Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 20, 2014 | Jun. 28, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'TRLA | ' | ' |
Entity Registrant Name | 'TRULIA, INC. | ' | ' |
Entity Central Index Key | '0001349454 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 36,823,070 | ' |
Entity Public Float | ' | ' | $650,347,273 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $225,597 | $100,017 |
Accounts receivable, net of allowance for doubtful accounts of $411 and $142 as of December 31, 2013 and 2012, respectively | 11,697 | 6,095 |
Prepaid expenses and other current assets | 12,272 | 1,413 |
Total current assets | 249,566 | 107,525 |
Restricted cash | 1,589 | 385 |
Property and equipment, net | 22,289 | 7,069 |
Intangible assets | 117,888 | 445 |
Goodwill | 255,904 | 2,155 |
Other assets | 8,173 | 1,385 |
TOTAL ASSETS | 655,409 | 118,964 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 3,018 | 525 |
Accrued liabilities | 11,261 | 2,916 |
Accrued compensation and benefits | 10,863 | 4,500 |
Deferred revenue | 10,002 | 13,296 |
Deferred rent, current portion | 1,035 | 444 |
Capital lease liability, current portion | 51 | 217 |
Long-term debt, current portion | ' | 2,665 |
Other current liabilities | ' | 330 |
Total current liabilities | 36,230 | 24,893 |
Deferred rent, net of current portion | 4,751 | 407 |
Capital lease liability, net of current portion | 84 | 16 |
Long-term debt, net of current portion | 230,000 | 7,094 |
Other long-term liabilities | 3,268 | 20 |
Total liabilities | 274,333 | 32,430 |
Commitments and contingencies (NOTE 8) | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock, par value of $0.00001, 20,000,000 shares authorized as of December 31, 2013 and 2012; no shares issued or outstanding as of December 31, 2013 and 2012 | ' | ' |
Common stock, par value of $0.00001, 1,000,000,000 shares authorized as of December 31, 2013 and 2012; 37,668,476 and 27,552,818 shares issued as of December 31, 2013 and 2012, respectively; 36,582,572 and 27,552,818 shares outstanding as of December 31, 2013 and 2012, respectively; | ' | ' |
Treasury stock at $27.65, 1,085,904 and 0 shares at December 31, 2013 and 2012, respectively | ' | ' |
Additional paid-in capital | 445,960 | 133,659 |
Accumulated deficit | -64,884 | -47,125 |
Total stockholders' equity | 381,076 | 86,534 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $655,409 | $118,964 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $411 | $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 | 37,668,476 | 27,552,818 |
Common stock, shares outstanding | 36,582,572 | 27,552,818 |
Treasury stock, per share | $27.65 | $27.65 |
Treasury stock, shares | 1,085,904 | 0 |
Preferred stock [Member] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Statement [Abstract] | ' | ' | ' |
Revenue | $143,728 | $68,085 | $38,518 |
Cost and operating expenses: | ' | ' | ' |
Cost of revenue (exclusive of amortization of product development cost) | 23,122 | 9,999 | 5,795 |
Technology and development | 34,612 | 20,199 | 14,650 |
Sales and marketing | 71,370 | 33,747 | 17,717 |
General and administrative | 32,702 | 13,659 | 6,123 |
Acquisition related costs | 6,065 | ' | ' |
Total cost and operating expenses | 167,871 | 77,604 | 44,285 |
Loss from operations | -24,143 | -9,519 | -5,767 |
Interest income | 121 | 50 | 17 |
Interest expense | -1,107 | -1,016 | -389 |
Change in fair value of warrant liability | ' | -369 | -16 |
Loss on debt extinguishment | -141 | ' | ' |
Loss before provision for income taxes | -25,270 | -10,854 | -6,155 |
Income tax (provision) benefit | 7,511 | -67 | ' |
Net loss attributable to common stockholders | ($17,759) | ($10,921) | ($6,155) |
Net loss per share attributable to common stockholders, basic and diluted | ($0.54) | ($0.87) | ($0.92) |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 33,129,572 | 12,538,769 | 6,657,045 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Convertible preferred stock [Member] |
In Thousands, except Share data | ||||||
Beginning balance at Dec. 31, 2010 | $7,142 | ' | ' | $37,191 | ($30,049) | ' |
Beginning balance, Shares at Dec. 31, 2010 | ' | 6,619,391 | ' | ' | ' | 14,161,444 |
Issuance of common stock warrants in exchange for services | 93 | ' | ' | 93 | ' | ' |
Exercise of common stock options | 408 | ' | ' | 408 | ' | ' |
Exercise of common stock options, Shares | ' | 287,766 | ' | ' | ' | ' |
Non-cash exercise of common stock warrants | 45 | ' | ' | 45 | ' | ' |
Non-cash exercise of common stock warrants, Shares | ' | 12,735 | ' | ' | ' | ' |
Stock-based compensation expense related to options granted to employees | 1,506 | ' | ' | 1,506 | ' | ' |
Net loss and total comprehensive loss | -6,155 | ' | ' | ' | -6,155 | ' |
Ending balance at Dec. 31, 2011 | 3,039 | ' | ' | 39,243 | -36,204 | ' |
Ending balance, Shares at Dec. 31, 2011 | ' | 6,919,892 | ' | ' | ' | 14,161,444 |
Issuance of common stock in connection with public offering net of offering costs | 89,447 | ' | ' | 89,447 | ' | ' |
Issuance of common stock in connection with public offering net of offering costs, Shares | ' | 5,900,000 | ' | ' | ' | ' |
Conversion of convertible preferred stock to common stock in connection with initial public offering | ' | ' | ' | ' | ' | ' |
Conversion of convertible preferred stock to common stock in connection with initial public offering, Shares | ' | 14,161,444 | ' | ' | ' | -14,161,444 |
Conversion of preferred stock warrant to common stock warrant in connection with initial public offering | 666 | ' | ' | 666 | ' | ' |
Exercise of common stock options | 1,681 | ' | ' | 1,681 | ' | ' |
Exercise of common stock options, Shares | ' | 541,445 | ' | ' | ' | ' |
Non-cash exercise of common stock warrants, Shares | ' | 33,380 | ' | ' | ' | ' |
Shares returned from escrow related to acquisition of Movity, Inc. | -14 | ' | ' | -14 | ' | ' |
Shares returned from escrow related to acquisition of Movity, Inc., Shares | ' | -3,343 | ' | ' | ' | ' |
Stock-based compensation expense related to options granted to employees | 2,636 | ' | ' | 2,636 | ' | ' |
Net loss and total comprehensive loss | -10,921 | ' | ' | ' | -10,921 | ' |
Ending balance at Dec. 31, 2012 | 86,534 | ' | ' | 133,659 | -47,125 | ' |
Ending balance, Shares at Dec. 31, 2012 | ' | 27,552,818 | ' | ' | ' | ' |
Issuance of common stock in connection with public offering net of offering costs | 98,144 | ' | ' | 98,144 | ' | ' |
Issuance of common stock in connection with public offering net of offering costs, Shares | ' | 3,500,000 | ' | ' | ' | ' |
Issuance of additional shares of common stock in connection with secondary offering | 14,878 | ' | ' | 14,878 | ' | ' |
Issuance of additional shares of common stock in connection with secondary offering, Shares | ' | 525,000 | ' | ' | ' | ' |
Issuance of common stock as consideration for Market Leader | 189,296 | ' | ' | 189,296 | ' | ' |
Issuance of common stock as consideration for Market Leader, Shares | ' | 4,412,489 | ' | ' | ' | ' |
Assumption of stock-based awards in connection with the acquisition of Market Leader | 12,871 | ' | ' | 12,871 | ' | ' |
Exercise of common stock options | 7,003 | ' | ' | 7,003 | ' | ' |
Exercise of common stock options, Shares | 1,484,251 | 1,484,251 | ' | ' | ' | ' |
Non-cash exercise of stock appreciation rights | ' | 32,169 | ' | ' | ' | ' |
Vesting of restricted stock units | ' | 151,164 | ' | ' | ' | ' |
Value and shares of equity awards withheld for tax liability and award exercises | -783 | ' | ' | -783 | ' | ' |
