis after services have been rendered. |
Data Services Transaction Revenue |
Data service solutions are designed to help lenders analyze investment risk through detailed study of return rates and historic market trends. Whether a lender portfolio consists of leases, loans, or both, our data service products will analyze lenders automotive investments for maximum return. Data services revenue is recognized on a per record basis after services have been rendered. |
Dealer and Other Service Provider Transaction Services Revenue |
Registration Transaction Revenue |
Our registration and titling services solution provides various web-based and service-bureau based automotive vehicle registration services to customers. Registration and titling services revenue is recognized on a per transaction basis after services have been rendered. |
Aftermarket Transaction Revenue |
The Dealertrack Aftermarket Network streamlines and integrates the entire aftermarket sales and submission process. Aftermarket solution providers connected to the Dealertrack Aftermarket Network enable their dealers to have free access to real-time information needed to make aftermarket sales decisions. Aftermarket services revenue is recognized on a per transaction basis after services have been rendered. |
Credit Bureau Transaction Revenue |
Our credit bureau service provides our dealer customers the ability to access credit reports from several reporting agencies or resellers online. We offer these credit reports on both a reseller and agency basis. We recognize credit bureau revenue on a per transaction basis after services have been rendered. Credit bureau revenue is recognized from all but one credit bureau provider on a net basis due to the fact that we are not considered the primary obligor, and recognized on a gross basis from one provider as we have risk of loss and are considered the primary obligor in the transaction. |
Other Transaction Revenue |
Other transaction revenue includes revenue from appraisal solutions that provide dealers the ability to complete real-time vehicle appraisals as well as revenue from compliance solutions. This transaction revenue is recognized on a per transaction basis after services have been rendered. |
Subscription Services Revenue |
Subscription services revenue consists of revenue earned from primarily our dealers and other customers (typically on a monthly basis) for use of our subscription products and services. Our subscription services enable dealer customers to manage their dealership data and operations, compare various financing and leasing options and programs, sell insurance and other aftermarket products, analyze, merchandise, advertise, and transport their inventory and execute financing contracts electronically. Revenue is recognized from such contracts ratably over the contract period. Set-up fees, if applicable, are recognized ratably over the expected dealer customer relationship period, which is generally 36 to 60 months. For contracts that contain two or more subscription products and services, we recognize revenue in accordance with the above policy using relative selling price when the delivered products have stand-alone value. |
We record revenue for search engine optimization (SEO) and search engine marketing (SEM) based on the assessment of multiple factors, including whether we are the primary obligor to the arrangement and whether we maintain latitude in establishing price. In instances in which we are the primary obligor with discretion regarding price, we record the total amounts received from customers within subscription services revenue, and online search provider payments as cost of revenue. In instances in which we are paid by customers to recommend allocation of their budgeted spend, we record subscription services revenue for the net amounts paid to us by our customers. In this latter instance, our customers budgeted spend and amounts paid to the online search providers do not impact our consolidated results of operations. |
Other Revenue |
Other revenue consists of revenue primarily earned through forms programming, data conversion, hardware and equipment sales from our Dealer Management solution, shipping commissions earned from our digital contract business, and consulting and analytical revenue earned from ALG in periods prior to its disposal in 2011. Training fees are also included in other revenue. Other revenue is recognized when the service is rendered. |
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Shipping Costs | ' |
Shipping Costs |
Shipping charges billed to customers are included in net revenue and the related shipping costs are included in cost of revenue. |
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Cash And Cash Equivalents | ' |
Cash and Cash Equivalents |
Cash and cash equivalents consist of cash and highly liquid investments purchased with original maturity of three months or less. |
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Marketable Securities | ' |
Marketable Securities |
