Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 14, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'TRLA | ' |
Entity Registrant Name | 'TRULIA, INC. | ' |
Entity Central Index Key | '0001349454 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 37,297,030 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $43,417 | $100,017 |
Accounts receivable, net of allowance for doubtful accounts of $446 and $142 as of September 30, 2013 and December 31, 2012, respectively | 13,679 | 6,095 |
Prepaid expenses and other current assets | 5,853 | 1,413 |
Total current assets | 62,949 | 107,525 |
Restricted cash | 1,885 | 385 |
Property and equipment, net | 12,524 | 7,069 |
Intangible assets | 121,699 | 445 |
Goodwill | 255,904 | 2,155 |
Other assets | 622 | 1,385 |
TOTAL ASSETS | 455,583 | 118,964 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 1,954 | 525 |
Accrued liabilities | 10,061 | 2,916 |
Accrued compensation and benefits | 10,001 | 4,500 |
Deferred revenue | 12,089 | 13,296 |
Long-term debt, current portion | 3,748 | 2,665 |
Other current liabilities | 601 | 991 |
Total current liabilities | 38,454 | 24,893 |
Long-term debt, net of current portion | 4,269 | 7,094 |
Other long-term liabilities | 1,551 | 443 |
Total liabilities | 44,274 | 32,430 |
Commitments and contingencies (NOTE 8) | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock, par value of $0.00001, 20,000,000 shares authorized as of September 30, 2013 and December 31, 2012; no shares issued or outstanding as of September 30, 2013 and December 31, 2012 | ' | ' |
Common stock, par value of $0.00001, 1,000,000,000 shares authorized as of September 30, 2013 and December 31, 2012; 37,269,391 and 27,552,818 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively | ' | ' |
Additional paid-in capital | 465,047 | 133,659 |
Accumulated deficit | -53,738 | -47,125 |
Total stockholders' equity | 411,309 | 86,534 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $455,583 | $118,964 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $446 | $142 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 37,269,391 | 27,552,818 |
Common stock, shares outstanding | 37,269,391 | 27,552,818 |
Preferred stock [Member] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | ' | ' |
Preferred stock, outstanding | ' | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $40,283 | $18,544 | $93,998 | $47,531 |
Cost and operating expenses: | ' | ' | ' | ' |
Cost of revenue (exclusive of amortization of product development cost) | 6,069 | 2,615 | 13,694 | 7,308 |
Technology and development | 10,058 | 5,235 | 21,484 | 15,140 |
Sales and marketing | 20,189 | 8,441 | 45,785 | 23,638 |
General and administrative | 9,826 | 3,631 | 20,568 | 9,656 |
Acquisition related costs | 4,060 | ' | 6,065 | ' |
Total cost and operating expenses | 50,202 | 19,922 | 107,596 | 55,742 |
Loss from operations | -9,919 | -1,378 | -13,598 | -8,211 |
Interest income | 33 | 3 | 112 | 10 |
Interest expense | -203 | -268 | -655 | -759 |
Change in fair value of warrant liability | ' | -46 | ' | -369 |
Loss before provision for income taxes | -10,089 | -1,689 | -14,141 | -9,329 |
Income tax benefit | 7,869 | ' | 7,529 | ' |
Net loss attributable to common stockholders | ($2,220) | ($1,689) | ($6,612) | ($9,329) |
Net loss per share attributable to common stockholders, basic and diluted | ($0.06) | ($0.19) | ($0.21) | ($1.23) |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 34,557,842 | 8,805,722 | 31,734,356 | 7,572,902 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income (loss) | ($6,612) | ($9,329) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 6,288 | 2,472 |
Stock-based compensation | 10,551 | 1,809 |
Provision for doubtful accounts | 325 | 53 |
Change in fair value of warrant liability | ' | 369 |
Increase in stock appreciation rights liability | 117 | ' |
Release of valuation allowance | -7,923 | ' |
Amortization of debt discount | 105 | 131 |
Amortization of debt issue cost | 21 | 23 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -6,961 | -2,691 |
Prepaid expenses and other current assets | -1,802 | -809 |
Other assets | ' | -533 |
Accounts payable | -5,334 | -1,061 |
Accrued liabilities | 3,609 | 2,385 |
Accrued compensation and benefits | 3,248 | 1,382 |
Deferred revenue | -1,207 | 8,416 |
Other long-term liabilities | -184 | -265 |
Net cash provided by (used in) operating activities | -5,759 | 2,352 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Increase in restricted cash and deposits | -1,500 | ' |
Decrease in restricted cash and deposits | 413 | ' |
Reclass from cash equivalents to short-term investments | ' | -85 |
Maturities of short-term investments | 2,999 | 4,300 |
Purchases of property and equipment | -8,191 | -3,387 |
Acquisition, net of cash acquired of $9.7 million in 2013 and $0 in 2012 | -160,813 | ' |
Net cash provided by (used in) investing activities | -167,092 | 828 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from follow-on public offering, net of underwriting discounts | 114,056 | 93,279 |
Payments of costs related to public offerings | -1,034 | -2,401 |
Repayments of long-term debt | -1,848 | ' |
Value of equity awards withheld for tax liability | -201 | ' |
Repayments on capital lease liability | -167 | -250 |
Proceeds from exercise of stock options | 5,445 | 741 |
Net cash provided by financing activities | 116,251 | 91,369 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -56,600 | 94,549 |
CASH AND CASH EQUIVALENTS-Beginning of period | 100,017 | 7,041 |
CASH AND CASH EQUIVALENTS-End of period | 43,417 | 101,590 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' | ' |
Cash paid for interest | 544 | 586 |
Cash paid for income taxes | 395 | 4 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Unpaid deferred IPO/follow-on offering costs | ' | 1,431 |
Stock-based compensation capitalized in product development costs | 407 | 30 |
Conversion of preferred stock warrants to common stock warrants | ' | 666 |
Purchase of equipment under capital leases | ' | 119 |
Net change related to purchase of equipment in accounts payable and accrued liabilities | $136 | ($90) |
Shares issued and assumed related to acquisition | 5,340,271 | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Statement Of Cash Flows [Abstract] | ' | ' |
Acquisition, cash acquired | $9,700 | $0 |
Organization_and_Description_o
Organization and Description of Business | 9 Months Ended | |
Sep. 30, 2013 | ||
Accounting Policies [Abstract] | ' | |
Organization and Description of Business | ' | |
1 | Organization and Description of Business | |
We were incorporated on June 1, 2005 in the state of Delaware as Realwide, Inc. On September 22, 2005, we changed our name to Trulia, Inc. | ||
Our online marketplace and mobile applications help consumers research homes and neighborhoods and provide a broad array of information to help them in the buying and selling processes. We also help real estate professionals market themselves and their listings. Our subscription-based real estate marketing and software products provide real estate professionals with access to transaction-ready consumers and help them grow and manage their businesses. | ||
Follow-on Public Offering | ||
In March 2013, we completed a follow-on public offering in which we sold an aggregate of 4,025,000 shares of our common stock, which included 525,000 shares sold pursuant to the exercise by the underwriters of an option to purchase additional shares, at a public offering price of $29.75 per share. In addition, another 3,117,311 shares were sold by certain selling stockholders, which included 406,606 shares sold pursuant to the exercise by the underwriters of an option to purchase additional shares. We received aggregate net proceeds of $113.0 million, after deducting underwriting discounts and commissions and offering expenses payable by us, from sales of our shares in the offering. We did not receive any of the proceeds from the sales of shares by the selling stockholders. | ||
Acquisition of Market Leader, Inc. | ||
In August 2013, we acquired all the outstanding shares of capital stock of Market Leader, Inc. (“Market Leader”) for 4,412,489 shares of our common stock and $170.5 million in cash. Market Leader is a provider of software-as-a-service (“SaaS”)-based customer relationship management software for the real estate sector. Under the terms and conditions of the Agreement and Plan of Merger (the “Merger Agreement”), each outstanding share of Market Leader common stock was converted into the right to receive (a) $6.00 in cash, without interest, and subject to applicable withholding tax, and (b) 0.1553 of a share of our common stock, for a total purchase consideration of $372.7 million. In connection with the merger, all of the outstanding stock options, stock appreciation rights and restricted stock units of Market Leader were converted into stock options, stock appreciation rights and restricted stock units, respectively, denominated in shares of our common stock based on formulas set forth in the Merger Agreement. We have included Market Leader’s results of operations prospectively after August 20, 2013, the date of acquisition. Further detail on this business combination is presented in Note 5 of these condensed consolidated financial statements. | ||
Certain Significant Risks and Uncertainties | ||
We operate in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, we believe that changes in any of the following areas could have a significant negative effect on our future financial position, results of operations, or cash flows: ability to obtain additional financing; advances and trends in new technologies and industry standards; changes in certain strategic relationships or customer relationships; market acceptance of our products; development of sales channels; loss of significant customers; litigation or other claims against us; the hiring, training, and retention of key employees; changes in enacted tax rates; and new product introductions by competitors. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Summary of Significant Accounting Policies | ' | ||||
2 | Summary of Significant Accounting Policies | ||||
Basis of Presentation | |||||
Our condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes as of and for the year ended December 31, 2012 included in our Annual Report on Form 10-K, which was filed with the SEC on March 4, 2013. The condensed consolidated balance sheet as of December 31, 2012, included herein, was derived from the audited financial statements as of that date. | |||||
The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual financial statements and, in our opinion, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of September 30, 2013, our results of operations for the three and nine months ended September 30, 2013 and 2012, and our cash flows for the nine months ended September 30, 2013 and 2012. The results for the three and nine month period ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ended December 31, 2013, or for any other interim period, or for any other future year. | |||||
Principles of Consolidation | |||||
The unaudited consolidated financial statements include the operations of Trulia and our wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||
Business Combination | |||||
We recognize identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that we identify adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. | |||||
Purchased Intangible Assets | |||||
Purchased intangible assets with a determinable economic life are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful life of each asset on a straight-line basis. The useful lives of the purchased intangible assets are as follows: | |||||
Enterprise relationships | 10 | ||||
Premium users | 5 | ||||
Existing technology | 7 | ||||
Trade names | 10 | ||||
Home/MLS data feeds | 10 | ||||
Purchased intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, an impairment loss would be recognized when the carrying amount of the asset exceeds the fair value of the asset. | |||||
Use of Estimates | |||||
The preparation of the accompanying financial statements in conformity with GAAP requires that we make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Significant items subject to such estimates include: revenue recognition; allowance for doubtful accounts; useful lives of property and equipment and intangible assets; recoverability of long-lived assets, intangible assets with definite lives and goodwill; determination of fair value of our common stock, stock options and preferred and common stock warrants; income tax uncertainties, including a valuation allowance for deferred tax assets; accounting for business combinations; and contingencies. We base these estimates on historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates. | |||||
Significant Accounting Policies | |||||
There have been no changes to our significant accounting policies described in our Annual Report for the fiscal year ended December 31, 2012. | |||||
Reclassification | |||||
Certain amounts in the balance sheet for the year ended December 31, 2012 have been reclassified to be consistent with the current year presentation. Net intangible assets of $278,000 and $445,000 as of September 30, 2013 and December 31, 2012, respectively, have been reclassified out of other assets into an intangible assets line in the balance sheet to conform with the presentation of the intangible assets acquired in the business combination transaction. This reclassification has no impact on our financial condition, results of operations or cash flows. | |||||
Recently Issued Accounting Standards | |||||
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or Tax Credit Carryforward Exists,” (“ASU 2013-11”). ASU 2013-11 requires entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward when settlement in this manner is available under the tax law. This guidance is effective for interim and annual reporting periods beginning after December 15, 2013, with earlier adoption permitted, and may be applied prospectively or retrospectively. We expect to adopt this guidance on January 1, 2014. We are in process of assessing the impact on our financial position, results of operations and cash flows from the adoption of this guidance. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