Value and shares of equity awards withheld for tax liability and award exercises, Shares | ' | -28,620 | ' | ' | ' | ' |
Non-cash exercise of common stock warrants, Shares | ' | 56,054 | ' | ' | ' | ' |
Warrants withheld for exercises, Shares | ' | -16,849 | ' | ' | ' | ' |
Shares repurchases | -30,032 | ' | -1,085,904 | -30,032 | ' | ' |
Shares repurchases, Shares | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense related to options granted to employees | 20,924 | ' | ' | 20,924 | ' | ' |
Net loss and total comprehensive loss | -17,759 | ' | ' | ' | -17,759 | ' |
Ending balance at Dec. 31, 2013 | $381,076 | ' | ($1,085,904) | $445,960 | ($64,884) | ' |
Ending balance, Shares at Dec. 31, 2013 | ' | 37,668,476 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($17,759) | ($10,921) | ($6,155) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' | ' |
Depreciation and amortization | 12,211 | 3,585 | 2,496 |
Compensation paid in stock | 22,973 | 2,570 | 1,484 |
Provision for doubtful accounts | 351 | 95 | 176 |
Loss on disposal of fixed assets | 45 | ' | ' |
Release of valuation allowance | -7,923 | ' | ' |
Issuance of common stock warrants in exchange for services | ' | ' | 93 |
Change in fair value of warrant liability | ' | 369 | 16 |
Amortization of debt discount | 106 | 167 | 38 |
Amortization of debt issue cost | 83 | 30 | 10 |
Amortization of underwriter's fee | 34 | ' | ' |
Loss on extinguishment of debt | 141 | ' | ' |
Changes in operating assets and liabilities, net of acquisition of business: | ' | ' | ' |
Accounts receivable | -5,005 | -2,475 | -1,427 |
Prepaid expenses and other current assets | -6,467 | -889 | -286 |
Other assets | ' | -13 | -168 |
Accounts payable | -6,698 | -864 | 336 |
Accrued liabilities | 3,309 | 1,811 | 100 |
Accrued compensation and benefits | 1,586 | 2,458 | 666 |
Deferred rent | 4,935 | -174 | 651 |
Deferred revenue | -3,294 | 8,469 | 3,017 |
Other long-term liabilities | ' | -65 | 85 |
Net cash provided by (used in) operating activities | -1,372 | 4,153 | 1,132 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Increase in restricted cash and deposits | -1,500 | -764 | -2,200 |
Decrease in restricted cash and deposits | 709 | ' | 4,645 |
Reclass from restricted cash to short-term investments | ' | ' | -4,300 |
Maturities of short-term investments | 2,999 | 4,300 | ' |
Purchases of property and equipment | -16,572 | -5,506 | -4,783 |
Disposals of property and equipment | 34 | ' | ' |
Acquisition, net of cash acquired of $9.7 million in 2013 and $0 in 2012 | -160,813 | ' | ' |
Net cash used in investing activities | -175,143 | -1,970 | -6,638 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from initial public offering, net of underwriting discounts | ' | 93,279 | ' |
Proceeds from follow-on public offering, net of underwriting discounts | 114,056 | ' | ' |
Payments of costs related to public offerings | -1,034 | -3,832 | ' |
Proceeds from long-term debt | 230,000 | ' | 12,035 |
Repayment of notes payable | ' | ' | -110 |
Repayments on long-term debt | -10,006 | ' | -4,045 |
Payment of debt issuance costs | -6,910 | ' | ' |
Value of equity awards withheld for tax liability | -783 | ' | ' |
Repayments on capital lease liability | -200 | -334 | -181 |
Proceeds from exercise of stock options | 7,003 | 1,680 | 408 |
Proceeds from exercise of common stock warrants | ' | ' | 45 |
Shares repurchased | -30,032 | ' | ' |
Net cash provided by financing activities | 302,095 | 90,793 | 8,152 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 125,580 | 92,976 | 2,646 |
CASH AND CASH EQUIVALENTS-Beginning of period | 100,017 | 7,041 | 4,395 |
CASH AND CASH EQUIVALENTS-End of period | 225,597 | 100,017 | 7,041 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' | ' | ' |
Cash paid for interest | 696 | 791 | 263 |
Cash paid for income taxes | 418 | 4 | 10 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' | ' |
Stock-based compensation capitalized in product development costs | 685 | 66 | 22 |
Conversion of preferred stock warrants to common stock warrants | ' | 666 | ' |
Purchase of equipment under capital leases | 105 | 119 | 439 |
Net change related to purchase of equipment in accounts payable and accrued liabilities | 3,325 | 54 | -584 |
Purchases of equipment with accounts payable and accrued liabilities at period end | 3,964 | 226 | ' |
Release of valuation allowance | 7,923 | ' | ' |
Other compensation to be paid in stock | 2,524 | ' | ' |
Issuance of preferred stock warrants in connection with debt financing | ' | ' | 281 |
Common stock issued and stock awards assumed in connection with Market Leader acquisition | 5,340,271 | ' | ' |
Common stock warrants exercised in a net settlement transaction | $56,054 | ' | ' |
Stock appreciation rights exercised in a net settlement transaction | 32,169 | ' | ' |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Statement Of Cash Flows [Abstract] | ' | ' |
Acquisition, cash acquired | $9.70 | $0 |
Organization_and_Description_o
Organization and Description of Business | 12 Months Ended |
Dec. 31, 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 marketplace, delivered through the web and mobile applications, gives consumers powerful tools to research homes and neighborhoods and enables real estate professionals to efficiently market their listings and attract new clients. We also offer a comprehensive suite of free and subscription products that provide real estate professionals with access to transaction-ready consumers and help them grow and manage their online presence. | |
Initial Public Offering | |
In September 2012, we completed an initial public offering (“IPO”) in which we sold 5,900,000 shares of our common stock, which included 900,000 shares sold pursuant to the exercise by the underwriters of an option to purchase additional shares, at a public offering price of $17.00 per share. In addition, another 1,000,000 shares were sold by certain selling stockholders. We received net proceeds of $89.4 million, after deducting underwriting discounts and commissions and offering expenses payable by us, from sales of our shares in the IPO. We did not receive any proceeds from sales by the selling stockholders. Immediately prior to the completion of the IPO, all shares of the then-outstanding convertible preferred stock automatically converted into an aggregate of 14,161,444 shares of common stock, and an outstanding warrant to purchase convertible preferred stock automatically converted into a warrant to purchase up to 120,961 shares of common stock. | |
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 consolidated financial statements. | |
Convertible Senior Notes | |
On December 17, 2013, we issued $230.0 million aggregate principal amount of 2.75% Convertible Senior Notes, due in 2020 (the “2020 Notes”), which included a $30 million of principal amount issued pursuant to an over-allotment option granted to the initial purchasers. The aggregate principal amount of the 2020 Notes is due on December 15, 2020. We received net proceeds of $222.4 million, after deducting offering expenses payable by us. Interest began to accrue on December 17, 2013 and is payable semi-annually every June 15 and December 15, starting on June 15, 2014. We may not redeem the 2020 Notes prior to December 20, 2018. We may redeem the 2020 Notes, at our option, in whole or in part on or after December 20, 2018, if the last reported sale price per share of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. Holders of the notes may convert all or portion all or any portion of their notes, in multiples of $1,000 principal amount, at their option at any time prior to the close of business on the business day immediately preceding the maturity date. The notes are convertible at an initial conversion rate of $27.8303 shares of our common stock per $1,000 principal amount of notes, subject to adjustment in certain events. Further detail on these 2020 Notes is presented in Note 7 of these 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 | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Summary of Significant Accounting Policies | ' | ||||