Marketable securities consist of U.S. treasury and agency securities, corporate bonds, municipal bonds and a tax-advantaged preferred security. All of our marketable securities are classified as available-for-sale securities and are recorded at fair value. Unrealized gains and losses, net of the related tax effect, are reported as a separate component of accumulated other comprehensive income until realized. Realized gains and losses are included as a component of other income, net, in the consolidated statement of operations and are calculated based on the specific identification method. |
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Customer Funds | ' |
Customer Funds |
Under contractual arrangements, our registration and titling services solution collects funds from our customers and remits such amounts to the various state departments of motor vehicle registries (registries). Customer funds receivable primarily represents transactions processed by our customers for which we have not collected our fees or the fees payable to the various registries. In addition, payments made to the various registries in advance of receipt from the customer, are recorded as customer funds receivable. Customer funds payable primarily includes transactions processed by our customers for which we have not remitted the fees to the various registries. Customer funds are maintained in separate bank accounts and are segregated from our operating cash. |
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Translation Of Non-U.S. Currencies | ' |
Translation of Non-U.S. Currencies |
We have maintained business operations in Canada since January 1, 2004. The translation of assets and liabilities denominated in foreign currency into U.S. dollars is made at the prevailing rate of exchange at the balance sheet date. Revenue, costs and expenses are translated at the average exchange rates during the period. Translation adjustments are reflected in accumulated other comprehensive income on our consolidated balance sheets, while gains and losses resulting from foreign currency transactions are included in our consolidated statements of operations. Amounts resulting from foreign currency transactions included in our statement of operations were not material for the years ended December 31, 2013, 2012 and 2011. |
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Allowance For Doubtful Accounts | ' |
Allowance for Doubtful Accounts |
We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The amount of the allowance account is based on historical experience and our analysis of the accounts receivable balances outstanding. While credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. If the financial condition of our customers were to deteriorate, resulting in their inability to make payments, additional allowances may be required which would result in an additional expense in the period that this determination was made. |
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Property, Equipment And Depreciation | ' |
Property, Equipment and Depreciation |
Property and equipment are stated at cost less accumulated depreciation, which is provided for by charges to income over the estimated useful lives of the assets using the straight-line method. Maintenance and repairs are charged to operating expenses as incurred. Upon sale or other disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount, less proceeds from disposal, is charged or credited to income. Depreciation expense for the year ended December 31, 2013 included $0.2 million of accelerated depreciation of certain property and equipment due to the discontinuation of their use. |
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Software And Website Development Costs And Amortization | ' |
Software and Website Development Costs and Amortization |
We capitalize costs of materials, consultants, payroll and payroll-related costs incurred by team members involved in developing internal use computer software. Costs incurred during the preliminary project and post-implementation stages are charged to expense. Software and website development costs are amortized on a straight-line basis over estimated useful lives. Capitalized costs are generally amortized over two years while our platform updates are amortized over five years and costs related to our SAP ERP implementation and salesforce.com implementation are amortized over seven years. We perform periodic reviews to ensure that unamortized software and website costs remain recoverable from future revenue. Capitalized software and website development costs, net, were $62.5 million and $46.2 million as of December 31, 2013 and 2012, respectively. Amortization expense totaled $19.1 million, $13.9 million and $12.3 million for the years ended December 31, 2013, 2012 and 2011, respectively. Amortization expense for the year ended December 31, 2012 included $1.0 million of accelerated depreciation of certain technology assets due to the discontinuation of those projects. |
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Goodwill | ' |
Goodwill |
We record as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired. Goodwill is tested annually for impairment as well as whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. Goodwill is tested for impairment using a two-step approach. The first step tests for potential goodwill impairment by comparing the fair value of our one reporting unit to its carrying value. If the fair value of the reporting unit is less than its carrying value, the second step is to calculate and record an impairment loss to the extent that the implied fair value of the goodwill of the reporting unit is less than the carrying value of goodwill. |