3 | Fair Value Measurements | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The carrying values of our financial instruments, including cash equivalents, accounts receivable and accounts payable, approximate their fair values due to the short period of time to maturity or repayment. The carrying value of the restricted cash approximates its fair value due to the short period of time to maturity of the underlying certificates of deposit. Long-term debt is stated at the carrying value as the stated interest rate approximates market rates currently available to us. As of September 30, 2012, we were holding preferred stock warrants for which their carrying amount represented their fair value. | |||||||||||||||||
Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or the liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows: | |||||||||||||||||
Level I—Unadjusted quoted prices in active markets for identical assets or liabilities; | |||||||||||||||||
Level II—Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and | |||||||||||||||||
Level III—Unobservable inputs that are supported by little or no market activity, which requires us to develop our own assumptions. | |||||||||||||||||
The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As of September 30, 2013 and December 31, 2012 our financial instruments consisted of Level I assets and liabilities. Level I assets include highly liquid money market funds that are classified as cash and cash equivalents and certificates of deposit that are included in restricted cash. Level I liabilities consist of long-term debt. Prior to September 2012, we carried a Level III liability related to a preferred stock warrant that was remeasured in August 2012 before our initial public offering in September 2012 and reclassified as additional paid-in capital. Inputs used to determine the estimated fair value of the warrant liability in August 2012 included the estimated fair value of the underlying stock at the valuation date, the estimated term of the warrants, the risk-free interest rates, the expected dividends, and the expected volatility of the underlying stock. | |||||||||||||||||
As of September 30, 2013 and December 31, 2012 we measured and reported our cash equivalents and restricted cash at fair value on a recurring basis. Our cash equivalents are invested in money market funds and our restricted cash consists of certificates of deposit. The following table sets forth the fair value of our financial assets remeasured on a recurring basis, by level within the fair value hierarchy (in thousands): | |||||||||||||||||
As of September 30, 2013 | |||||||||||||||||
Level I | Level II | Level III | Total | ||||||||||||||
Financial Assets: | |||||||||||||||||
Money market funds | $ | 9,683 | $ | — | $ | — | $ | 9,683 | |||||||||
Restricted cash | 1,885 | — | — | 1,885 | |||||||||||||
Total financial assets | $ | 11,568 | $ | — | $ | — | $ | 11,568 | |||||||||
As of December 31, 2012 | |||||||||||||||||
Level I | Level II | Level III | Total | ||||||||||||||
Financial Assets: | |||||||||||||||||
Money market funds | $ | 6,681 | $ | — | $ | — | $ | 6,681 | |||||||||
Restricted cash | 385 | — | — | 385 | |||||||||||||
Total financial assets | $ | 7,066 | $ | — | $ | — | $ | 7,066 | |||||||||
Our cash equivalents include all credit card and debit card transactions that process within one business day. The amounts due from third party merchant processors for these transactions that are included in the cash equivalents totaled $427,000 and $135,000 as of September 30, 2013 and December 31, 2012, respectively. | |||||||||||||||||
The following table sets forth a summary of the changes in the fair value of our Level III financial liabilities for the three and nine months ended September 30, 2013 and 2012 (in thousands): | |||||||||||||||||
Three Months | Nine Months | ||||||||||||||||
Ended September 30, | Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Fair value—beginning of period | $ | — | $ | 620 | $ | — | $ | 297 | |||||||||
Issuance of preferred stock warrants | — | — | — | ||||||||||||||
Change in fair value of Level III financial liabilities | — | 46 | 369 | ||||||||||||||
Reclassification of warrant liability to stockholders’ equity (deficit) | — | (666 | ) | — | (666 | ) | |||||||||||
Fair value—end of period | $ | — | $ | — | $ | — | $ | — | |||||||||
We determined the fair value of the outstanding convertible preferred stock warrants as of August 2012 using the following assumptions: | |||||||||||||||||
As of August 17, | |||||||||||||||||
2012 | |||||||||||||||||
Estimated term (in years) | 5.9 | ||||||||||||||||
Risk-free interest rate | 1 | % | |||||||||||||||
Expected volatility | 53 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
The gains and losses from remeasurement of Level III financial liabilities were recorded through the change in fair value of the warrant liability in the statements of operations. |
Property_and_Equipment_net
Property and Equipment, net | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment, net | ' | ||||||||
4 | Property and Equipment, net | ||||||||
Property and equipment consisted of the following (in thousands): | |||||||||
As of September 30, | As of December 31, | ||||||||
2013 | 2012 | ||||||||
Computer equipment | $ | 6,216 | $ | 6,078 | |||||
Capitalized product development costs | 6,768 | 3,230 | |||||||
Furniture and fixtures | 1,525 | 974 | |||||||
Leasehold improvements | 2,834 | 2,314 | |||||||
Software | 179 | 11 | |||||||
Assets not yet in service | 4,305 | 614 | |||||||
Total property and equipment, gross | 21,827 | 13,221 | |||||||
Less: accumulated depreciation and amortization | (9,303 | ) | (6,152 | ) | |||||
Total property and equipment, net | $ | 12,524 | $ | 7,069 | |||||
As of September 30, 2013 and December 31, 2012, property and equipment under capital lease, included within the computer equipment balance above, amounted to $491,000 and $865,000, respectively, with accumulated depreciation of $354,000 and $492,000 respectively. Depreciation expense for the three months ended September 30, 2013 and 2012 was $1.6 million and $865,000, respectively. Depreciation expense for the nine months ended September 30, 2013 and 2012 was $4.5 million and $2.4 million, respectively. | |||||||||
We capitalized costs associated with product development of $2.0 million and $728,000 during the three months ended September 30, 2013 and 2012, respectively, and $5.1 million and $1.5 million during the nine months ended September 30, 2013 and 2012, respectively. Amortization expense for product development costs included in the technology and development expenses during the three months ended September 30, 2013 and 2012 was $559,000 and $266,000, respectively. Amortization expense for product development costs included in the technology and development expense during the nine months ended September 30, 2013 and 2012 was $1.2 million and $748,000, respectively. |
Acquisition_of_Market_Leader
Acquisition of Market Leader | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Acquisition of Market Leader | ' | ||||||||||||||||
5 | Acquisition of Market Leader | ||||||||||||||||
During the quarter, we acquired all the outstanding shares of capital stock of Market Leader, Inc. (“Market Leader”) for 4,412,489 shares of our common stock and $170.5 million in cash. Market Leader is a provider of software-as-a-service (“SaaS”)-based customer relationship management software for the real estate sector. Under the terms and conditions of the Agreement and Plan of Merger (the “Merger Agreement”), each outstanding share of Market Leader common stock was converted into the right to receive (a) $6.00 in cash, without interest, and subject to applicable withholding tax, and (b) 0.1553 of a share of the Company’s common stock, for a total purchase price of $372.7 million. In connection with the merger, all of the outstanding stock options, stock appreciation rights and restricted stock units of Market Leader were converted into stock options, stock appreciation rights and restricted stock units, respectively, denominated in shares of our common stock based on formulas set forth in the Merger Agreement. We have included Market Leader’s results of operations prospectively after August 20, 2013, the date of acquisition. | |||||||||||||||||
The acquisition adds additional products and services to our offerings for real estate professionals. With these additional products, we now offer products and services that encompass the entire real estate agent workflow -- from generating and capturing initial leads through nurturing those leads into clients and real estate transactions. The acquisition has also added new customers, technology assets and intellectual property assets. | |||||||||||||||||
The purchase price of $372.7 million reflects the cash amount paid and the fair value of our common stock transferred as consideration for all outstanding shares of Market Leader, and the fair value of pre-combination services of Market Leader employees reflected in the vested equity awards assumed by us in the acquisition. The purchase price components are summarized in the following table (in thousands): | |||||||||||||||||
Cash paid for the outstanding stock of Market Leader | $ | 170,497 | |||||||||||||||
Fair value of common stock transferred as consideration for the outstanding stock of Market Leader (4,412,489 shares) | 189,296 | ||||||||||||||||
Fair value of vested equity awards assumed by us | 12,871 | ||||||||||||||||
Total purchase price | $ | 372,664 | |||||||||||||||
The fair value of the 4,412,489 shares of our common stock issued as part of the consideration paid for Market Leader was determined on the basis of the closing market price of our common stock on the acquisition date. The fair value of the vested equity awards was determined by using a Black-Scholes option pricing model with the applicable assumptions as of the acquisition date. | |||||||||||||||||
The fair value of Market Leader unvested stock awards (that were converted to our awards), relate to post-combination services of Market Leader employees and will be recorded as share-based compensation expense over the respective vesting periods. | |||||||||||||||||
The total purchase price has been allocated to the preliminary net tangible and intangible assets based on their preliminary fair values as of August 20, 2013 as set forth below. The excess of the purchase price over the preliminary net tangible assets and intangible assets was recorded as goodwill. Goodwill recorded as a result of this acquisition includes intangible assets that do not qualify for separate recognition, such as the assembled workforce and anticipated synergies from complementary products and largely non-overlapping customer bases. Goodwill is not deductible for income tax purposes. We expect to continue to obtain information to assist us in determining the fair values of the net assets acquired at the acquisition date during the measurement period. Our preliminary purchase price allocation is as follows: (in thousands): | |||||||||||||||||
Cash | $ | 9,662 | |||||||||||||||
Short-term investments | 2,999 | ||||||||||||||||
Other identifiable tangible assets | 3,732 | ||||||||||||||||
Total tangible assets | 16,393 | ||||||||||||||||
Accounts payable | (7,058 | ) | |||||||||||||||
Accrued expenses and other current liabilities | (3,104 | ) | |||||||||||||||
Accrued compensation and benefits | (2,253 | ) | |||||||||||||||
Other identifiable liabilities | (8,163 | ) | |||||||||||||||
Total liabilities | (20,578 | ) | |||||||||||||||
Net acquired tangible assets | (4,185 | ) | |||||||||||||||
Identifiable intangible assets | 123,100 | ||||||||||||||||
Goodwill | 253,749 | ||||||||||||||||
Total purchase price allocation | $ | 372,664 | |||||||||||||||
We acquired a net deferred tax liability of $7.9 million related to Market Leader in this business combination. | |||||||||||||||||
Intangible assets acquired consist of the following (in thousands): | |||||||||||||||||
Estimated | |||||||||||||||||
Amortization | |||||||||||||||||
Period | |||||||||||||||||
(in years) | |||||||||||||||||
Enterprise relationships | $ | 29,000 | 10 | ||||||||||||||
Premium users | 15,200 | 5 | |||||||||||||||
Existing technology | 32,300 | 7 | |||||||||||||||
Trade names | 42,900 | 10 | |||||||||||||||
Home/MLS data feeds | 3,700 | 10 | |||||||||||||||
Total intangible assets acquired | $ | 123,100 | |||||||||||||||
Enterprise relationships consist of contracts with national real estate franchisors that serve as channels for selling Market Leader products and services to real estate agents. Premium users consist of real estate professionals and brokerages that purchase enhanced versions of Market Leader’s products and services. Existing technology consists of software products and supporting technology infrastructure developed by Market Leader. Trade names includes the several registered trademarks, logos and domain names owned by Market Leader, including Market Leader, House Values and Sharper Agent. MLS data feeds means the contractual rights to display for-sale home listings from hundreds of multiple listing services in the United States. | |||||||||||||||||
The estimated fair value of the intangible assets acquired was determined by us, and we considered or relied in part upon a valuation report of a third-party expert. We used an income approach to measure the fair value of the enterprise relationships based on the multi-period excess earnings method, whereby the fair value is estimated based upon the present value of cash flows that the applicable asset is expected to generate. We used an income approach to measure the fair value of the customer relationships based on the multi-period excess earnings method, whereby the fair value is estimated based upon the present value of cash flows that the applicable asset is expected to generate. We used an income approach to measure the fair value of the developed technology based on the relief-from-royalty method. We used an income approach to measure the fair value of the trade names based on the relief-from-royalty method. We used a cost approach to measure the fair value of the home/MLS data feed based on the estimated cost to replace the data feed library. | |||||||||||||||||
Net tangible assets were valued at their respective carrying amounts, as we believe that these amounts approximate their current fair values. | |||||||||||||||||
Acquisition-related costs incurred, including legal and accounting fees and other external costs directly related to the acquisition, were expensed as incurred. Acquisition-related costs of $6.1 million for the nine months ended September 30, 2013 are included as a separate line item in our combined statement of operations. | |||||||||||||||||