2. Summary of Significant Accounting Policies | |||||
Basis of Presentation | |||||
Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | |||||
Principles of Consolidation | |||||
The consolidated financial statements include the operations of Trulia and our wholly owned subsidiary Market Leader, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||
Use of Estimates | |||||
The preparation of the accompanying consolidated 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. | |||||
Reclassification | |||||
Certain amounts in the balance sheet and accompanying footnotes for the year ended December 31, 2012 have been reclassified to be consistent with the current year presentation. Net intangible assets of $445,000 as of December 31, 2012 have been reclassified out of other assets into an intangible assets line item in the balance sheet. Additionally, $226,000 of accrued liabilities related to purchases of property and equipment in Note 4 have been reclassified separately to conform with the current year presentation. These reclassifications have no impact on our financial condition, results of operations, or cash flows. | |||||
Concentrations of Credit Risk and Credit Evaluations | |||||
Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, and trade accounts receivable. We deposit our cash and cash equivalents with major financial institutions that management believes are of high credit quality; however, at times, balances exceed federally insured limits. | |||||
Our accounts receivable are derived from customers in the United States of America and Canada. We do not require our customers to provide collateral to support accounts receivable. We perform ongoing credit evaluations of our customers’ financial condition and maintain allowances for estimated credit losses. Actual credit losses may differ from our estimates. No customer represented 10% or more of total revenue during the years ended December 31, 2013, 2012, and 2011. One customer accounted for 13.0% and 10.4% of our gross accounts receivable as of December 31, 2013 and 2012, respectively. | |||||
Revenue Recognition | |||||
Our revenue is comprised of Marketplace revenue and Media revenue. | |||||
Marketplace Revenue. Marketplace revenue primarily consists of products and services sold to real estate professionals, including agents, brokers, agents of property managers, and mortgage lenders on a fixed fee subscription, Cost Per Click (“CPC”), or Cost Per Lead (“CPL”) basis. We currently sell three sets of products to real estate professionals on a subscription basis. The first set of products, which includes Trulia Local Ads and Trulia Mobile Ads, enables real estate professionals to promote themselves on our search results pages and property details pages for a local market area. Real estate professionals purchase subscriptions to these products based upon their specified market share for a city or zip code, at a fixed monthly price, for periods ranging from one month to one year, with pricing depending on demand, location, and the percentage of market share purchased. Our second set of products allows real estate professionals to receive prominent placement of their listings in our search results. Real estate professionals sign up for new subscriptions to this product at a fixed monthly price for periods that generally range from 1 month to 24 months. Our third set of products is our comprehensive premium software-as-a-service based marketing products typically sold to real estate professionals as a bundle of products under a fixed fee subscription. We also sell a base version of these products to strategic franchise networks for specified contractual amounts over a number of years and partner with them to drive adoption of our premium solution across their network. Our software-as-a-service based marketing products were obtained as part of our acquisition of Market Leader in August 2013. | |||||
Media Revenue. Media revenue primarily consists of display advertising sold on a Cost per Thousand (“CPM”), CPC, and CPL basis to advertisers promoting their brand on trulia.com, our mobile website, m.trulia.com and our partners websites (cumulatively “Trulia Websites”). Impressions are the number of times an advertisement is loaded on a web page and clicks are the number of times users click on an advertisement. Revenue is recognized in the periods the clicks or impressions are delivered. Pricing is primarily based on advertisement size and position on the Trulia Websites and fees are generally billed monthly. As our mobile web pages and mobile applications offer less space on which to display advertising, a shift in user traffic from our websites to mobile products could decrease our advertising inventory and negatively affect our Media revenue. We do not believe that we have experienced a shift in user traffic from our websites to our mobile applications, as our monthly unique visitors and mobile monthly unique visitors each continued to grow at a rapid pace. | |||||
Multiple-Element Arrangements | |||||
We enter into arrangements with customers that include combinations of CPC media placements, CPM media placements, and subscription products. | |||||
For the year ended December 31, 2010, because we have not yet established the fair value for each element, advertising revenue was recognized ratably over the contract term. | |||||
Beginning on January 1, 2011, we adopted new authoritative guidance on multiple-element arrangements, using the prospective method for all arrangements entered into or materially modified from the date of adoption. Under this new guidance, we allocate arrangement consideration in multiple-element revenue arrangements at the inception of an arrangement to all deliverables or those packages in which all components of the package are delivered at the same time, based on the relative selling price method in accordance with the selling price hierarchy, which includes: (i) vendor-specific objective evidence (“VSOE”) if available; (ii) third-party evidence (“TPE”) if VSOE is not available; and (iii) best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. | |||||
VSOE- We determine VSOE based on our historical pricing and discounting practices for the specific product when sold separately. In determining VSOE, we require that a substantial majority of the standalone selling prices for these products fall within a reasonably narrow pricing range. For certain subscription products, we have been able to establish VSOE. | |||||
TPE- When VSOE cannot be established for deliverables in multiple-element arrangements, we apply judgment with respect to whether it can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, our go-to-market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that the comparable pricing of the products cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor selling prices are on a standalone basis. As a result, we have not been able to establish selling price based on TPE. | |||||