Goodwill is required to be assessed at the operating segment or lower level. We determined that the components of our one operating segment have similar economic characteristics, nature of products, distribution, shared resources and type of customer such that the components should be aggregated into a single reporting unit for purposes of performing the impairment test for goodwill. We perform our annual impairment analysis as of the first day of the fourth quarter. The evaluation of impairment involves comparing the current estimated fair value of our reporting unit to the carrying value, including goodwill. We estimate the fair value of our reporting unit by primarily using a market capitalization approach, and also looking at the outlook for the business. The results of our most recent annual assessments performed on October 1, 2013 and 2012 did not indicate any impairment of our goodwill. In each year, the fair value of our reporting unit was significantly in excess of the carrying value, which includes goodwill. As of October 1, 2013, our market capitalization was approximately $1.9 billion compared to our book value, including goodwill, of approximately $602 million. |
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Intangibles And Long-Lived Assets | ' |
Intangibles and Long-lived Assets |
We evaluate our long-lived assets, including property and equipment and finite-lived intangible assets for potential impairment on an individual asset basis or at the lowest level asset grouping for which cash flows can be separately identified. Intangible asset impairments are assessed whenever changes in circumstances could indicate that the carrying amounts of those productive assets exceed their projected undiscounted cash flows. When it is determined that impairment exists, the related asset group is written down to its estimated fair value. The determination of future cash flows and the estimated fair value of long-lived assets, involve significant estimates on the part of management. In order to estimate the fair value of a long-lived asset, we may engage a third party to assist with the valuation. |
Our process for assessing potential triggering events may include, but is not limited to, analysis of the following: |
| · | | any sustained decline in our stock price below book value; | | | | | | | | | | |
| · | | results of our goodwill impairment test; | | | | | | | | | | |
| · | | sales and operating trends affecting products and groupings; | | | | | | | | | | |
| · | | the impact on current and future operating results related to industry statistics including fluctuation of lending relationships between financing sources and automobile dealers, actual and projected annual vehicle sales, and the number of dealers within our network; | | | | | | | | | | |
| · | | the impact of acquisitions on the use of pre-existing long-lived assets; | | | | | | | | | | |
| · | | any losses of key acquired customer relationships; and | | | | | | | | | | |
| · | | changes to or obsolescence of acquired technology, data, and trademarks. | | | | | | | | | | |
We also evaluate the remaining useful life of our long-lived assets on a periodic basis to determine whether events or circumstances warrant a revision to the remaining estimated amortization period. |
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Equity Method Accounting | ' |
Equity Method Accounting |
We apply the equity method of accounting to investments in entities in which we own more than 20% of the equity of the entity and exercise significant influence. |
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Senior Convertible Notes | ' |
Senior Convertible Notes |
In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 470-20, Debt with Conversion and Other Options, we separately account for the liability and equity components of our senior convertible notes. The estimated fair value of the liability component is computed based on an assessment of the fair value of a similar debt instrument that does not include a conversion feature. The equity component, which is recognized as a debt discount and recorded in additional paid-in capital, represents the difference between the gross proceeds from the issuance of the notes and the estimated fair value of the liability component at the date of issuance. The debt discount is amortized over the expected life of a similar liability without the equity component. The effective interest rate used to amortize the debt discount was based on our estimated non-convertible borrowing rate of a similar liability without an equity component as of the date the notes were issued. |
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Income Taxes | ' |
Income Taxes |