The following pro forma condensed combined financial information gives effect to the acquisition of Market Leader as if it was consummated on January 1, 2012 (the beginning of the comparable prior reporting period), and includes pro forma adjustments related to the amortization of acquired intangible assets, share-based compensation expense and direct and incremental transaction costs reflected in the historical financial statements. Direct and incremental transaction costs are excluded from the three month periods ended September 30, 2013 and 2012 and the nine month period ended September 30, 2013 pro forma condensed combined financial information presented below, and included in the nine month period ended September 30, 2012 pro forma condensed combined financial information presented below. The tax benefit of $6.7 million that resulted from the acquisition is recorded in the nine months ended September 30, 2012 pro-forma period. The pro forma condensed combined financial information is presented for informational purposes only. The pro forma condensed combined financial information is not intended to represent or be indicative of the results of operations that would have been reported had the acquisition occurred on January 1, 2012 and should not be taken as representative of future results of operations of the combined company. | |||||||||||||||||
The following table presents the pro forma condensed combined financial information (in thousands, except per share amounts). Market Leader’s portion of the revenue and net loss in the period from the acquisition and through September 30, 2013 were $6.5 million and $2.8 million, respectively. | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenue | $ | 48,096 | $ | 30,235 | $ | 128,421 | $ | 80,482 | |||||||||
Net loss attributable to common shareholders | $ | (8,955 | ) | $ | (9,565 | ) | $ | (23,950 | ) | $ | (40,791 | ) | |||||
Net loss per share attributable to common shareholders – basic and diluted | $ | (0.23 | ) | $ | (0.72 | ) | $ | (0.68 | ) | $ | (3.40 | ) |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Goodwill and Intangible Assets | ' | ||||||||
6 | Goodwill and Intangible Assets | ||||||||
Goodwill | |||||||||
The following table presents the change in goodwill from December 31, 2012 through September 30, 2013 (in thousands): | |||||||||
Balance as of December 31, 2012 | $ | 2,155 | |||||||
Goodwill recorded in connection with the acquisition of Market Leader | 253,749 | ||||||||
Balance as of September 30, 2013 | $ | 255,904 | |||||||
Goodwill recorded as a result of this acquisition includes intangible assets that do not qualify for separate recognition, such as the assembled workforce and anticipated synergies from complimentary products and largely non-overlapping customer bases. Goodwill is not deductible for tax purposes. | |||||||||
Intangible Assets | |||||||||
The following table presents the detail of intangible assets subject to amortization (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Enterprise relationships | $ | 29,000 | $ | — | |||||
Premium users | 15,200 | — | |||||||
Existing technology | 32,300 | — | |||||||
Trade names | 42,900 | — | |||||||
Home/MLS data feeds | 3,700 | — | |||||||
Other | 634 | 591 | |||||||
Intangible assets | 123,734 | 591 | |||||||
Less: accumulated amortization | (2,035 | ) | (146 | ) | |||||
Intangible assets, net | $ | 121,699 | $ | 445 | |||||
Amortization expense recorded for intangible assets for the three months ended September 30, 2013 and 2012 was $1.8 million and $21,000, respectively. Amortization expense recorded for intangible assets for the nine months ended September 30, 2013 and 2012 was $1.8 million and $55,400, respectively. | |||||||||
Future amortization expense is expected to be as follows over each of the next five years (in thousands): | |||||||||
Total | |||||||||
2013 (remaining three months) | $ | 3,871 | |||||||
2014 | 15,465 | ||||||||
2015 | 15,214 | ||||||||
2016 | 15,214 | ||||||||
2017 | 15,214 | ||||||||
Thereafter | 56,721 | ||||||||
Total | $ | 121,699 | |||||||
Debt
Debt | 9 Months Ended | |
Sep. 30, 2013 | ||
Debt Disclosure [Abstract] | ' | |
Debt | ' | |
7 | Debt | |
In September 2011, we entered into a $20.0 million loan and security agreement which provided for a secured term loan facility (“Credit Facility”), issuable in tranches, with a financial institution. Under the Credit Facility, the two tranches of $5.0 million each were drawn down in full in September 2011, the first of which was used to pay down our debt from its previous credit facility. On December 31, 2012, the drawdown period for the remaining $10.0 million expired. As of September 30, 2013 there was no unused credit balance under this Credit Facility. | ||
The Credit Facility carries an interest rate equal to the greater of the prime rate plus 2.75%, or 6%, for the first tranche, and a rate equal to the greater of the prime rate plus 5.5%, or 8.75%, for the second tranche. The loan facility was subject to interest-only payments through March 2013, and since then is repayable in 30 equal monthly installments of principal and interest, and has a maturity date of September 2015. | ||
We were in compliance with all covenants under our loan facility agreement as of September 30, 2013 and December 31, 2012. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
8 | Commitments and Contingencies | ||||
Operating Leases | |||||
We lease our corporate offices under noncancelable operating leases. Rent expense from the facility leases is recognized on a straight-line basis over the lease term. The rent expense was $783,000 and $379,000 for the three months ended September 30, 2013 and 2012, respectively. The rent expense was $2.1 million and $976,000 for the nine months ended September 30, 2013 and 2012, respectively. | |||||
As of September 30, 2013, our minimum payments under the noncancelable operating leases were as follows (in thousands): | |||||
Year Ending December 31: | Operating Lease | ||||
2013 (remaining three months) | $ | 908 | |||
2014 | 3,141 | ||||
2015 | 3,712 | ||||
2016 | 2,481 | ||||
2017 | 2,522 | ||||
Thereafter | 10,106 | ||||
Total minimum lease payments | $ | 22,870 | |||
Contingencies | |||||
Merger Litigation | |||||
Following the announcement that we entered into an Agreement and Plan of Merger to acquire Market Leader, purported class action law suits contesting the merger were filed and then consolidated under the caption In re Market Leader Inc. Shareholders’ Litigation, No. 13-2-20796-6 SEA (the “Merger Litigation”). On July 15, 2013, a superseding Consolidated Class Action Complaint (“Consolidated Complaint”), was filed, alleging that Market Leader’s board of directors breached its fiduciary duties by failing to maximize shareholder value or to engage in a fair sale process before approving the proposed acquisition of Market Leader by Trulia. The Consolidated Complaint also alleges that the defendants, including us and Mariner Acquisition Corp., our wholly owned subsidiary, failed to provide Market Leader shareholders with material information regarding the merger in the proxy statement and related public filings. The Consolidated Complaint further alleges that Market Leader, Trulia and Mariner Acquisition Corp. aided and abetted the Market Leader directors’ breaches of fiduciary duty. The Consolidated Complaint seeks an injunction prohibiting the consummation of the merger, rescission to the extent the merger terms have already been implemented, damages for the alleged breaches of fiduciary duty, and payment of plaintiffs’ attorneys’ fees and costs. On August 5, 2013, the parties entered into a memorandum of understanding to settle the Merger Litigation and resolve all allegations against Market Leader and the other defendants. The settlement, which is subject to court approval, provides for the release of all claims against the defendants relating to the merger, including those alleged in the Consolidated Complaint. Lead Counsel for the consolidated action intends to apply to the court for an award of fees and reimbursement of costs incurred in connection with the Merger Litigation. Market Leader has agreed not to oppose the application for an award of fees and reimbursement of costs up to $350,000. | |||||
Zillow Litigation | |||||
In September 2012, Zillow, Inc. (“Zillow”) filed a lawsuit against us alleging patent infringement. Zillow is seeking a permanent injunction against the alleged infringement, compensatory damages, and attorneys’ fees. We believe we have meritorious defenses and we intend to vigorously defend the claims against us. On September 11, 2013, we filed a petition for covered business method patent review with the United States Patent and Trademark Office (“PTO”). The PTO has not yet ruled on the petition. Also, on September 12, 2013, we filed a motion to stay pending the review. The district court granted our motion to stay on October 7, 2013, and this matter is now stayed pending the conclusion of the covered business method patent review by the PTO. This litigation is still in its early stages and the final outcome, including any estimated liability, if any, with respect to these claims, is uncertain. We did not accrue any amounts related to this litigation because a reasonably possible range of loss, if any, that may result from this matter could not be estimated as of September 30, 2013 and December 31, 2012. | |||||
From time to time, we are subject to legal proceedings and claims in the ordinary course of business. We have received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. | |||||
Although the results of litigation and claims cannot be predicted with certainty, we believe the final outcome of the matters discussed above will not have a material and adverse effect on our business, financial position, results of operations, or cash flows. We will, however, accrue for losses for any known contingent liabilities when future payment is probable and the amount is reasonably estimable. | |||||
Indemnifications | |||||
In the ordinary course of business, we enter into contractual arrangements under which we agree to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements and out of intellectual property infringement claims made by third parties. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, our obligations under these agreements may be limited in terms of time and/or amount, and in some instances, we may have recourse against third parties for certain payments. In addition, we have indemnification agreements with certain of its directors and executive officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The terms of such obligations may vary. No such obligations existed as of September 30, 2013 and December 31, 2012. | |||||
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
Stockholders' Equity | ' | ||||||||
9 | Stockholders’ Equity | ||||||||
Common Stock | |||||||||
As of September 30, 2013 and December 31, 2012, we had reserved shares of common stock for issuance as follows: | |||||||||
As of September 30, | As of December 31, | ||||||||
2013 | 2012 | ||||||||
Stock options and awards issued and outstanding | 6,886,181 | 3,608,326 | |||||||
Stock options and awards available for grant under 2012 Plan | 2,002,547 | 2,127,279 | |||||||
Stock options and awards available for grant under the 2004 Plan | 28,037 | — | |||||||
Common stock warrants | — | 56,054 | |||||||
Total | 8,916,765 | 5,791,659 | |||||||
The common stock warrants were net exercised in February 2013 at an exercise price of $8.47 per share for an aggregate of 39,025 shares of common stock issued in the transaction. | |||||||||
Preferred Stock | |||||||||
As of September 30, 2013 and December 31, 2012 no shares of preferred stock were issued or outstanding. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
10 | Stock-Based Compensation | ||||||||||||||||
2005 Stock Plan | |||||||||||||||||
We granted options under our 2005 Stock Incentive Plan (the “2005 Plan”) until September 2012 when the 2005 Plan was terminated. Since the date of the plan termination, no more stock options or awards were issued under the plan, however the stock options issued prior to the plan termination continue to be outstanding. Under the terms of the 2005 Plan, we had the ability to grant incentive (“ISO”) and nonstatutory (“NSO”) stock options, restricted stock awards (“RSA”) and restricted stock units (“RSU”). The options were granted at a price per share not less than 100% of the fair market value per share at the grant date. Options granted under the 2005 Plan generally vest at a rate of 25% after the first year and then at 1/36 of the remaining shares each month thereafter and expire 10 years from the grant date. Certain options vest monthly over two to four years. | |||||||||||||||||
2012 Equity Incentive Plan | |||||||||||||||||
Effective September 19, 2012, our board of directors adopted, and our stockholders approved, a 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan provides for the grant of ISOs, NSOs, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares to our employees, directors, and consultants. Upon adoption of the 2012 Plan, a total of 2,370,000 shares of common stock were reserved for issuance plus up to 1,000,000 shares from the expiration or termination of awards under the 2005 Plan. The shares available are increased at the beginning of each fiscal year by the lesser of (i) 2,100,000 shares, (ii) 4% of outstanding common stock on the last day of the immediately preceding fiscal year, or (iii) such number determined by our board of directors. On January 1, 2013 the shares available for grant under the 2012 Plan were automatically increased by 1,102,112 shares. On June 5, 2013, the stockholders approved a 2,000,000 share increase to the 2012 Plan. Under the 2012 Plan, both the ISOs and NSOs are granted at a price per share not less than 100% of the fair market value per share of the underlying stock at the grant date. The board of directors determines the vesting period for each option award on the grant date, and the options generally expire 10 years from the grant date or such shorter term as may be determined by the board of directors. The restricted stock units are granted for zero purchase price. | |||||||||||||||||
Market Leader 2004 Equity Incentive Plan | |||||||||||||||||