BESP- When we are unable to establish selling price using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the service was sold regularly on a standalone basis. As we have not been able to establish VSOE or TPE for CPM media placements, CPC media placements, and certain subscription products, we determine BESP for these deliverables based on the following: | |||||
• | The list price represents a component of the go-to-market strategy established by senior management. Our list prices are based on the features of the products offered. These features, which consist of the size and placement of the advertisements on our website, impact the list prices which vary depending on the specifications of the features. In addition, the list prices are impacted by market conditions, including the conditions of the real estate market and economy in general, and our competitive landscape; and | ||||
• | Analysis of our selling prices for these deliverables. | ||||
We limit the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. We regularly review BESP. Changes in assumptions or judgments or changes to the elements in the arrangement could cause a material increase or decrease in the amount of revenue that we report in a particular period. | |||||
We recognize the relative fair value of the products as they are delivered assuming all other revenue recognition criteria are met. | |||||
Cost of Revenue | |||||
Cost of revenue consists primarily of expenses related to operating our websites and mobile applications, including those associated with the operation of our data centers and customer websites, hosting fees, customer service related headcount expenses including salaries, bonuses, benefits and stock-based compensation expense, cost to generate leads for customers, licensed content, multiple listing services fees, revenue sharing costs, credit card processing fees, third-party contractor fees, and allocated overhead. | |||||
Technology and Development | |||||
Costs to research and develop our products are expensed as incurred. These costs consist primarily of technology and development headcount related expenses including salaries, bonuses, benefits and stock-based compensation expense, third party contractor fees and allocated overhead primarily associated with developing new technologies. Technology and development also includes amortization of capitalized costs (“product development costs”) associated with the development of our marketplace. | |||||
Product Development Costs | |||||
Product development costs include costs related to the development of our marketplace which is inclusive of costs related to the development of our delivery points, the website and mobile applications. Product development costs are accounted for as follows: all costs incurred in the preliminary project and post-implementation stages are expensed as incurred while certain costs incurred in the application development stage of a new product or projects to provide significant additional functionality to existing products are capitalized if certain criteria are met. Maintenance and enhancement costs are typically expensed as incurred. We capitalized costs associated with product development of $8.2 million, $2.5 million and $1.3 million during the years ended December 31, 2013, 2012, and 2011, respectively, and recorded related amortization expenses of $2.7 million, $1.1 million and $708,000 during the years ended December 31, 2013, 2012, and 2011, respectively. The net book value of capitalized product development costs was $7.5 million and $2.0 million as of December 31, 2013 and 2012, respectively. Such costs are amortized on a straight-line basis over the estimated useful lives of the related assets, which have been estimated to be two years. Amortization expense is included in technology and development in the statements of operations. | |||||
Advertising Expense | |||||
Advertising costs are expensed when incurred and are included in sales and marketing expenses in the accompanying consolidated statements of operations. Our advertising expenses were $7.7 million, $2.6 million and $459,000 during the years ended December 31, 2013, 2012, and 2011, respectively. | |||||
Stock-Based Compensation | |||||
We recognize compensation costs related to stock options and restricted stock units granted to employees based on the estimated fair value of the awards on the date of grant, net of estimated forfeitures. We estimates the grant date fair value of option grants, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The grant date fair value of the stock-based awards is recognized on a straight-line basis over the requisite service period, which is the vesting period of the respective awards. | |||||
We account for stock options issued to nonemployees based on the fair value of the awards determined using the Black-Scholes option-pricing model. The fair value of stock options granted to nonemployees are remeasured as the stock options vest, and the resulting change in value, if any, is recognized in the statement of operations during the period the related services are rendered. | |||||
Income Taxes | |||||
We account for income taxes in accordance with the asset and liability method. Under this method, deferred tax assets and liabilities are measured based on differences between the financial reporting and the tax bases of assets and liabilities using enacted tax rates that are expected to be in effect when the differences are expected to reverse. A valuation allowance is established to reduce net deferred tax assets to amounts that are more likely than not to be realized. | |||||
We account for uncertainty in tax positions recognized in the financial statements by recognizing a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized. | |||||
Our policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. | |||||
Comprehensive Loss | |||||
During the years ended December 31, 2013, 2012, and 2011, we did not have any other comprehensive income and, therefore, the net loss and comprehensive loss were the same for all periods presented. | |||||
Net Loss per Share Attributable to Common Stockholders | |||||
We calculate the basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. Immediately prior to the completion of our IPO in September 2012, all shares of outstanding preferred stock automatically converted into 14,161,444 shares of common stock. In addition, our outstanding preferred stock warrants converted into 56,054 common stock warrants. Under the two-class method, in periods when we have net income, net income attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income less current period convertible preferred stock non-cumulative dividends, between common stock and the convertible preferred stock. In computing diluted net income attributable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. Our basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock, and common stock warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. | |||||
Cash and Cash Equivalents | |||||
Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less at the time of acquisition. As of December 31, 2013 and 2012, cash equivalents consisted of money market funds. All credit card and debit card transactions that process as of the last day of the fiscal year and settle within a few days in the subsequent period are also classified as cash and cash equivalents. The amounts due from third party merchant processors for these transactions classified as cash totaled $349,000 and $135,000 as of December 31, 2013 and 2012, respectively. | |||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||