We account for income taxes in accordance with the provisions of FASB ASC Topic 740, Accounting for Income Taxes (ASC Topic 740), which requires deferred tax assets and liabilities to be recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Uncertain tax positions are recorded in our consolidated balance sheet in accrued liabilities – other. Interest and penalties, if any, related to tax positions taken in our tax returns are recorded in interest expense and general and administrative expenses, respectively, in our consolidated statement of operations. |
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Advertising Expenses | ' |
Advertising Expenses |
We expense the cost of advertising and promoting our services as incurred. Such costs are included in selling, general and administrative expenses in the consolidated statements of operations and totaled $0.6 million, $0.5 million and $0.8 million for the years ended December 31, 2013, 2012 and 2011, respectively. |
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Concentration Of Credit Risk | ' |
Concentration of Credit Risk |
Our assets that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, short-term and long-term marketable securities and receivables from clients. We place our cash, cash equivalents, short-term and long-term marketable securities with financial institutions. We regularly evaluate the creditworthiness of the issuers in which we invest. Our trade receivables are spread over many customers. We maintain an allowance for uncollectible accounts receivable based on expected collectability and perform ongoing credit evaluations of customers’ financial condition. |
Our revenue is generated from customers in the automotive retail industry. As of December 31, 2013 and 2012, no customer accounted for more than 10% of our accounts receivable. For the three years ended December 31, 2013, no customer accounted for more than 10% of our revenue. |
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Net Income Per Share | ' |
Net Income Per Share |
Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding, assuming dilution, during the period. The diluted earnings per share calculation assumes (i) all stock options which are in the money are exercised at the beginning of the period, (ii) if applicable, unvested awards that are considered to be contingently issuable shares because they contain either a performance or market condition will be included in diluted earnings per share if dilutive and if their conditions have (a) been satisfied at the reporting date or (b) would have been satisfied if the reporting date was the end of the contingency period, and (iii) if applicable, potential common shares which may be issued to satisfy the conversion spread value of our senior convertible notes. |
The number of shares included in the denominator of diluted earnings per share relating to our senior convertible notes is calculated by dividing the conversion spread value by the average share price of our common stock during the period. The conversion spread value is the value that would be delivered to investors based on the terms of the notes, at the assumed conversion date. |
The following table sets forth the computation of basic and diluted net income per share for the years ended December 31, 2013, 2012 and 2011 (in thousands, except per share amounts): |
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| | December 31, | | |
| | 2013 | | | 2012 | | | 2011 | | |
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Numerator: | | | | | | | | | | | | | |
Net income | | $ | 5,894 | | | $ | 20,454 | | | $ | 65,135 | | |
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Denominator: | | | | | | | | | | | | | |
Weighted average common stock outstanding (basic) | | | 43,616 | | | | 42,508 | | | | 41,270 | | |
Common equivalent shares from options to purchase common stock and restricted common stock units | | | 1,709 | | | | 1,491 | | | | 1,257 | | |
Potential common shares related to convertible senior notes | | | — | | | | — | | | | — | | |
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Weighted average common stock outstanding (diluted) | | | 45,325 | | | | 43,999 | | | | 42,527 | | |
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Basic net income per share | | $ | 0.14 | | | $ | 0.48 | | | $ | 1.58 | | |
Diluted net income per share | | $ | 0.13 | | | $ | 0.46 | | | $ | 1.53 | | |
The following is a summary of the weighted average securities outstanding during the respective periods that have been excluded from the diluted net income per share calculation because the effect would have been antidilutive (in thousands): |
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| | December 31, | | |
| | 2013 | | | 2012 | | | 2011 | | |
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Stock options | | | 155 | | | | 653 | | | | 1,303 | | |
Restricted stock units | | | 11 | | | | 262 | | | | 73 | | |
Performance stock units | | | 8 | | | | — | | | | 79 | | |
Senior convertible notes | | | — | | | | — | | | | — | | |
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Total antidilutive awards | | | 174 | | | | 915 | | | | 1,455 | | |
In regards to our senior convertible notes, it is our intent to settle the par value of the notes in cash, and we expect to have the liquidity to do so. As a result, there would be no potential impact to diluted earnings per share unless the average share price of our common stock for the respective periods exceeds the conversion price of $37.37, with additional dilution if the average share price exceeds the warrant strike price of $46.18. |