Effective with the acquisition of Market Leader and pursuant to the Merger Agreement between us and Market Leader, we assumed Market Leader’s 2004 Equity Incentive Plan (“2004 Plan”), including all outstanding shares of restricted stock, all outstanding stock appreciation rights, all outstanding options and all shares available for future issuance under the 2004 Plan, and all of such securities became issuable for shares of our common stock, subject to appropriate adjustments to the number of shares pursuant to the Merger Agreement. We will now be able to grant equity-based awards, to the extent permissible by applicable law and NYSE rules, under the terms of the 2004 Plan or the terms of another plan adopted by us to issue the reserved but unissued Market Leader shares under the 2004 Plan and the shares that would otherwise be returned to the 2004 Plan due to (i) awards that lapse, expire, terminate or are canceled prior to the issuance of shares thereunder or (ii) shares of Market Leader common stock that are issued under the 2004 Plan and thereafter are forfeited to or otherwise reacquired by Market Leader. | |||||||||||||||||
As of the date we assumed the 2004 Plan, a total of 283,522 shares of common stock were reserved for issuance. The shares available will be increased on January 1, 2014 by 202,770 shares under the automatic annual increase provisions of this plan. | |||||||||||||||||
We did not assume Market Leader’s 1999 Stock Incentive Plan (the “1999 Plan”), however, pursuant to the Merger Agreement we have assumed all outstanding shares of restricted stock, all outstanding stock appreciation rights and all outstanding options issued under 1999 Plan. These equity awards will continue to be outstanding and will be governed by the provisions of the 1999 Plan. | |||||||||||||||||
Total shares of common stock available for grant under our 2012 Plan and 2004 Plan were 2,030,584 and 2,127,279 as of September 30, 2013 and December 31, 2012, respectively. | |||||||||||||||||
Stock Option Activity | |||||||||||||||||
Stock option activity for the nine months ended September 30, 2013 under the 2005 Plan, 2012 Plan, 1999 Plan and 2004 Plan (for the period from August 20, 2013 through September 30, 2013) was as follows: | |||||||||||||||||
Stock | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Outstanding | Exercise Price | Remaining | Value | ||||||||||||||
Contractual | |||||||||||||||||
Life (Years) | |||||||||||||||||
(In thousands) | |||||||||||||||||
Balance—December 31, 2012 | 3,570,566 | $ | 6.45 | 7.56 | $ | 35,415 | |||||||||||
Assumed in acquisition | 643,237 | 15.27 | |||||||||||||||
Granted | 586,211 | 31.67 | |||||||||||||||
Canceled | (139,100 | ) | 12.2 | ||||||||||||||
Exercised | (1,160,694 | ) | 4.69 | ||||||||||||||
Balance—September 30, 2013 | 3,500,220 | $ | 12.64 | 7.42 | $ | 120,460 | |||||||||||
Options exercisable—September 30, 2013 | 1,619,212 | $ | 8.16 | 6.28 | $ | 11,201 | |||||||||||
Options vested and expected to vest—September 30, 2013 | 3,394,359 | $ | 12.37 | 7.38 | $ | 117,755 | |||||||||||
The options exercisable as of September 30, 2013 included options that were exercisable prior to vesting. The weighted average grant date fair value of options granted during the three months ended September 30, 2013 and 2012 was $19.70 and $7.94, respectively. The weighted average grant date fair value of options granted during the nine months ended September 30, 2013 and 2012 was $14.96 and $6.59, respectively. | |||||||||||||||||
Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The aggregate intrinsic value of options exercised was $18.3 million and $1.4 million, for the three months ended September 30, 2013 and 2012, respectively. The aggregate intrinsic value of options exercised was $35.2 million and $2.8 million, for the nine months ended September 30, 2013 and 2012, respectively. | |||||||||||||||||
The total estimated grant date fair value of employee options vested during the three and nine months ended September 30, 2013 was $5.0 million and $4.1 million, respectively. As of September 30, 2013 total unrecognized compensation cost related to non-vested stock options granted to employees was $18.1 million, net of estimated forfeitures of $1.1 million. These costs will be amortized on a straight-line basis over a weighted average vesting period of 2.1 years. | |||||||||||||||||
Restricted Stock Units Activity | |||||||||||||||||
RSUs | Weighted | Weighted | Aggregate | ||||||||||||||
Outstanding | Average | Average | Intrinsic | ||||||||||||||
Grant Date | Remaining | Value | |||||||||||||||
fair Value | Contractual | ||||||||||||||||
Life (Years) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Unvested —December 31, 2012 | 37,760 | $ | 16.41 | 2.16 | $ | 613 | |||||||||||
Assumed in acquisition | 124,832 | 11.56 | |||||||||||||||
Granted | 1,628,893 | 34.33 | |||||||||||||||
Canceled | (62,614 | ) | 27.39 | ||||||||||||||
Released | (83,028 | ) | 28.21 | ||||||||||||||
Value of awards withheld for tax liability | 4,155 | 10.47 | |||||||||||||||
Unvested—September 30, 2013 | 1,649,998 | $ | 32.78 | 3.14 | $ | 77,404 | |||||||||||
Restricted stock units expected to vest—September 30, 2013 | 1,466,941 | 2.47 | $ | 68,990 | |||||||||||||
As of September 30, 2013 total unrecognized compensation cost related to the unvested RSUs granted to employees was $46.8 million, net of estimated forfeitures of $4.1 million, respectively. This cost will be amortized on a straight-line basis over a weighted average vesting period of 3.14 years. | |||||||||||||||||
In the three months ended September 30, 2013 and June 30, 2013 we granted 2,105,000 stock unit awards in relation to the Market Leader acquisition, of which 1,576,250 were performance based awards and 528,750 were time based awards. The performance based awards were contingent upon closing of the acquisition of Market Leader referred to in Note 1 above, achievement of certain performance metrics, including comparative market-based returns, and the employees continued service relationship with us. The time based awards were contingent upon closing of the acquisition of Market Leader referred to in Note 1 above and the employees continued service relationship with us. On August 20, 2013 the first contingency was resolved when we closed the acquisition of Market Leader. Hence, the time-based awards are classified as restricted stock units and are included in the RSU table above. The performance-based awards are summarized in the table below. | |||||||||||||||||
PSUs | Weighted | Weighted | Aggregate | ||||||||||||||
Outstanding | Average | Average | Intrinsic | ||||||||||||||
Grant Date | Remaining | Value | |||||||||||||||
fair Value | Contractual | ||||||||||||||||
Life (Years) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Unvested—December 31, 2012 | — | $ | — | — | $ | — | |||||||||||
Granted | 1,576,250 | 22.84 | |||||||||||||||
Canceled | — | ||||||||||||||||
Released | — | ||||||||||||||||
Unvested—September 30, 2013 | 1,576,250 | $ | 22.84 | 3.26 | $ | 74,131 | |||||||||||
Restricted stock units expected to vest—September 30, 2013 | 1,396,179 | 3.25 | $ | 65,662 | |||||||||||||
We estimated the fair value of the performance based awards with market-based conditions using a Monte Carlo simulation model. Total compensation cost recorded related to performance-based awards in the three months ended September 30, 2013 was $1.7 million. Additionally, for the performance based awards granted in the three months ended June 30, 2013 prior to closing of Market Leader acquisition in August 2013 we recorded an incremental expense of $383,000 in the three months ended September 30, 2013. | |||||||||||||||||
As of September 30, 2013 total unrecognized compensation cost related to the unvested PSUs granted to employees was $18.5 million, net of estimated forfeitures of $1.7 million, respectively. This cost will be amortized on a straight-line basis over a weighted average vesting period of 3.26 years. | |||||||||||||||||
Summary of Assumptions | |||||||||||||||||
The fair value of each employee stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Expected term (in years) | 5.4 | 5.5 | 5.5 | 5.5 | |||||||||||||
Expected volatility | 52 | % | 53 | % | 52 | % | 53 | % | |||||||||
Risk-free interest rate | 1.6 | % | 0.8 | % | 1.1 | % | 0.8 | % | |||||||||
Dividend rate | — | % | 0 | % | — | % | 0 | % | |||||||||
The fair value of each performance based award with market based condition was estimated using a Monte Carlo simulation model with the following weighted average assumptions: | |||||||||||||||||
As of May 29, | As of August 29, | ||||||||||||||||
2013 | 2013 | ||||||||||||||||
Stock price | $30.31 | $41.67 | |||||||||||||||
Simulation period | 2.93 years | 2.68 years | |||||||||||||||
Risk free rate | 0.47% | 0.65% | |||||||||||||||
Volatility | 52.60% | 52.60% | |||||||||||||||
Dividend yield | 0% | 0% | |||||||||||||||
Cost of equity | 12.60% | 12.30% | |||||||||||||||
Stock Appreciation Rights Activity | |||||||||||||||||
We measure the fair value of stock appreciation rights similar to stock options. Additionally, we classify stock appreciation rights that can be settled in cash as a liability and remeasure it at fair value at the end of each reporting period. Any changes in fair value as a result of this remeasurement are recorded as cumulative compensation cost. Compensation expense related to stock appreciation rights is recognized over the vesting period using the straight-line method reduced for estimated forfeitures. We recognized $117,000 and $0 of expense in the three and nine months ended September 30, 2013 and 2012, respectively, related to these stock appreciation rights. Stock appreciation rights activity is summarized in the following table: | |||||||||||||||||
Stock | Weighted | Weighted | Aggregate | ||||||||||||||
Appreciation | Average | Average | Intrinsic | ||||||||||||||
Rights | Exercise Price | Remaining | Value | ||||||||||||||
Contractual | |||||||||||||||||
Life (Years) | |||||||||||||||||
(In thousands) | |||||||||||||||||
Balance—December 31, 2012 | — | $ | — | — | $ | — | |||||||||||
Assumed in acquisition | 159,713 | 31.93 | 3.3 | 5,684 | |||||||||||||
Granted | — | — | |||||||||||||||
Canceled | — | — | |||||||||||||||
Exercised | — | — | |||||||||||||||
Balance—September 30, 2013 | 159,713 | $ | 31.93 | 3.3 | $ | 5,684 | |||||||||||
Exercisable—September 30, 2013 | 42,178 | $ | 10.28 | 3.19 | $ | 1,550 | |||||||||||
Vested and expected to vest—September 30, 2013 | 146,928 | $ | 11.35 | 3.29 | $ | 5,242 | |||||||||||
No stock appreciation rights were granted in the three or nine months ended September 30, 2013. | |||||||||||||||||
The total estimated grant date fair value of employee stock appreciation rights vested during the three and nine months ended September 30, 2013 was $280,000 and $280,000, respectively. As of September 30, 2013 total unrecognized compensation cost related to non-vested stock options granted to employees was $3.7 million, net of estimated forfeitures of $240,000. These costs will be amortized on a straight-line basis over a weighted average vesting period of 2.14 years. | |||||||||||||||||
The value of each employee stock appreciation right granted was estimated at the end of the reporting period using the Black-Scholes option-pricing model with the following weighted average assumptions: | |||||||||||||||||
Three Months | |||||||||||||||||
Ended September 30, | |||||||||||||||||
2013 | |||||||||||||||||
Estimated term (in years) | 1.18 | ||||||||||||||||
Risk-free interest rate | 0.1 | % | |||||||||||||||
Expected volatility | 42 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Our stock appreciation rights typically vest on a graded basis over either a two or four year period and typically expire the earlier of five years from the date of grant or ninety days following termination of employment. | |||||||||||||||||
Stock-Based Compensation Expense | |||||||||||||||||
We recorded compensation expense for the stock-based awards granted to employees as follows (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of revenue | $ | 200 | $ | 6 | $ | 298 | $ | 20 | |||||||||
Technology and development | 2,039 | 253 | 3,028 | 629 | |||||||||||||
Sales and marketing | 1,526 | 97 | 2,348 | 276 | |||||||||||||
General and administrative | 3,525 | 437 | 4,994 | 884 | |||||||||||||
Total stock-based compensation expense | $ | 7,290 | $ | 793 | $ | 10,668 | 1,809 | ||||||||||
Net_Income_Loss_per_Share_Attr
Net Income (Loss) per Share Attributable to Common Stockholders | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Net Income (Loss) per Share Attributable to Common Stockholders | ' | ||||||||||||||||
11 | Net Loss per Share Attributable to Common Stockholders | ||||||||||||||||
The following table sets forth the computation of our basic and diluted net income (loss) per share attributable to common stockholders during the three and nine months ended September 30, 2013 and 2012 (in thousands, except share and per share data): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net loss attributable to common stockholders | $ | (2,220 | ) | $ | (1,689 | ) | $ | (6,612 | ) | $ | (9,329 | ) | |||||
Weighted average shares used in computing basic and diluted net loss per share | 34,557,842 | 8,805,722 | 31,734,356 | 7,572,902 | |||||||||||||
Net loss per share attributable to common stockholders, basic and diluted | $ | (0.06 | ) | $ | (0.19 | ) | $ | (0.21 | ) | $ | (1.23 | ) | |||||
The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Stock options and awards | 6,886,181 | 3,801,364 | 6,886,181 | 3,801,364 | |||||||||||||
Heldback shares in connection with Movity acquisition | 30,524 | 30,524 | 30,524 | 30,524 | |||||||||||||
Common stock warrants | — | 56,054 | — | 56,054 |
SelfInsurance
Self-Insurance | 9 Months Ended | |
Sep. 30, 2013 | ||
Text Block [Abstract] | ' | |
Self-Insurance | ' | |
12 | Self-Insurance | |
We are self-insured for a portion of our employees’ medical and dental coverage. The medical plan carries a stop-loss policy, which will protect from an individual claim during the plan year exceeding $100,000 or when cumulative medical claims exceed 125% of expected claims for the plan year. We record estimates of the total cost of claims incurred as of the balance sheet date based on an analysis of historical data and independent estimates. Our liability for self-insured medical and dental claims is included in accrued compensation and benefits and was $173,000 at September 30, 2013. |
Income_Taxes
Income Taxes | 9 Months Ended | |
Sep. 30, 2013 | ||
Income Tax Disclosure [Abstract] | ' | |
Income Taxes | ' | |
13 | Income Taxes | |
We account for income taxes in accordance with authoritative guidance, which requires use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statements carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. | ||