We perform ongoing credit evaluations of our customers. Accounts receivable are recorded at invoiced amounts, net of our estimated allowances for doubtful accounts. The allowance for doubtful accounts is estimated based on an assessment of our ability to collect on customer accounts receivable. We regularly reviews the allowance by considering certain factors such as historical experience, industry data, credit quality, age of accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. In cases where we are aware of circumstances that may impair a specific customer’s ability to meet their financial obligations, we record a specific allowance against amounts due from the customer and thereby reduce the net recognized receivable to the amount we reasonably believe will be collected. We write-off accounts receivable against the allowance when we determine the balance is uncollectible and no longer actively pursue collection of the receivable. We recorded a provision for uncollectible accounts receivable of $351,000, $95,000 and $176,000 during the years ended December 31, 2013, 2012, and 2011, respectively. | |||||
Restricted Cash | |||||
Restricted cash consists of certificates of deposit held as collateral at a financial institution related to a property lease in our name, and to insure the corporate credit card spending. These certificates of deposit have contractual maturities of 12 months or less. The balance of the restricted cash was $1.6 million and $385,000 as of December 31, 2013 and 2012, respectively. | |||||
Property and Equipment | |||||
Property and equipment are initially recorded at cost and depreciated using a straight-line method over the estimated useful lives of the assets. Maintenance and repair costs are charged to expense as incurred. The useful lives of our property and equipment are as follows: | |||||
Computer equipment | 2 to 3 years | ||||
Office equipment, furniture and fixtures | 3 to 5 years | ||||
Capitalized product development costs | 2 to 3 years | ||||
Network equipment | 5 years | ||||
Leasehold improvements | Shorter of the lease term or estimated useful life | ||||
Depreciation expense of assets acquired through capital leases is included in depreciation and amortization expense in the statements of operations. | |||||
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. | |||||
Goodwill | |||||
Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible assets acquired. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We have determined that we operate as one reporting unit and have selected December 1 as the date to perform our annual impairment test. In the valuation of our goodwill, we must make assumptions regarding estimated future cash flows to be derived from our business. If these estimates or their related assumptions change in the future, we may be required to record impairment for these assets. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value exceeds its fair value, then we would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss would be calculated by comparing the implied fair value of the entity to its net book value. In calculating the implied fair value of our goodwill, the fair value of the entity would be allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the entity over the amount assigned to the other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. We were not required to perform the second step of the goodwill impairment test during the years ended December 31, 2013 or 2012. There was no impairment of goodwill recorded for the years ended December 31, 2013 or 2012. | |||||
Impairment of Long-Lived Assets | |||||
Long-lived 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. To date, we believe that no such impairment has occurred. | |||||
Deferred Revenue | |||||
Deferred revenue consists of prepaid but unrecognized subscription revenue, advertising fees received or billed in advance of delivery and for amounts received in instances when revenue recognition criteria have not been met. Deferred revenue is recognized when all revenue recognition criteria have been met. | |||||
Preferred Stock Warrant Liability | |||||
Our warrants to purchase convertible preferred stock were classified as liabilities and recorded in other current liabilities within the accompanying balance sheets at fair value upon issuance because these warrants contained certain anti-dilution provisions which required us to lower the exercise price of the warrants upon any future down-round financings. Therefore, the warrants were subject to remeasurement to fair value at each balance sheet date, and any change in fair value was recognized in the statements of operations. At the time of issuance, the aggregate fair value of these warrants were determined using a Monte Carlo model. We adjusted the liability quarterly for changes in fair value using a Monte Carlo model until the completion of the IPO in September 2012. Upon conversion of the underlying preferred stock, the related warrant liability was remeasured to fair value and the remaining liability was reclassified to additional paid-in capital. | |||||
Segment Information | |||||
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. | |||||
Recently Issued Accounting Pronouncements | |||||
Under the Jumpstart Our Business Startups Act, or JOBS Act, we meet the definition of an “emerging growth company.” We have irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. | |||||
In July 2013, the Financial Accounting Standards Board (“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 adopted this guidance on January 1, 2014. Adoption of this guidance has no impact on our financial position, results of operations and cash flows in the current or future periods. | |||||
In February 2013, the FASB issued Accounting Standards Update No. 2013-02, Comprehensive Income, requiring entities to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety from accumulated other comprehensive income to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. This pronouncement is effective for fiscal years beginning after December 15, 2012. We adopted this standard on January 1, 2013. In the years ended December 31, 2013, 2012, and 2011 we did not have any other comprehensive income and, therefore, the net loss and comprehensive loss was the same for all periods presented. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
3. Fair Value Measurements | |||||||||||||||||
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 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. | |||||||||||||||||
The carrying values of our financial instruments, including cash equivalents, accounts receivable, accounts payable and restricted cash approximated their fair values. The estimated fair value and carrying value of our convertible notes as of December 31, 2013 were $252.0 million and $230.0 million respectively. We determined the estimated fair value of the convertible notes through use of option pricing and discounted cash flow models. The fair value is classified as Level III due to the use of significant unobservable inputs such as estimated long-term volatility of our common stock and credit risk premium. Long-term debt as of December 31, 2012 was stated at the carrying value as the stated interest rate approximated market rates available to us at that time. | |||||||||||||||||
Fair Value Measurements on a recurrent basis (in thousands): | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Level I | Level II | Level III | Total | ||||||||||||||
Financial Assets: | |||||||||||||||||