For the years ended December 31, 2013 and 2012, the average share price of our common stock did not exceed the conversion price of $37.37; therefore, there was no impact to diluted earnings per share. The average share price of our common stock did exceed the conversion price of $37.37 for the third and fourth quarter of 2013, in which the impact was 288 thousand and 546 thousand diluted shares, respectively. |
For the years ended December 31, 2013 and 2012, the average share price of our common stock did not exceed the warrant strike price of $46.18; therefore, there was no additional impact to our diluted earnings per share calculations. |
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Stock-Based Compensation Expense And Assumptions | ' |
Stock-Based Compensation Expense and Assumptions |
Stock-Based Compensation Expense |
Stock-based compensation is measured at the grant date based on the fair value of the award, and recognized as an expense over the requisite service period, net of an estimated forfeiture rate. We currently have three types of stock-based compensation awards: stock options, restricted stock units and performance stock units. There are no longer any restricted common stock awards outstanding. |
The following summarizes stock-based compensation expense recognized for the three years ended December 31, 2013, 2012 and 2011 (in thousands): |
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| | Year Ended December 31, | | | | |
| | 2013 | | 2012 | | 2011 | | | | |
Stock options | | $ | 4,020 | | $ | 4,608 | | $ | 4,941 | | | | |
Restricted stock units | | | 8,223 | | | 7,101 | | | 5,293 | | | | |
Performance stock units | | | 2,148 | | | 1,883 | | | 1,057 | | | | |
Restricted common stock | | | — | | | — | | | 321 | | | | |
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Total stock-based compensation expense | | $ | 14,391 | | $ | 13,592 | | $ | 11,612 | | | | |
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The expense recorded to performance stock units includes expense related to the Revenue Performance Awards, the Adjusted Net Income (ANI) Performance Awards and the Total Shareholder Return (TSR) Performance Awards for the years ended December 31, 2013, 2012 and 2011 is as follows (in thousands): |
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| | December 31, | | |
| | 2013 | | | 2012 | | | 2011 | | |
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TSR Performance Awards | | | 1,013 | | | | 1,051 | | | | 605 | | |
Revenue Performance Awards | | | 395 | | | | — | | | | — | | |
ANI Performance Awards | | | 740 | | | | 832 | | | | 452 | | |
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Total | | | 2,148 | | | | 1,883 | | | | 1,057 | | |
The income tax benefit related to stock-based compensation expense for the years ended December 31, 2013, 2012 and 2011, was $5.2 million, $5.0 million, and $4.2 million, respectively. |
A summary of the unamortized stock-based compensation expense and associated weighted average remaining amortization periods for stock options, restricted stock units and performance stock units is presented below: |
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| | | | | | Unamortized | | | Weighted | | |
| | | | | | Stock-Based | | | Average | | |
| | | | | | Compensation | | | Amortization | | |
| | | | | | Expense | | | Period | | |
| | | | | | (in thousands) | | | (in years) | | |
Stock options | | | | | | | 7,155 | | | | 2.40 | | |
Restricted stock units | | | | | | | 15,936 | | | | 2.29 | | |
Performance stock units | | | | | | | 2,573 | | | | 0.96 | | |
Stock-Based Compensation Assumptions and Vesting Requirements |
Determining the appropriate fair value model and calculating the fair value of stock-based payment awards require the input of highly subjective assumptions, including the expected life, expected stock price volatility, and the number of awards that will be forfeited prior to the completion of the vesting requirements. We use Black-Scholes-Merton and binomial lattice-based valuation pricing models to value our stock-based awards. |
Expected Life |
Beginning in 2013, the expected life of any issued stock-based awards is based upon our historical exercise patterns and the period of time that the awards are expected to be outstanding. Previously, due to our limited public company history, the expected life was determined based upon the experience of similar entities whose shares are publicly-traded. The expected life for stock-based awards granted prior to December 31, 2007 was determined based on the “simplified” method, due to our limited public company history. |
Expected Stock Price Volatility |
The expected volatility of any stock-based awards we issue is based on our historical volatility. Previously, due to our limited public company history, the expected volatility for stock-based awards was determined using a time-weighted average of our historical volatility and the expected volatility of similar entities whose common shares are publicly-traded. |
Risk-Free Interest Rate and Dividend Yield |