As a result of the acquisition of Market Leader in August 2013, the Company recorded a tax benefit of $7.9 million as a discrete item in the current quarter. This tax benefit is a result of the partial release of its existing valuation allowance immediately prior to the acquisition since the acquired deferred tax liabilities from Market Leader will provide a source of income for the Company to realize a portion of its deferred tax assets, for which a valuation allowance is no longer needed. |
Employee_Benefit_Plan
Employee Benefit Plan | 9 Months Ended | |
Sep. 30, 2013 | ||
Postemployment Benefits [Abstract] | ' | |
Employee Benefit Plan | ' | |
14 | Employee Benefit Plan | |
We have a defined contribution 401(k) retirement plan covering Trulia employees who have met certain eligibility requirements (the Trulia 401(k) Plan). Eligible employees may contribute pretax compensation up to the maximum amount allowable under Internal Revenue Service limitations. Employee contributions and earnings thereon vest immediately. | ||
Effective with the Market Leader acquisition, we assumed the Market Leader defined contribution 401(k) plan separately covering our Market Leader employees (the Market Leader 401(k) Plan). Eligible employees may contribute pretax compensation up to the maximum amount allowable under Internal Revenue Service limitations. Employee contributions and earnings thereon vest immediately. | ||
We currently match up to 4% of employee contributions under the Trulia 401(k) Plan. Our expense related to our benefit plan during the three months ended September 30, 2013 and 2012 was $278,000 and $185,000, respectively. Our expense related to our benefit plan during the nine months ended September 30, 2013 and 2012 was $809,000 and $506,000, respectively. The Market Leader 401(k) Plan allows for discretionary employer contributions, but no such contributions have been made. |
Segment_Information_and_Revenu
Segment Information and Revenue | 9 Months Ended | |
Sep. 30, 2013 | ||
Segment Reporting [Abstract] | ' | |
Segment Information and Revenue | ' | |
15 | Segment Information and Revenue | |
We have one reportable segment. Our reportable segment has been identified based on how our chief operating decision-maker manages our business, makes operating decisions and evaluates operating performance. The chief executive officer acts as the chief operating decision-maker and reviews financial and operational information on an entity-wide basis. We have one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components. Accordingly, we have determined that we have a single reporting segment and operating unit structure. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Basis of Presentation | ' | ||||
Basis of Presentation | |||||
Our condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes as of and for the year ended December 31, 2012 included in our Annual Report on Form 10-K, which was filed with the SEC on March 4, 2013. The condensed consolidated balance sheet as of December 31, 2012, included herein, was derived from the audited financial statements as of that date. | |||||
The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual financial statements and, in our opinion, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of September 30, 2013, our results of operations for the three and nine months ended September 30, 2013 and 2012, and our cash flows for the nine months ended September 30, 2013 and 2012. The results for the three and nine month period ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ended December 31, 2013, or for any other interim period, or for any other future year. | |||||
Principles of Consolidation | ' | ||||
Principles of Consolidation | |||||
The unaudited consolidated financial statements include the operations of Trulia and our wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||
Business Combination | ' | ||||
Business Combination | |||||
We recognize identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that we identify adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. | |||||
Purchased Intangible Assets | ' | ||||
Purchased Intangible Assets | |||||
Purchased intangible assets with a determinable economic life are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful life of each asset on a straight-line basis. The useful lives of the purchased intangible assets are as follows: | |||||
Enterprise relationships | 10 | ||||
Premium users | 5 | ||||
Existing technology | 7 | ||||
Trade names | 10 | ||||
Home/MLS data feeds | 10 | ||||
Purchased intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, an impairment loss would be recognized when the carrying amount of the asset exceeds the fair value of the asset. | |||||
Use of Estimates | ' | ||||
Use of Estimates | |||||
The preparation of the accompanying financial statements in conformity with GAAP requires that we make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Significant items subject to such estimates include: revenue recognition; allowance for doubtful accounts; useful lives of property and equipment and intangible assets; recoverability of long-lived assets, intangible assets with definite lives and goodwill; determination of fair value of our common stock, stock options and preferred and common stock warrants; income tax uncertainties, including a valuation allowance for deferred tax assets; accounting for business combinations; and contingencies. We base these estimates on historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates. | |||||
Significant Accounting Policies | ' | ||||
Significant Accounting Policies | |||||
There have been no changes to our significant accounting policies described in our Annual Report for the fiscal year ended December 31, 2012. | |||||
Reclassification | ' | ||||
Reclassification | |||||
Certain amounts in the balance sheet for the year ended December 31, 2012 have been reclassified to be consistent with the current year presentation. Net intangible assets of $278,000 and $445,000 as of September 30, 2013 and December 31, 2012, respectively, have been reclassified out of other assets into an intangible assets line in the balance sheet to conform with the presentation of the intangible assets acquired in the business combination transaction. This reclassification has no impact on our financial condition, results of operations or cash flows. | |||||
Recently Issued Accounting Standards | ' | ||||
Recently Issued Accounting Standards | |||||
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or Tax Credit Carryforward Exists,” (“ASU 2013-11”). ASU 2013-11 requires entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward when settlement in this manner is available under the tax law. This guidance is effective for interim and annual reporting periods beginning after December 15, 2013, with earlier adoption permitted, and may be applied prospectively or retrospectively. We expect to adopt this guidance on January 1, 2014. We are in process of assessing the impact on our financial position, results of operations and cash flows from the adoption of this guidance. | |||||
Fair Value of Financial Instruments | ' | ||||
Fair Value of Financial Instruments | |||||
The carrying values of our financial instruments, including cash equivalents, accounts receivable and accounts payable, approximate their fair values due to the short period of time to maturity or repayment. The carrying value of the restricted cash approximates its fair value due to the short period of time to maturity of the underlying certificates of deposit. Long-term debt is stated at the carrying value as the stated interest rate approximates market rates currently available to us. As of September 30, 2012, we were holding preferred stock warrants for which their carrying amount represented their fair value. | |||||
Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or the liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows: | |||||
Level I—Unadjusted quoted prices in active markets for identical assets or liabilities; | |||||
Level II—Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and | |||||
Level III—Unobservable inputs that are supported by little or no market activity, which requires us to develop our own assumptions. | |||||
The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As of September 30, 2013 and December 31, 2012 our financial instruments consisted of Level I assets and liabilities. Level I assets include highly liquid money market funds that are classified as cash and cash equivalents and certificates of deposit that are included in restricted cash. Level I liabilities consist of long-term debt. Prior to September 2012, we carried a Level III liability related to a preferred stock warrant that was remeasured in August 2012 before our initial public offering in September 2012 and reclassified as additional paid-in capital. Inputs used to determine the estimated fair value of the warrant liability in August 2012 included the estimated fair value of the underlying stock at the valuation date, the estimated term of the warrants, the risk-free interest rates, the expected dividends, and the expected volatility of the underlying stock. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Schedule of Useful Lives of Purchased Intangible Assets | ' | ||||
The useful lives of the purchased intangible assets are as follows: | |||||
Enterprise relationships | 10 | ||||
Premium users | 5 | ||||
Existing technology | 7 | ||||
Trade names | 10 | ||||
Home/MLS data feeds | 10 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Summary of Change in Fair Value of Financial Assets | ' | ||||||||||||||||
The following table sets forth the fair value of our financial assets remeasured on a recurring basis, by level within the fair value hierarchy (in thousands): | |||||||||||||||||
As of September 30, 2013 | |||||||||||||||||
Level I | Level II | Level III | Total | ||||||||||||||
Financial Assets: | |||||||||||||||||
Money market funds | $ | 9,683 | $ | — | $ | — | $ | 9,683 | |||||||||
Restricted cash | 1,885 | — | — | 1,885 | |||||||||||||
Total financial assets | $ | 11,568 | $ | — | $ | — | $ | 11,568 | |||||||||
As of December 31, 2012 | |||||||||||||||||
Level I | Level II | Level III | Total | ||||||||||||||
Financial Assets: | |||||||||||||||||
Money market funds | $ | 6,681 | $ | — | $ | — | $ | 6,681 | |||||||||
Restricted cash | 385 | — | — | 385 | |||||||||||||
Total financial assets | $ | 7,066 | $ | — | $ | — | $ | 7,066 | |||||||||
Summary of Changes in Fair Value of Level 3 Financial Liabilities | ' | ||||||||||||||||
The following table sets forth a summary of the changes in the fair value of our Level III financial liabilities for the three and nine months ended September 30, 2013 and 2012 (in thousands): | |||||||||||||||||
Three Months | Nine Months | ||||||||||||||||
Ended September 30, | Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Fair value—beginning of period | $ | — | $ | 620 | $ | — | $ | 297 | |||||||||
Issuance of preferred stock warrants | — | — | — | ||||||||||||||
Change in fair value of Level III financial liabilities | — | 46 | 369 | ||||||||||||||
Reclassification of warrant liability to stockholders’ equity (deficit) | — | (666 | ) | — | (666 | ) | |||||||||||
Fair value—end of period | $ | — | $ | — | $ | — | $ | — | |||||||||
Summary of Outstanding Convertible Preferred Stock Warrants Assumptions | ' | ||||||||||||||||
We determined the fair value of the outstanding convertible preferred stock warrants in of August 2012 using the following assumptions: | |||||||||||||||||
As of August 17, | |||||||||||||||||
2012 | |||||||||||||||||
Estimated term (in years) | 5.9 | ||||||||||||||||
Risk-free interest rate | 1 | % | |||||||||||||||
Expected volatility | 53 | % | |||||||||||||||
Expected dividend yield | 0 | % |
Property_and_Equipment_net_Tab
Property and Equipment, net (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Property and equipment consisted of the following (in thousands): | |||||||||
As of September 30, | As of December 31, | ||||||||
2013 | 2012 | ||||||||
Computer equipment | $ | 6,216 | $ | 6,078 | |||||
Capitalized product development costs | 6,768 | 3,230 | |||||||
Furniture and fixtures | 1,525 | 974 | |||||||
Leasehold improvements | 2,834 | 2,314 | |||||||
Software | 179 | 11 | |||||||
Assets not yet in service | 4,305 | 614 | |||||||
Total property and equipment, gross | 21,827 | 13,221 | |||||||
Less: accumulated depreciation and amortization | (9,303 | ) | (6,152 | ) | |||||
Total property and equipment, net | $ | 12,524 | $ | 7,069 | |||||
Acquisition_of_Market_Leader_T
Acquisition of Market Leader (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Summary of Purchase Price Components | ' | ||||||||||||||||
The purchase price components are summarized in the following table (in thousands): | |||||||||||||||||
Cash paid for the outstanding stock of Market Leader | $ | 170,497 | |||||||||||||||
Fair value of common stock transferred as consideration for the outstanding stock of Market Leader (4,412,489 shares) | 189,296 | ||||||||||||||||
Fair value of vested equity awards assumed by us | 12,871 | ||||||||||||||||
Total purchase price | $ | 372,664 | |||||||||||||||
Schedule of Purchase Consideration Allocated to Assets Acquired and Liabilities Assumed | ' | ||||||||||||||||
The total purchase price has been allocated to the preliminary net tangible and intangible assets based on their preliminary fair values as of August 20, 2013 as set forth below. The excess of the purchase price over the preliminary net tangible assets and intangible assets was recorded as goodwill. Goodwill recorded as a result of this acquisition includes intangible assets that do not qualify for separate recognition, such as the assembled workforce and anticipated synergies from complementary products and largely non-overlapping customer bases. Goodwill is not deductible for income tax purposes. We expect to continue to obtain information to assist us in determining the fair values of the net assets acquired at the acquisition date during the measurement period. Our preliminary purchase price allocation is as follows: (in thousands): | |||||||||||||||||
Cash | $ | 9,662 | |||||||||||||||
Short-term investments | 2,999 | ||||||||||||||||
Other identifiable tangible assets | 3,732 | ||||||||||||||||
Total tangible assets | 16,393 | ||||||||||||||||
Accounts payable | (7,058 | ) | |||||||||||||||
Accrued expenses and other current liabilities | (3,104 | ) | |||||||||||||||
Accrued compensation and benefits | (2,253 | ) | |||||||||||||||
Other identifiable liabilities | (8,163 | ) | |||||||||||||||
Total liabilities | (20,578 | ) | |||||||||||||||
Net acquired tangible assets | (4,185 | ) | |||||||||||||||