Money market funds | $ | 6,683 | $ | — | $ | — | $ | 6,683 | |||||||||
Restricted cash | 1,589 | — | — | 1,589 | |||||||||||||
Total financial assets | $ | 8,272 | $ | — | $ | — | $ | 8,272 | |||||||||
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 | |||||||||
None of the cash equivalents or the restricted cash held by us had unrealized losses and there were no realized losses for the years ended December 31, 2013 and 2012. There were no other-than-temporary impairments for these instruments as of December 31, 2013 or 2012. As of December 31, 2013, the contractual maturity of all certificates of deposit were from less than one year to three years. | |||||||||||||||||
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. The fair value was measured using a Monte Carlo model and 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. | |||||||||||||||||
Upon completion of our IPO in September 2012 the preferred stock warrants had converted into common stock warrants and were no longer carried as a liability recorded at fair value at December 31, 2012. The following table sets forth a summary of the changes in the fair value of the Company’s Level III financial liabilities for the years ended December 31, 2013 and 2012 (in thousands): | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Fair value—beginning of period | $ | — | $ | 297 | |||||||||||||
Issuance of preferred stock warrants | — | — | |||||||||||||||
Change in fair value of Level III financial liabilities | — | 369 | |||||||||||||||
Reclassification of warrant liability to stockholders’ equity | — | (666 | ) | ||||||||||||||
Fair value—end of period | $ | — | $ | — | |||||||||||||
The gains and losses from remeasurement of this Level III financial liability were recorded through the change in fair value of warrant liability in the statements of operations. |
Balance_Sheet_Components
Balance Sheet Components | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||
Balance Sheet Components | ' | ||||||||
4. Balance Sheet Components | |||||||||
Property and Equipment | |||||||||
Property and equipment consisted of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Computer equipment | $ | 7,275 | $ | 6,078 | |||||
Capitalized product development costs | 9,934 | 3,230 | |||||||
Furniture and fixtures | 3,276 | 974 | |||||||
Leasehold improvements | 8,985 | 2,314 | |||||||
Software | 183 | 11 | |||||||
Equipment not yet in service | 3,868 | 614 | |||||||
Total property and equipment, gross | 33,521 | 13,221 | |||||||
Less: accumulated depreciation and amortization | (11,232 | ) | (6,152 | ) | |||||
Total property and equipment, net | $ | 22,289 | $ | 7,069 | |||||
As of December 31, 2013 and 2012, property and equipment under capital lease, included within the computer equipment balance above, amounted to $261,000 and $865,000, respectively, with accumulated depreciation of $87,000 and $492,000, respectively. Depreciation expense during the years ended December 31, 2013, 2012, and 2011 was $6.4 million, $3.6 million and $2.5 million, respectively. | |||||||||
Accrued Liabilities | |||||||||
Accrued liabilities consisted of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Legal and professional fees | $ | 2,253 | $ | 751 | |||||
Marketing and advertising expenses | 1,326 | 304 | |||||||
Interest | 246 | 102 | |||||||
Sales taxes | 2,355 | 446 | |||||||
Payroll taxes | 651 | 234 | |||||||
Acquisition of property and equipment | 3,084 | 226 | |||||||
Other | 1,346 | 853 | |||||||
Total accrued liabilities | $ | 11,261 | $ | 2,916 | |||||
Accrued Compensation and Benefits | |||||||||
Accrued compensation and benefits consisted of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Bonus | $ | 3,645 | $ | 349 | |||||
Payroll and related expenses | 3,191 | 1,978 | |||||||
Commissions | 2,166 | 1,282 | |||||||
Vacation | 1,861 | 891 | |||||||
Total accrued compensation and benefits | $ | 10,863 | $ | 4,500 | |||||
Acquisition_of_Market_Leader
Acquisition of Market Leader | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Acquisition of Market Leader | ' | ||||||||
5. Acquisition of Market Leader | |||||||||
Market Leader | |||||||||
During the third quarter of fiscal year 2013, we acquired all the outstanding shares of capital stock of Market Leader, Inc. 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 year ended December 31, 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 annual period ended December 31, 2013 pro forma condensed combined financial information presented below, and included in the annual period ended December 31, 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 annual period ended December 31, 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 unaudited 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 December 31, 2013 were $21.2 million and $9.3 million, respectively. | |||||||||
Years Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Revenue | $ | 178,151 | $ | 113.073 | |||||
Net loss attributable to common shareholders | $ | (33,056 | ) | $ | (49,461 | ) | |||
Net loss per share attributable to common shareholders—basic and diluted net loss attributable to common shareholders | $ | (0.92 | ) | $ | (2.92 | ) |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | ||||||||||||
Dec. 31, 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 December 31, 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 December 31, 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): | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||
Cost | Accumulated | Net | |||||||||||
Amortization | |||||||||||||
Enterprise relationships | $ | 29,000 | $ | (1,052 | ) | $ | 27,948 | ||||||
Premium users | 15,200 | (1,103 | ) | 14,097 | |||||||||
Existing technology | 32,300 | (1,675 | ) | 30,625 | |||||||||
Trade names | 42,900 | (1,557 | ) | 41,343 | |||||||||
Home/MLS data feeds | 3,700 | (134 | ) | 3,566 | |||||||||
Other | 701 | (392 | ) | 309 | |||||||||
Total | $ | 123,801 | $ | 5,913 | $ | 117,888 | |||||||
Year Ended December 31, 2012 | |||||||||||||
Cost | Accumulated | Net | |||||||||||
Amortization | |||||||||||||
Patent | $ | 591 | $ | 146 | $ | 445 | |||||||
Total | $ | 591 | $ | 146 | $ | 445 | |||||||
Amortization expense recorded for intangible assets for the years ended December 31, 2013 and 2012 was $5.8 million and $111,000, respectively. | |||||||||||||
Future amortization expense is expected to be as follows over each of the next five years (in thousands): | |||||||||||||
Total | |||||||||||||
2014 | $ | 15,525 | |||||||||||
2015 | 15,214 | ||||||||||||
2016 | 15,214 | ||||||||||||
2017 | 15,214 | ||||||||||||
2018 | 14,111 | ||||||||||||
Thereafter | 42,610 | ||||||||||||
Total | $ | 117,888 | |||||||||||
Debt
Debt | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Debt | ' | ||||
7. Debt | |||||
Credit Facility | |||||
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 first tranche of $5.0 million was drawn down in full in September 2011 and was used to repay our outstanding debt at the time. The second tranche of $5.0 million was also drawn down in full in September 2011. The Credit Facility carried 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 and third tranches. The loan facility was subject to interest-only payments through September 2012, which was repayable in 30 equal monthly installments of principal and interest after the interest-only period, and had a maturity date of March 2015. However, during the six months ended June 30, 2012, we achieved certain financial milestones under the Credit Facility which provided for the extension of: a) the drawdown period from August 2012 to December 2012, b) the beginning of the interest-only period from September 2012 to March 2013, and c) the maturity date from March 2015 to September 2015. On December 31, 2012, the drawdown period for the remaining $10.0 million expired. | |||||