The risk-free interest rates used for all stock-based awards granted were the actual U.S. Treasury zero-coupon rates for bonds matching our expected life of an option on the date of grant. |
The expected dividend yield is not applicable to our stock-based award grants as we have not paid any dividends on our common stock. We do not anticipate declaring or paying cash dividends on our common stock, and we are currently limited in doing so pursuant to our credit facility. |
Option Vesting Requirements |
Options granted generally vest over a period of four years (three years for directors) from the vesting commencement date. Options granted generally expire seven years from the date of grant, except for stock options granted prior to July 11, 2007, which expire ten years from the date of grant. Options, to the extent unvested, expire on the date of termination of employment, and to the extent vested, generally expire at the end of the three-month period following termination of employment, except in the case of executive officers, who under certain conditions have a twelve-month period following termination of employment to exercise. |
Restricted Stock Unit Vesting Requirements |
Restricted stock units granted are generally subject to an annual cliff vest over four years (one year for directors) from the vesting commencement date, with the exception of performance stock unit awards. |
Performance Stock Unit Vesting Requirements |
The performance stock unit awards for 2013 are earned upon the achievement of revenue and total shareholder return targets and the grantee’s continuous employment in active service until the final vest date, which is approximately three years from the grant date. The performance stock unit awards for 2012 and 2011 are earned upon the achievement of adjusted net income and total shareholder return targets and the grantee’s continuous employment in active service until the final vest date, which is approximately three years from the grant date. |
Long Term Incentive Plan (LTIP) |
The LTIP awards were earned upon the achievement of earnings before interest, taxes, depreciation and amortization (EBITDA) and market-based targets for fiscal years 2007, 2008 and 2009 and the grantee’s continuous employment in active service until the final vest date, which was approximately three years from the grant date. |
Fair Value Inputs |
The fair value of each share-based award grant has been estimated on the date of grant using the Black-Scholes-Merton Option Pricing Model with the following assumptions: |
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| | December 31, | |
| | 2013 | | 2012 | | 2011 | |
Expected volatility | | | 44 | % | | | 47.3 – 49.9 | % | | | 49.5 | % | |
Expected dividend yield | | | 0 | % | | | 0 | % | | | 0 | % | |
Expected life (in years) | | | 4.60 | | | | 4.18 | | | | 4.10 | | |
Risk-free interest rate | | | 0.65 – 1.31 | % | | | 0.50 – 0.62 | % | | | 0.67 – 1.63 | % | |
Weighted-average fair value of stock options granted | | $ | 10.86 | | | $ | 10.79 | | | $ | 8.36 | | |
Weighted-average fair value of restricted stock units granted | | $ | 30.00 | | | $ | 28.03 | | | $ | 20.30 | | |
The fair value of TSR Performance Awards is estimated on the date of grant using a binomial lattice-based valuation pricing model. The fair value of Revenue Performance Awards and ANI Performance Awards are estimated on the date of grant using a Black-Scholes-Merton valuation pricing model. The weighted-average assumptions were as follows: |
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| | December 31, | |
| | 2013 | | 2012 | | 2011 | |
Expected dividend yield | | | 0 | % | | | 0 | % | | | 0 | % | |
Risk-free interest rate | | | 0.34 | % | | | 0.39 | % | | | 1.16 | % | |
Weighted-average fair value of TSR Performance Awards granted | | $ | 30.42 | | | $ | 28.98 | | | $ | 21.27 | | |
Weighted-average fair value of Revenue Performance Awards granted | | $ | 28.87 | | | | N/A | | | | N/A | | |
Weighted-average fair value of ANI Performance Awards granted | | $ | N/A | | | $ | 27.99 | | | $ | 19.48 | | |
Application of alternative assumptions could produce significantly different estimates of the fair value of stock-based compensation and consequently, the related amounts recognized in our consolidated statements of operations. |
For further information on our stock-based compensation programs, please refer to Note 14. |
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Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements |
In February 2013, the FASB issued Accounting Standards Update 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. We adopted this update in the first quarter of 2013. For the amounts reclassified out of accumulated other comprehensive income (AOCI), please refer to Note 4. |
In July 2013, the FASB issued Accounting Standards Update 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The guidance is effective for interim and annual periods beginning after December 15, 2013, with early adoption permitted. This standard will be effective for us beginning with the quarter ending March 31, 2014. We do not expect the adoption to have a material impact on our consolidated financial statements. |
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