Identifiable intangible assets | 123,100 | ||||||||||||||||
Goodwill | 253,749 | ||||||||||||||||
Total purchase price allocation | $ | 372,664 | |||||||||||||||
Components of Intangible Assets Acquired | ' | ||||||||||||||||
Intangible assets acquired consist of the following (in thousands): | |||||||||||||||||
Estimated | |||||||||||||||||
Amortization | |||||||||||||||||
Period | |||||||||||||||||
(in years) | |||||||||||||||||
Enterprise relationships | $ | 29,000 | 10 | ||||||||||||||
Premium users | 15,200 | 5 | |||||||||||||||
Existing technology | 32,300 | 7 | |||||||||||||||
Trade names | 42,900 | 10 | |||||||||||||||
Home/MLS data feeds | 3,700 | 10 | |||||||||||||||
Total intangible assets acquired | $ | 123,100 | |||||||||||||||
Summary of Pro Forma Condensed Combined Financial Information | ' | ||||||||||||||||
The following table presents the pro forma condensed combined financial information (in thousands, except per share amounts). Market Leader’s portion of the revenue and net loss in the period from the acquisition and through September 30, 2013 were $6.5 million and $2.8 million, respectively. | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenue | $ | 48,096 | $ | 30,235 | $ | 128,421 | $ | 80,482 | |||||||||
Net loss attributable to common shareholders | $ | (8,955 | ) | $ | (9,565 | ) | $ | (23,950 | ) | $ | (40,791 | ) | |||||
Net loss per share attributable to common shareholders – basic and diluted | $ | (0.23 | ) | $ | (0.72 | ) | $ | (0.68 | ) | $ | (3.40 | ) |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Schedule of Change in Goodwill | ' | ||||||||
The following table presents the change in goodwill from December 31, 2012 through September 30, 2013 (in thousands): | |||||||||
Balance as of December 31, 2012 | $ | 2,155 | |||||||
Goodwill recorded in connection with the acquisition of Market Leader | 253,749 | ||||||||
Balance as of September 30, 2013 | $ | 255,904 | |||||||
Schedule of Intangible Assets Subject to Amortization | ' | ||||||||
The following table presents the detail of intangible assets subject to amortization (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Enterprise relationships | $ | 29,000 | $ | — | |||||
Premium users | 15,200 | — | |||||||
Existing technology | 32,300 | — | |||||||
Trade names | 42,900 | — | |||||||
Home/MLS data feeds | 3,700 | — | |||||||
Other | 634 | 591 | |||||||
Intangible assets | 123,734 | 591 | |||||||
Less: accumulated amortization | (2,035 | ) | (146 | ) | |||||
Intangible assets, net | $ | 121,699 | $ | 445 | |||||
Schedule of Future Amortization Expense | ' | ||||||||
Future amortization expense is expected to be as follows over each of the next five years (in thousands): | |||||||||
Total | |||||||||
2013 (remaining three months) | $ | 3,871 | |||||||
2014 | 15,465 | ||||||||
2015 | 15,214 | ||||||||
2016 | 15,214 | ||||||||
2017 | 15,214 | ||||||||
Thereafter | 56,721 | ||||||||
Total | $ | 121,699 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Minimum Payments under Noncancelable Operating Leases | ' | ||||
As of September 30, 2013, our minimum payments under the noncancelable operating leases were as follows (in thousands): | |||||
Year Ending December 31: | Operating Lease | ||||
2013 (remaining three months) | $ | 908 | |||
2014 | 3,141 | ||||
2015 | 3,712 | ||||
2016 | 2,481 | ||||
2017 | 2,522 | ||||
Thereafter | 10,106 | ||||
Total minimum lease payments | $ | 22,870 | |||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
Summary of Common Stock Reserved | ' | ||||||||
As of September 30, 2013 and December 31, 2012, we had reserved shares of common stock for issuance as follows: | |||||||||
As of September 30, | As of December 31, | ||||||||
2013 | 2012 | ||||||||
Stock options and awards issued and outstanding | 6,886,181 | 3,608,326 | |||||||
Stock options and awards available for grant under 2012 Plan | 2,002,547 | 2,127,279 | |||||||
Stock options and awards available for grant under the 2004 Plan | 28,037 | — | |||||||
Common stock warrants | — | 56,054 | |||||||
Total | 8,916,765 | 5,791,659 | |||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Stock Option Activity under 2005 Plan, 2012 Plan, 1999 Plan and 2004 Plan | ' | ||||||||||||||||
Stock option activity for the nine months ended September 30, 2013 under the 2005 Plan, 2012 Plan, 1999 Plan and 2004 Plan (for the period from August 20, 2013 through September 30, 2013) was as follows: | |||||||||||||||||
Stock | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Outstanding | Exercise Price | Remaining | Value | ||||||||||||||
Contractual | |||||||||||||||||
Life (Years) | |||||||||||||||||
(In thousands) | |||||||||||||||||
Balance—December 31, 2012 | 3,570,566 | $ | 6.45 | 7.56 | $ | 35,415 | |||||||||||
Assumed in acquisition | 643,237 | 15.27 | |||||||||||||||
Granted | 586,211 | 31.67 | |||||||||||||||
Canceled | (139,100 | ) | 12.2 | ||||||||||||||
Exercised | (1,160,694 | ) | 4.69 | ||||||||||||||
Balance—September 30, 2013 | 3,500,220 | $ | 12.64 | 7.42 | $ | 120,460 | |||||||||||
Options exercisable—September 30, 2013 | 1,619,212 | $ | 8.16 | 6.28 | $ | 11,201 | |||||||||||
Options vested and expected to vest—September 30, 2013 | 3,394,359 | $ | 12.37 | 7.38 | $ | 117,755 | |||||||||||
Restricted Stock Units Activity | ' | ||||||||||||||||
Restricted Stock Units Activity | |||||||||||||||||
RSUs | Weighted | Weighted | Aggregate | ||||||||||||||
Outstanding | Average | Average | Intrinsic | ||||||||||||||
Grant Date | Remaining | Value | |||||||||||||||
Fair Value | Contractual | ||||||||||||||||
Life (Years) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Unvested —December 31, 2012 | 37,760 | $ | 16.41 | 2.16 | $ | 613 | |||||||||||
Assumed in acquisition | 124,832 | 11.56 | |||||||||||||||
Granted | 1,628,893 | 34.33 | |||||||||||||||
Canceled | (62,614 | ) | 27.39 | ||||||||||||||
Released | (83,028 | ) | 28.21 | ||||||||||||||
Value of awards withheld for tax liability | 4,155 | 10.47 | |||||||||||||||
Unvested—September 30, 2013 | 1,649,998 | $ | 32.78 | 3.14 | $ | 77,404 | |||||||||||
Restricted stock units expected to vest—September 30, 2013 | 1,466,941 | 2.47 | $ | 68,990 | |||||||||||||
Summary of Performance-Based Awards | ' | ||||||||||||||||
The performance-based awards are summarized in the table below. | |||||||||||||||||
PSUs | Weighted | Weighted | Aggregate | ||||||||||||||
Outstanding | Average | Average | Intrinsic | ||||||||||||||
Grant Date | Remaining | Value | |||||||||||||||
Fair Value | Contractual | ||||||||||||||||
Life (Years) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Unvested—December 31, 2012 | — | $ | — | — | $ | — | |||||||||||
Granted | 1,576,250 | 22.84 | |||||||||||||||
Canceled | — | ||||||||||||||||
Released | — | ||||||||||||||||
Unvested—September 30, 2013 | 1,576,250 | $ | 22.84 | 3.26 | $ | 74,131 | |||||||||||
Restricted stock units expected to vest—September 30, 2013 | 1,396,179 | 3.25 | $ | 65,662 | |||||||||||||
Assumptions Used to Estimate Fair Value of Each Employee Stock Option Awards | ' | ||||||||||||||||
The fair value of each employee stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Expected term (in years) | 5.4 | 5.5 | 5.5 | 5.5 | |||||||||||||
Expected volatility | 52 | % | 53 | % | 52 | % | 53 | % | |||||||||
Risk-free interest rate | 1.6 | % | 0.8 | % | 1.1 | % | 0.8 | % | |||||||||
Dividend rate | — | % | 0 | % | — | % | 0 | % | |||||||||
Stock Appreciation Rights Activity | ' | ||||||||||||||||
Stock appreciation rights activity is summarized in the following table: | |||||||||||||||||
Stock | Weighted | Weighted | Aggregate | ||||||||||||||
Appreciation | Average | Average | Intrinsic | ||||||||||||||
Rights | Exercise Price | Remaining | Value | ||||||||||||||
Contractual | |||||||||||||||||
Life (Years) | |||||||||||||||||
(In thousands) | |||||||||||||||||
Balance—December 31, 2012 | — | $ | — | — | $ | — | |||||||||||
Assumed in acquisition | 159,713 | 31.93 | 3.3 | 5,684 | |||||||||||||
Granted | — | — | |||||||||||||||
Canceled | — | — | |||||||||||||||
Exercised | — | — | |||||||||||||||
Balance—September 30, 2013 | 159,713 | $ | 31.93 | 3.3 | $ | 5,684 | |||||||||||
Exercisable—September 30, 2013 | 42,178 | $ | 10.28 | 3.19 | $ | 1,550 | |||||||||||
Vested and expected to vest—September 30, 2013 | 146,928 | $ | 11.35 | 3.29 | $ | 5,242 | |||||||||||
Compensation Expense for Stock-Based Awards Granted to Employees | ' | ||||||||||||||||
We recorded compensation expense for the stock-based awards granted to employees as follows (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of revenue | $ | 200 | $ | 6 | $ | 298 | $ | 20 | |||||||||
Technology and development | 2,039 | 253 | 3,028 | 629 | |||||||||||||
Sales and marketing | 1,526 | 97 | 2,348 | 276 | |||||||||||||
General and administrative | 3,525 | 437 | 4,994 | 884 | |||||||||||||
Total stock-based compensation expense | $ | 7,290 | $ | 793 | $ | 10,668 | 1,809 | ||||||||||
Performance-based awards [Member] | ' | ||||||||||||||||
Assumptions Used to Estimate Fair Value of Each Performance Based Awards | ' | ||||||||||||||||
The fair value of each performance based award with market based condition was estimated using a Monte Carlo simulation model with the following weighted average assumptions: | |||||||||||||||||
As of May 29, | As of August 29, | ||||||||||||||||
2013 | 2013 | ||||||||||||||||
Stock price | $30.31 | $41.67 | |||||||||||||||
Simulation period | 2.93 years | 2.68 years | |||||||||||||||
Risk free rate | 0.47% | 0.65% | |||||||||||||||
Volatility | 52.60% | 52.60% | |||||||||||||||
Dividend yield | 0% | 0% | |||||||||||||||
Cost of equity | 12.60% | 12.30% | |||||||||||||||
Stock appreciation rights activity [Member] | ' | ||||||||||||||||
Value of Each Employee Stock Appreciation Right Granted | ' | ||||||||||||||||
The value of each employee stock appreciation right granted was estimated at the end of the reporting period using the Black-Scholes option-pricing model with the following weighted average assumptions: | |||||||||||||||||
Three Months | |||||||||||||||||
Ended September 30, | |||||||||||||||||
2013 | |||||||||||||||||
Estimated term (in years) | 1.18 | ||||||||||||||||
Risk-free interest rate | 0.1 | % | |||||||||||||||
Expected volatility | 42 | % | |||||||||||||||
Expected dividend yield | 0 | % |
Net_Income_Loss_per_Share_Attr1
Net Income (Loss) per Share Attributable to Common Stockholders (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Computation of Basic and Diluted Earnings Attributable to Common Stockholders | ' | ||||||||||||||||
The following table sets forth the computation of our basic and diluted net income (loss) per share attributable to common stockholders during the three and nine months ended September 30, 2013 and 2012 (in thousands, except share and per share data): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net loss attributable to common stockholders | $ | (2,220 | ) | $ | (1,689 | ) | $ | (6,612 | ) | $ | (9,329 | ) | |||||
Weighted average shares used in computing basic and diluted net loss per share | 34,557,842 | 8,805,722 | 31,734,356 | 7,572,902 | |||||||||||||
Net loss per share attributable to common stockholders, basic and diluted | $ | (0.06 | ) | $ | (0.19 | ) | $ | (0.21 | ) | $ | (1.23 | ) | |||||
Summary of Outstanding Common Stock Equivalents Excluded from Computation of Diluted Net Loss Per Share | ' | ||||||||||||||||
The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Stock options and awards | 6,886,181 | 3,801,364 | 6,886,181 | 3,801,364 | |||||||||||||
Heldback shares in connection with Movity acquisition | 30,524 | 30,524 | 30,524 | 30,524 | |||||||||||||
Common stock warrants | — | 56,054 | — | 56,054 |
Organization_and_Description_o1
Organization and Description of Business - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Aug. 20, 2013 | Mar. 31, 2013 | Sep. 30, 2013 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ' | ' |
Sale of aggregate shares of common stock | ' | 4,025,000 | ' |
Public offering price | ' | $29.75 | ' |
Underwriter allotment | ' | 525,000 | ' |
Sold by existing shareholders | ' | 3,117,311 | ' |
Shares sold pursuant to exercise by the underwriters | ' | 406,606 | ' |
Proceeds from initial public offering, net of underwriting discounts | ' | $113 | ' |
Business acquisition number of shares issued | 4,412,489 | ' | 4,412,489 |
Business acquisition cash paid on acquisition | 170.5 | ' | 170.5 |
Common stock conversion basis | 'Under the terms and conditions of the Agreement and Plan of Merger (the "Merger Agreement"), each outstanding share of Market Leader common stock was converted into the right to receive (a) $6.00 in cash, without interest, and subject to applicable withholding tax, and (b) 0.1553 of a share of our common stock, for a total purchase consideration of $372.7 million. | ' | 'Under the terms and conditions of the Agreement and Plan of Merger (the bMerger Agreementb), each outstanding share of Market Leader common stock was converted into the right to receive (a) $6.00 in cash, without interest, and subject to applicable withholding tax, and (b) 0.1553 of a share of the Companybs common stock, for a total purchase price of $372.7 million. |
Common stock conversion right to receive cash per share | $6 | ' | $6 |
Common stock conversion ratio | 0.1553 | ' | 0.1553 |
Total purchase consideration | $372.70 | ' | $372.70 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Schedule of Useful Lives of Purchased Intangible Assets (Detail) | 1 Months Ended | 9 Months Ended |
Aug. 20, 2013 | Sep. 30, 2013 | |
Enterprise relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Purchased intangible assets, useful lives (in Years) | '10 years | '10 years |
Premium users [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Purchased intangible assets, useful lives (in Years) | '5 years | '5 years |
Existing technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Purchased intangible assets, useful lives (in Years) | '7 years | '7 years |
Trade names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Purchased intangible assets, useful lives (in Years) | '10 years | '10 years |
Home/MLS data feeds [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Purchased intangible assets, useful lives (in Years) | '10 years | '10 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Regulatory Assets [Abstract] | ' | ' |
Net intangible assets reclassified in current period to conform with the new presentation | $278,000 | $445,000 |
Fair_Value_Measurements_Summar
Fair Value Measurements - Summary of Change in Fair Value of Financial Assets (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Financial Assets: | ' | ' |