In conjunction with the Credit Facility, we issued warrants to purchase up to 120,961 shares our stock as follows: (1) shares of Series D convertible preferred stock with an exercise price equal to $8.4738 per share or (2) shares of the next round of preferred stock financing at the per share price for such shares upon drawdown of the entire loan amount. Of this amount, warrants to purchase 56,054 shares of Series D convertible preferred stock became exercisable upon the drawdown of the first and second tranches and have an exercise price of $8.4738 per share. At the time of issuance, the aggregate fair value of these warrants was $281,000. We also paid a net facility charge of $165,000 upon drawdown of the first tranche of the loan. The fair value of warrants and net facility charge were recorded as debt discount to be amortized as interest expense over the contractual term of the loan agreement using the effective interest rate method. As a result of the debt discount, the effective interest rate for the Credit Facility differed from the contractual rate. During the years ended December 31, 2013 and 2012, we recognized interest expense related to amortization and write off of the remaining debt discount in the amount of $241,000 and $167,000, respectively. The warrants were net exercised in February 2013 and were no longer outstanding as of December 31, 2013. | |||||
On December 17, 2013 when the outstanding balance of the Credit Facility was $7.2 million, we repaid the Credit Facility with the proceeds from the convertible senior notes discussed below. We recorded a loss on debt extinguishment of $141,000. | |||||
Convertible Senior Notes | |||||
On December 17, 2013, we issued $230.0 million aggregate principal amount of the 2020 Notes, which included $30 million of principal amount issued pursuant to an over-allotment option granted to the initial purchasers. The aggregate principal amount of the 2020 Notes is due on December 15, 2020. We received net proceeds of $222.4 million after deducting offering expenses payable by us. The effective interest rate on the 2020 Notes is not materially different from the stated interest rate of 2.75%. | |||||
We will pay 2.75% interest per annum on the outstanding principal amount of the 2020 Notes semi-annually on June 15 and December 15 of each year beginning on June 15, 2014. Interest began to accrue on December 17, 2013. The 2020 Notes are unsecured senior obligations of Trulia. These 2020 Notes were offered and sold only to qualified institutional investors, as defined in Rule 144 under the Securities Act of 1933 (“Securities Act”), and the 2020 Notes and the shares of our common stock issuable upon conversion of the 2020 Notes have not been registered under the Securities Act. | |||||
We may not redeem the 2020 Notes prior to December 20, 2018. We may redeem the notes, at our option, in whole or in part on or after December 20, 2018, if the last reported sale price per share of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. | |||||
Holders of the 2020 Notes may convert all or any portion of their notes, in multiples of $1,000 principal amount, at their option at any time prior to the close of business on the business day immediately preceding the maturity date. The 2020 Notes are convertible at an initial conversion rate of $27.8303 shares of our common stock per $1,000 principal amount of notes. This is equivalent to an initial conversion price of approximately $35.93 per share of our common stock. The conversion rate will be adjusted for certain dilutive events and will be increased in the case of corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the indenture governing the notes). The holders of the 2020 Notes will have the ability to require us to repurchase the notes in whole or in part upon the occurrence of an event that constitutes a “Fundamental Change” (as defined in the indenture governing the notes including such events as a “change in control” or “termination of trading”). In such case, the repurchase price would be 100% of the principal amount of the notes plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase price. Certain events are also considered “Events of Default,” which may result in the acceleration of the maturity of the 2020 Notes, as described in the indenture governing the notes, including, among other events, our failure to file with the SEC the reports required pursuant to Section 13 or 15(d) of the Securities Exchange of 1934, as amended, within 180 days after the time such report was required to be filed. There are no financial covenants to these 2020 Notes. | |||||
The conversion option of the 2020 Notes has no cash settlement provisions. Total issuance costs for the 2020 Notes were $7.6 million. We use the effective interest method to amortize the debt issuance costs. We believe that the conversion option does not meet the criteria for separate accounting as a derivative as it is indexed to our own stock. | |||||
As of December 31, 2013, the future principal payments on the 2020 Notes are as follows (in thousands): | |||||
Year Ending December 31: | Amounts | ||||
2014 | $ | — | |||
2015 | — | ||||
2016 | — | ||||
2017 | — | ||||
2018 | — | ||||
Thereafter | 230,000 | ||||
Total noncurrent portion | $ | 230,000 | |||
We recognized interest expense and amortization of debt issue costs related to the 2020 Notes in the period from December 17, 2013 through December 31, 2013 of $246,000 and $38,000, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
8. Commitments and Contingencies | |||||
Operating Leases | |||||
We lease our corporate offices under noncancelable operating leases in San Francisco, Bellevue, Denver and New York that range from one to seven years in term. Rent expense from the facility leases is recognized on a straight-line basis over the lease term and was $3.6 million, $1.6 million, and $1.1 million during the years ended December 31, 2013, 2012, and 2011, respectively. | |||||
As of December 31, 2013, our minimum payments under the noncancelable operating leases are as follows (in thousands): | |||||
Year Ending December 31: | Operating Lease | ||||
2014 | 3,186 | ||||
2015 | 3,768 | ||||
2016 | 2,540 | ||||
2017 | 2,581 | ||||
2018 | 2,656 | ||||
Thereafter | 7,684 | ||||
Total minimum lease payments | $ | 22,415 | |||
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. On December 23, 2013, the Court entered an order preliminarily approving the settlement. A final settlement approval hearing is scheduled for March 7, 2014. | |||||
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 December 31, 2013 and 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 December 31, 2013 and December 31, 2012 |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
Stockholders' Equity | ' | ||||||||
9. Stockholders’ Equity | |||||||||
Shares repurchases | |||||||||
In December 2013, we used $30.0 million of the net proceeds received from the issuance of the 2020 Notes to repurchase 1,085,383 shares of our common stock from purchasers of the 2020 Notes in privately negotiated transactions effected through J.P. Morgan Securities LLC or its affiliate as our agent. The purchase price per share of the common stock repurchased in this transactions was equal the closing price per share of our common stock on December 11, 2013, which was $27.64. We also repurchased nominal other amounts of shares of our common stock in the open market at their effective market prices at the time of purchase. All shares repurchases were accounted for at cost. | |||||||||