Total financial assets | $11,568 | $7,066 |
Money market funds [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | 9,683 | 6,681 |
Restricted cash [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | 1,885 | 385 |
Level 1 [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | 11,568 | 7,066 |
Level 1 [Member] | Money market funds [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | 9,683 | 6,681 |
Level 1 [Member] | Restricted cash [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | 1,885 | 385 |
Level 2 [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | ' | ' |
Level 2 [Member] | Money market funds [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | ' | ' |
Level 2 [Member] | Restricted cash [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | ' | ' |
Level 3 [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | ' | ' |
Level 3 [Member] | Money market funds [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | ' | ' |
Level 3 [Member] | Restricted cash [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | ' | ' |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Fair Value Disclosures [Abstract] | ' | ' |
Amounts due from third party merchant processors | $427,000 | $135,000 |
Fair_Value_Measurements_Summar1
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Liabilities (Detail) (Level 3 [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Level 3 [Member] | ' | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' |
Fair value-beginning of period | ' | $620 | ' | $297 |
Issuance of preferred stock warrants | ' | ' | ' | ' |
Change in fair value of Level III financial liabilities | ' | 46 | ' | 369 |
Reclassification of warrant liability to stockholders' equity (deficit) | ' | -666 | ' | -666 |
Fair value-end of period | ' | ' | ' | ' |
Fair_Value_Measurements_Summar2
Fair Value Measurements - Summary of Outstanding Convertible Preferred Stock Warrants Assumptions (Detail) (Preferred stock warrants [Member]) | 1 Months Ended |
Aug. 17, 2012 | |
Preferred stock warrants [Member] | ' |
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | ' |
Estimated term (in years) | '5 years 10 months 24 days |
Risk-free interest rate | 1.00% |
Expected volatility | 53.00% |
Expected dividend yield | 0.00% |
Property_and_Equipment_net_Pro
Property and Equipment, net - Property and Equipment (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | $21,827 | $13,221 |
Less: accumulated depreciation and amortization | -9,303 | -6,152 |
Total property and equipment, net | 12,524 | 7,069 |
Computer equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 6,216 | 6,078 |
Capitalized product development costs [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 6,768 | 3,230 |
Furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 1,525 | 974 |
Leasehold improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 2,834 | 2,314 |
Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 179 | 11 |
Assets not yet in service [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | $4,305 | $614 |
Property_and_Equipment_net_Add
Property and Equipment, net - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property and equipment under capital lease, included under computer equipment | $491,000 | ' | $491,000 | ' | $865,000 |
Accumulated depreciation | 9,303,000 | ' | 9,303,000 | ' | 6,152,000 |
Depreciation and amortization expense | 1,600,000 | 865,000 | 4,500,000 | 2,400,000 | ' |
Product development costs capitalized | 2,000,000 | 728,000 | 5,100,000 | 1,500,000 | ' |
Amortization expense for product development costs | 559,000 | 266,000 | 1,200,000 | 748,000 | ' |
Capital lease [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Accumulated depreciation | $354,000 | ' | $354,000 | ' | $492,000 |
Acquisition_of_Market_Leader_A
Acquisition of Market Leader - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |
Aug. 20, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Aug. 20, 2013 | Sep. 30, 2013 | |
Market Leader Inc. [Member] | Market Leader Inc. [Member] | Market Leader Inc. [Member] | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Fair value of common stock shares issued | 4,412,489 | 4,412,489 | ' | ' | 4,412,489 | ' |
Business acquisition cash paid on acquisition | $170,500,000 | $170,500,000 | ' | ' | $170,497,000 | ' |
Common stock conversion basis | 'Under the terms and conditions of the Agreement and Plan of Merger (the "Merger Agreement"), each outstanding share of Market Leader common stock was converted into the right to receive (a) $6.00 in cash, without interest, and subject to applicable withholding tax, and (b) 0.1553 of a share of our common stock, for a total purchase consideration of $372.7 million. | 'Under the terms and conditions of the Agreement and Plan of Merger (the bMerger Agreementb), each outstanding share of Market Leader common stock was converted into the right to receive (a) $6.00 in cash, without interest, and subject to applicable withholding tax, and (b) 0.1553 of a share of the Companybs common stock, for a total purchase price of $372.7 million. | ' | ' | ' | ' |
Common stock conversion right to receive cash per share | $6 | $6 | ' | ' | ' | ' |
Common stock conversion ratio | 0.1553 | 0.1553 | ' | ' | ' | ' |
Total purchase price | 372,700,000 | 372,700,000 | ' | ' | 372,700,000 | ' |
Date of acquisition | ' | ' | ' | ' | ' | 20-Aug-13 |
Acquired net deferred tax liability | ' | ' | ' | ' | 7,900,000 | ' |
Acquisition-related costs incurred | ' | ' | ' | 6,100,000 | ' | 6,100,000 |
Tax benefit resulted from acquisition | ' | ' | 6,700,000 | ' | ' | ' |
Revenue | ' | ' | ' | 6,500,000 | ' | ' |
Net income (loss) attributable to common shareholders | ' | ' | ' | $2,800,000 | ' | ' |
Acquisition_of_Market_Leader_S
Acquisition of Market Leader - Summary of Purchase Price Components (Detail) (USD $) | 1 Months Ended | 3 Months Ended |
In Thousands, unless otherwise specified | Aug. 20, 2013 | Sep. 30, 2013 |
Business Acquisition [Line Items] | ' | ' |
Cash paid for the outstanding stock of Market Leader | $170,500 | $170,500 |
Market Leader Inc. [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Cash paid for the outstanding stock of Market Leader | 170,497 | ' |
Fair value of common stock transferred as consideration for the outstanding stock of Market Leader (4,412,489 shares) | 189,296 | ' |
Fair value of vested equity awards assumed by us | 12,871 | ' |
Total purchase price | $372,664 | ' |
Acquisition_of_Market_Leader_S1
Acquisition of Market Leader - Summary of Purchase Price Components (Parenthetical) (Detail) | 1 Months Ended | 3 Months Ended |
Aug. 20, 2013 | Sep. 30, 2013 | |
Business Acquisition [Line Items] | ' | ' |
Shares issued in acquisition as part of purchase price | 4,412,489 | 4,412,489 |
Market Leader Inc. [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Shares issued in acquisition as part of purchase price | 4,412,489 | ' |
Acquisition_of_Market_Leader_S2
Acquisition of Market Leader - Schedule of Purchase Consideration Allocated to Assets Acquired and Liabilities Assumed (Detail) (USD $) | Aug. 20, 2013 |
In Thousands, unless otherwise specified | |
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Assets [Abstract] | ' |
Cash | $9,662 |
Short-term investments | 2,999 |
Other identifiable tangible assets | 3,732 |
Total tangible assets | 16,393 |
Accounts payable | -7,058 |
Accrued expenses and other current liabilities | -3,104 |
Accrued compensation and benefits | -2,253 |
Other identifiable liabilities | -8,163 |
Total liabilities | -20,578 |
Net acquired tangible assets | -4,185 |
Identifiable intangible assets | 123,100 |
Goodwill | 253,749 |
Total purchase price allocation | $372,664 |
Acquisition_of_Market_Leader_C
Acquisition of Market Leader - Components of Intangible Assets Acquired (Detail) (USD $) | 1 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Aug. 20, 2013 | Sep. 30, 2013 |
Business Acquisition [Line Items] | ' | ' |
Total intangible assets acquired | $123,100 | ' |
Enterprise relationships [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Total intangible assets acquired | 29,000 | ' |
Estimated Amortization Period (in Years) | '10 years | '10 years |
Premium users [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Total intangible assets acquired | 15,200 | ' |
Estimated Amortization Period (in Years) | '5 years | '5 years |
Existing technology [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Total intangible assets acquired | 32,300 | ' |
Estimated Amortization Period (in Years) | '7 years | '7 years |
Trade names [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Total intangible assets acquired | 42,900 | ' |
Estimated Amortization Period (in Years) | '10 years | '10 years |
Home/MLS data feeds [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Total intangible assets acquired | $3,700 | ' |
Estimated Amortization Period (in Years) | '10 years | '10 years |
Acquisition_of_Market_Leader_S3
Acquisition of Market Leader - Summary of Pro Forma Condensed Combined Financial Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Business Acquisition Pro Forma Information [Abstract] | ' | ' | ' | ' |
Revenue | $48,096 | $30,235 | $128,421 | $80,482 |
Net loss attributable to common shareholders | ($8,955) | ($9,565) | ($23,950) | ($40,791) |
Net loss per share attributable to common shareholders - basic and diluted | ($0.23) | ($0.72) | ($0.68) | ($3.40) |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Schedule of Change in Goodwill (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | Market Leader Inc. [Member] | ||
Goodwill [Line Items] | ' | ' | ' |
Balance as of December 31, 2012 | $255,904 | $2,155 | ' |
Goodwill recorded in connection with the acquisition of Market Leader | ' | ' | 253,749 |
Balance as of September 30, 2013 | $255,904 | $2,155 | ' |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Schedule of Intangible Assets Subject to Amortization (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | $123,734 | $591 |
Less: accumulated amortization | -2,035 | -146 |
Total intangible assets, net | 121,699 | 445 |
Enterprise relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 29,000 | ' |
Premium users [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 15,200 | ' |
Existing technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 32,300 | ' |
Trade names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 42,900 | ' |
Home/MLS data feeds [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 3,700 | ' |
Other [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | $634 | $591 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Amortization expense for intangible assets | $1,800,000 | $21,000 | $1,800,000 | $55,400 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
2013 (remaining three months) | $3,871 | ' |
2014 | 15,465 | ' |
2015 | 15,214 | ' |
2016 | 15,214 | ' |
2017 | 15,214 | ' |
Thereafter | 56,721 | ' |
Total intangible assets, net | $121,699 | $445 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2011 | Sep. 30, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
First tranche [Member] | First tranche [Member] | First tranche [Member] | Second tranche [Member] | Second tranche [Member] | ||||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | |||||
Prime rate basis [Member] | Prime rate basis [Member] | Prime rate basis [Member] | Prime rate basis [Member] | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Secured term loan credit facility | ' | ' | $20 | ' | ' | ' | ' | ' |
Repayment of secured loan | ' | ' | ' | 5 | ' | ' | ' | ' |
Line of credit facility remaining drawdown, amount expired | ' | $10 | ' | ' | ' | ' | ' | ' |
Interest rate on loan | ' | ' | ' | ' | 2.75% | 6.00% | 5.50% | 8.75% |
Frequency of loan repayment | '30 equal monthly installments | ' | ' | ' | ' | ' | ' | ' |
Term loan maturity date | 'September 2015 | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Commitments And Contingencies Disclosure [Abstract] | ' | ' | ' | ' |
Rent expense | $783,000 | $379,000 | $2,100,000 | $976,000 |
Merger related reimbursement costs | $350,000 | ' | $350,000 | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Minimum Payments under Noncancelable Operating Leases (Detail) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2013 (remaining three months) | $908 |
2014 | 3,141 |
2015 | 3,712 |
2016 | 2,481 |
2017 | 2,522 |
Thereafter | 10,106 |
Total minimum lease payments | $22,870 |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Common Stock Reserved (Detail) | Sep. 30, 2013 | Dec. 31, 2012 |
Conversion of Stock [Line Items] | ' | ' |
Stock options and awards issued and outstanding | 6,886,181 | 3,608,326 |
Stock options and awards available for grant | 2,030,584 | 2,127,279 |
Common stock warrants | ' | 56,054 |
Shares of common stock reserved for issuance | 8,916,765 | 5,791,659 |
2012 Plan [Member] | ' | ' |
Conversion of Stock [Line Items] | ' | ' |
Stock options and awards available for grant | 2,002,547 | 2,127,279 |
2004 Plan [Member] | ' | ' |
Conversion of Stock [Line Items] | ' | ' |
Stock options and awards available for grant | 28,037 | ' |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 1 Months Ended |
Feb. 28, 2013 | |
Equity [Abstract] | ' |
Exercise price of warrant | $8.47 |
Shares issued pursuant to warrants exercised | 39,025 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Jun. 05, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | |
2012 Equity incentive plan [Member] | 2012 Equity incentive plan [Member] | 2012 Equity incentive plan [Member] | Stock appreciation rights activity [Member] | Stock appreciation rights activity [Member] | Equity Incentive Plan 2004 [Member] | Non-vested RSUs [Member] | Performance-based awards [Member] | Performance-based awards [Member] | Performance-based awards [Member] | Time based awards [Member] | Time based awards [Member] | Performance Shares [Member] | |||||||
Stock Based Compensation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum grant price per share as a percentage of fair market value at the date of the grant | ' | ' | ' | 100.00% | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of options vested | 25.00% | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options vesting period | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options expiration period | ' | ' | ' | '10 years | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Certain options, vesting terms | ' | ' | ' | 'Certain options vest monthly over two to four years. | ' | ' | ' | ' | ' | ' | 'Our stock appreciation rights typically vest on a graded basis over either a two or four year period and typically expire the earlier of five years from the date of grant or ninety days following termination of employment. | ' | ' | ' | ' | ' | ' | ' | ' |
Ratio of remaining options shares vested | ' | ' | ' | '0.028 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock reserved for future issuance | 8,916,765 | ' | ' | 8,916,765 | ' | 5,791,659 | ' | 2,370,000 | ' | ' | ' | 283,522 | ' | ' | ' | ' | ' | ' | ' |
Additional number of shares reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in shares available for issuance | ' | ' | ' | ' | ' | ' | ' | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of increase in shares available for issuance | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of restricted stock units granted | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in shares available for grant under the 2012 plan | ' | ' | ' | ' | ' | ' | ' | ' | 1,102,112 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in shares approved by stockholders | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in common stock reserved for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 202,770 | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock available for grant under 2012 Plan and 2004 plan | 2,030,584 | ' | ' | 2,030,584 | ' | 2,127,279 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant date fair value of options granted | $19.70 | ' | $7.94 | $14.96 | $6.59 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercises in period aggregate intrinsic value | $18,300,000 | ' | $1,400,000 | $35,200,000 | $2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options vested grant date fair value | 5,000,000 | ' | ' | 4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to non-vested stock options granted, net | 18,100,000 | ' | ' | 18,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated forfeitures of stock-based awards granted | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | 240,000 | ' | 4,100,000 | ' | ' | ' | ' | ' | 1,700,000 |
Weighted average vesting period | ' | ' | ' | '2 years 1 month 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to non-vested stock units, net of estimated forfeitures | 1,700,000 | 1,700,000 | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | 46,800,000 | ' | ' | ' | ' | ' | 18,500,000 |
Weighted average vesting period of stock units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 1 month 21 days | ' | '3 years 1 month 21 days | ' | ' | ' | ' | ' | '3 years 3 months 4 days |
Stock unit awards granted during period | 2,105,000 | 2,105,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,576,250 | 1,576,250 | 1,576,250 | 528,750 | 528,750 | ' |
Incremental expense | 383,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock appreciation rights | 117,000 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated grant date fair value vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | 280,000 | 280,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to non-vested stock units, net of estimated forfeitures | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,900,000 | $3,900,000 | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Stock_
Stock-Based Compensation - Stock Option Activity under 2005 Plan, 2012 Plan, 1999 Plan and 2004 Plan (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Stock Options Outstanding, Beginning balance | 3,570,566 | ' |
Stock Options Outstanding, Assumed in acquisition | 643,237 | ' |
Stock Options Outstanding, Granted | 586,211 | ' |
Stock Options Outstanding, Canceled | -139,100 | ' |
Stock Options Outstanding, Exercised | -1,160,694 | ' |
Stock Options Outstanding, Ending balance | 3,500,220 | 3,570,566 |
Stock Options Outstanding, Options exercisable | 1,619,212 | ' |
Stock Options Outstanding, Options vested and expected to vest | 3,394,359 | ' |
Weighted Average Exercise Price, Beginning balance | $6.45 | ' |
Weighted Average Exercise Price, Assumed in acquisition | $15.27 | ' |
Weighted Average Exercise Price, Granted | $31.67 | ' |
Weighted Average Exercise Price, Canceled | $12.20 | ' |
Weighted Average Exercise Price, Exercised | $4.69 | ' |
Weighted Average Exercise Price, Ending balance | $12.64 | $6.45 |
Weighted Average Exercise Price, Options exercisable | $8.16 | ' |
Weighted Average Exercise Price, Options vested and expected to vest | $12.37 | ' |
Weighted Average Remaining Contractual Life (Years), Beginning balance | '7 years 5 months 1 day | '7 years 6 months 22 days |
Weighted Average Remaining Contractual Life (Years), Options exercisable | '6 years 3 months 11 days | ' |
Weighted Average Remaining Contractual Life (Years), Options vested and expected to vest | '7 years 4 months 17 days | ' |
Aggregate Intrinsic Value, Beginning balance | $35,415 | ' |
Aggregate Intrinsic Value, Ending balance | 120,460 | 35,415 |
Aggregate Intrinsic Value, Options exercisable | 11,201 | ' |
Aggregate Intrinsic Value, Options vested and expected to vest | $117,755 | ' |
StockBased_Compensation_Restri
Stock-Based Compensation - Restricted Stock Units Activity (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Restricted stock units activity [Member] | Restricted stock units activity [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Number of shares, Beginning balance | ' | ' | 37,760 | ' |
RSUs Outstanding, Assumed in acquisition | ' | ' | 124,832 | ' |
RSUs Outstanding, Granted | 2,105,000 | 2,105,000 | 1,628,893 | ' |
RSUs Outstanding, Canceled | ' | ' | -62,614 | ' |
RSUs Outstanding, Released | ' | ' | -83,028 | ' |
RSUs Outstanding, Value of awards withheld for tax liability | ' | ' | 4,155 | ' |
Number of shares, Ending balance | ' | ' | 1,649,998 | 37,760 |
RSUs Outstanding, Restricted stock units expected to vest | ' | ' | 1,466,941 | ' |
Weighted Average Grant Date Fair Value, Beginning balance | ' | ' | $16.41 | ' |
Weighted Average Grant Date Fair Value, Assumed in acquisition | ' | ' | $11.56 | ' |
Weighted Average Grant Date Fair Value, Granted | ' | ' | $34.33 | ' |
Weighted Average Grant Date Fair Value, Canceled | ' | ' | $27.39 | ' |
Weighted Average Grant Date Fair Value, Released | ' | ' | $28.21 | ' |
Weighted Average Grant Date Fair Value, Value of awards withheld for tax liability | ' | ' | $10.47 | ' |
Weighted Average Grant Date Fair Value, Ending balance | ' | ' | $32.78 | $16.41 |
Weighted Average Remaining Contractual Life (Years), Unvested | ' | ' | '3 years 1 month 21 days | '2 years 1 month 28 days |
Weighted Average Remaining Contractual Life (Years), Restricted stock units expected to vest | ' | ' | '2 years 5 months 19 days | ' |
Aggregate Intrinsic Value, Beginning balance | ' | ' | $613 | ' |
Aggregate Intrinsic Value, Ending balance | ' | ' | 77,404 | 613 |
Aggregate Intrinsic Value, Restricted stock units expected to vest | ' | ' | $68,990 | ' |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Performance-Based Awards (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Number of shares, Granted | 2,105,000 | 2,105,000 | ' | ' |
Performance-based awards [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Number of shares, Beginning balance | ' | ' | ' | ' |
Number of shares, Granted | 1,576,250 | 1,576,250 | 1,576,250 | ' |
Number of shares, Canceled | ' | ' | ' | ' |
Number of shares, Released | ' | ' | ' | ' |
Number of shares, Ending balance | 1,576,250 | ' | 1,576,250 | ' |
Number of shares, Restricted stock units expected to vest-September 30, 2013 | 1,396,179 | ' | 1,396,179 | ' |
Weighted Average Grant Date Fair Value, Beginning balance | ' | ' | ' | ' |
Weighted Average Grant Date Fair Value, Granted | ' | ' | $22.84 | ' |
Weighted Average Grant Date Fair Value, Ending balance | $22.84 | ' | $22.84 | ' |
Weighted Average Remaining Contractual Life (Years), Unvested | ' | ' | '3 years 3 months 4 days | '0 years |
Weighted Average Remaining Contractual Life (Years), Restricted stock units expected to vest-September 30, 2013 | ' | ' | '3 years 3 months | ' |
Aggregate Intrinsic Value, Beginning balance | ' | ' | ' | ' |
Aggregate Intrinsic Value, Ending balance | 74,131 | ' | 74,131 | ' |
Aggregate Intrinsic Value, Restricted stock units expected to vest-September 30, 2013 | $65,662 | ' | $65,662 | ' |
StockBased_Compensation_Assump
Stock-Based Compensation - Assumptions Used to Estimate Fair Value of Each Employee Stock Option Awards (Detail) (Black-Scholes option-pricing model [Member]) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Black-Scholes option-pricing model [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected term (in years) | '5 years 4 months 24 days | '5 years 6 months | '5 years 6 months | '5 years 6 months |
Expected volatility | 52.00% | 53.00% | 52.00% | 53.00% |
Risk-free interest rate | 1.60% | 0.80% | 1.10% | 0.80% |
Dividend rate | ' | 0.00% | ' | 0.00% |
StockBased_Compensation_Assump1
Stock-Based Compensation - Assumptions Used to Estimate Fair Value of Each Performance Based Awards (Detail) (Performance-based awards [Member], Monte Carlo simulation model [Member], USD $) | 1 Months Ended | |
Aug. 29, 2013 | 29-May-13 | |
Performance-based awards [Member] | Monte Carlo simulation model [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock price | $41.67 | $30.31 |
Simulation period | '2 years 8 months 5 days | '2 years 11 months 5 days |
Risk free rate | 0.65% | 0.47% |
Volatility | 52.60% | 52.60% |
Dividend yield | 0.00% | 0.00% |
Cost of equity | 12.30% | 12.60% |
StockBased_Compensation_Stock_1
Stock-Based Compensation - Stock Appreciation Rights Activity (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Stock appreciation rights activity [Member] | Stock appreciation rights activity [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Number of shares, Beginning balance | ' | ' | ' | ' |
Number of shares, Assumed in acquisition | ' | ' | 159,713 | ' |
Number of shares, Granted | 2,105,000 | 2,105,000 | ' | ' |
Number of shares, Canceled | ' | ' | ' | ' |
Number of shares, Exercised | ' | ' | ' | ' |
Number of shares, Ending balance | ' | ' | 159,713 | ' |
Number of shares, Exercisable | ' | ' | 42,178 | ' |
Number of shares, Vested and expected to vest | ' | ' | 146,928 | ' |
Weighted Average Exercise Price, Beginning balance | ' | ' | ' | ' |
Weighted Average Exercise Price, Assumed in acquisition | ' | ' | $31.93 | ' |
Weighted Average Exercise Price, Granted | ' | ' | ' | ' |
Weighted Average Exercise Price, Canceled | ' | ' | ' | ' |
Weighted Average Exercise Price, Exercised | ' | ' | ' | ' |
Weighted Average Exercise Price, Ending balance | ' | ' | $31.93 | ' |
Weighted Average Exercise Price, Exercisable | ' | ' | $10.28 | ' |
Weighted Average Exercise Price, Vested and expected to vest | ' | ' | $11.35 | ' |
Weighted Average Remaining Contractual Life (Years) | ' | ' | '3 years 3 months 18 days | '0 years |
Weighted Average Remaining Contractual Life (Years), Exercisable | ' | ' | '3 years 2 months 9 days | ' |
Weighted Average Remaining Contractual Life (Years), Vested and expected to vest-September 30, 2013 | ' | ' | '3 years 3 months 15 days | ' |
Aggregate Intrinsic Value, Beginning balance | ' | ' | ' | ' |
Aggregate Intrinsic Value, Ending balance | ' | ' | 5,684 | ' |
Aggregate Intrinsic Value, Exercisable | ' | ' | 1,550 | ' |
Aggregate Intrinsic Value, Vested and expected to vest-September 30, 2013 | ' | ' | $5,242 | ' |
StockBased_Compensation_Value_
Stock-Based Compensation - Value of Each Employee Stock Appreciation Right Granted (Detail) (Stock appreciation rights activity [Member]) | 3 Months Ended |
Sep. 30, 2013 | |
Stock appreciation rights activity [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Estimated term (in years) | '1 year 2 months 5 days |
Risk-free interest rate | 0.10% |
Expected volatility | 42.00% |
Expected dividend yield | 0.00% |
StockBased_Compensation_Compen
Stock-Based Compensation - Compensation Expense for Stock-Based Awards Granted to Employees (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | $7,290 | $793 | $10,668 | $1,809 |
Cost of revenue [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 200 | 6 | 298 | 20 |
Technology and development [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 2,039 | 253 | 3,028 | 629 |
Sales and marketing [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 1,526 | 97 | 2,348 | 276 |
General and administrative [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | $3,525 | $437 | $4,994 | $884 |
Net_Income_Loss_per_Share_Attr2
Net Income (Loss) per Share Attributable to Common Stockholders - Computation of Basic and Diluted Earnings Attributable to Common Stockholders (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net loss attributable to common stockholders | ($2,220) | ($1,689) | ($6,612) | ($9,329) |
Weighted average shares used in computing basic and diluted net loss per share | 34,557,842 | 8,805,722 | 31,734,356 | 7,572,902 |
Net loss per share attributable to common stockholders, basic and diluted | ($0.06) | ($0.19) | ($0.21) | ($1.23) |
Net_Income_Loss_per_Share_Attr3
Net Income (Loss) per Share Attributable to Common Stockholders - Summary of Outstanding Common Stock Equivalents Excluded from Computation of Diluted Net Loss Per Share (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Stock options and awards [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive stock | 6,886,181 | 3,801,364 | 6,886,181 | 3,801,364 |
Heldback shares in connection with Movity acquisition [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive stock | 30,524 | 30,524 | 30,524 | 30,524 |
Common stock warrants [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive stock | ' | 56,054 | ' | 56,054 |
SelfInsurance_Additional_Infor
Self-Insurance - Additional Information (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Insurance [Abstract] | ' |
Maximum amount of individual claim under self insurance plan | $100,000 |
Percentage of cumulative medical claim under self insurance plan | 125.00% |
Liability for self-insured claims included in accrued compensation and benefits | $173,000 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Income Tax Disclosure [Abstract] | ' |
Release of valuation allowance | $7,923 |
Employee_Benefit_Plan_Addition
Employee Benefit Plan - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Compensation And Retirement Disclosure [Abstract] | ' | ' | ' | ' |
Company's contribution based on employee contribution | ' | ' | 4.00% | ' |
Company's expense related to its benefit plan | $278,000 | $185,000 | $809,000 | $506,000 |
Segment_Information_and_Revenu1
Segment Information and Revenue - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reportable segment | 1 |