Reverse Stock Split | |||||||||
In September 2012, our board of directors and stockholders approved an amendment to our amended and restated certificate of incorporation as in effect prior to the completion of the IPO. The amendment provided for, among other things, a 1-for-3 reverse stock split of our outstanding common stock and outstanding convertible preferred stock (collectively, “capital stock”), which became effective on September 6, 2012. Accordingly, (i) every three shares of capital stock were combined into one share of capital stock, (ii) the number of shares of capital stock into which each outstanding option or warrant to purchase capital stock is exercisable, as the case may be, were proportionately decreased on a 1-for-3 basis, and (iii) the exercise price for each such outstanding option or warrant to purchase capital stock was proportionately increased on a 1-for-3 basis. All of the share numbers, share prices, and exercise prices have been adjusted within these financial statements, on a retroactive basis, to reflect this 1-for-3 reverse stock split | |||||||||
Common Stock | |||||||||
As of December 31, 2013 and December 31, 2012, we had reserved shares of common stock for issuance as follows: | |||||||||
As of December 31, | As of December 31, | ||||||||
2013 | 2012 | ||||||||
Stock options and awards issued and outstanding | 6,452,832 | 3,608,326 | |||||||
Stock options and awards available for grant under 2012 Plan | 1,976,815 | 2,127,279 | |||||||
Stock options and awards available for grant under the 2004 Plan | 82,784 | — | |||||||
Common stock warrants | — | 56,054 | |||||||
Total | 8,512,431 | 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. | |||||||||
Preferred Stock | |||||||||
Under our amended and restated certificate of incorporation registered in September 2012, we were authorized to issue 20,000,000 shares of preferred stock at $0.00001 par value per share. The preferred stock may be issued from time to time in one or more series pursuant to a resolution or resolutions duly adopted by the board of directors. Our board of directors is authorized to determine by resolution the relevant powers of each issue of the preferred stock, such as designations, preferences, participation, dividend rights, divided rates, conversion rights, voting rights, etc. As of December 31, 2013 and December 31, 2012 no shares of preferred stock were issued or outstanding. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 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, 2014 and 2013 the shares available for grant under the 2012 Plan were automatically increased by 1,463,303 and 1,102,112 shares, respectively. 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 were 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 2,059,599 and 2,127,279 as of December 31, 2013 and December 31, 2012, respectively. | |||||||||||||||||
Stock Option Activity | |||||||||||||||||
Stock option activity for the year ended December 31, 2013 under the 2005 Plan, 2012 Plan, 1999 Plan and 2004 Plan (for the period from August 21, 2013 through December 31, 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 | 652,711 | 32.27 | |||||||||||||||
Canceled | (293,814 | ) | 13.41 | ||||||||||||||
Exercised | (1,484,251 | ) | 4.74 | ||||||||||||||
Balance—December 31, 2013 | 3,088,449 | $ | 13.9 | 7.42 | $ | 68,131 | |||||||||||
Options exercisable—December 31, 2013 | 1,497,372 | $ | 9.23 | 6.3 | $ | 39,927 | |||||||||||
Options vested and expected to vest—December 31, 2013 | 3,007,257 | $ | 10.79 | 7.38 | $ | 67,010 | |||||||||||
The options exercisable as of December 31, 2013 included options that were exercisable prior to vesting. The weighted average grant date fair value of options granted during the year ended December 31, 2013, 2012, and 2011 was $15.24, $6.77, and $2.28, 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 $45.9 million, $5.3 million, and $902,000 for the year ended December 31, 2013, 2012, and 2011, respectively. The total estimated grant date fair value of employee options vested during the year ended December 31, 2013 and 2012 was $6.4 million and $4.6 million, respectively. As of December 31, 2013 total unrecognized compensation cost related to non-vested stock options granted to employees was $16.0 million, net of estimated forfeitures of $1.5 million. These costs will be amortized on a straight-line basis over a weighted average vesting period of 2.38 years. | |||||||||||||||||
Restricted Stock Units Activity | |||||||||||||||||
Restricted stock units activity for the year ended December 31, 2013 under the 2005 Plan, 2012 Plan, 1999 Plan and 2004 Plan (for the period from August 21, 2013 through December 31, 2013) was as follows: | |||||||||||||||||
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 | 42.9 | |||||||||||||||
Granted | 1,748,081 | 34.67 | |||||||||||||||
Canceled | (98,920 | ) | 28.97 | ||||||||||||||
Released | (151,164 | ) | 33.94 | ||||||||||||||
Unvested—December 31, 2013 | 1,660,589 | $ | 35.28 | 1.94 | $ | 58,569 | |||||||||||
Restricted stock units expected to vest—December 31, 2013 | 1,509,246 | $ | 35.15 | 2.23 | $ | 53,231 | |||||||||||
As of December 31, 2013, total unrecognized compensation cost related to the unvested RSUs granted to employees was $46.5 million, net of estimated forfeitures of $3.4 million, respectively. This cost will be amortized on a straight-line basis over a weighted average vesting period of 3.02 years. | |||||||||||||||||
In the year ended December 31, 2013 we granted 2,105,000 stock unit awards in connection 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—December 31, 2013 | 1,576,250 | $ | 22.84 | 3 | $ | 55,594 | |||||||||||
Restricted stock units expected to vest—December 31, 2013 | 1,408,793 | $ | 22.45 | 3 | $ | 49,688 | |||||||||||
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 year ended December 31, 2013 was $4.4 million. | |||||||||||||||||
As of December 31, 2013, total unrecognized compensation cost related to the unvested PSUs granted to employees was $27.2 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 years. | |||||||||||||||||
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 $618,000 and $0 of expense for the year ended December 31, 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 Outstanding | 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 | (32,169 | ) | 9.9 | ||||||||||||||
Balance—December 31, 2013 | 127,544 | $ | 11.83 | 3.08 | $ | 2.99 | |||||||||||
Exercisable—December 31, 2013 | 26,788 | $ | 11.01 | 3.01 | $ | 2,990 | |||||||||||
Vested and expected to vest—December 31, 2013 | 117,419 | $ | 11.76 | 3.08 | $ | 2,760 | |||||||||||
No stock appreciation rights were granted in the year ended December 31, 2013. | |||||||||||||||||
The aggregate intrinsic value of stock appreciation rights exercised during the year ended December 31, 2013 was $908,000. The total estimated grant date fair value of employee stock appreciation rights vested during the year ended December 31, 2013 was $28.89. As of December 31, 2013 total unrecognized compensation cost related to non-vested stock options granted to employees was $2.7 million, net of estimated forfeitures of $713,000. These costs will be amortized on a straight-line basis over a weighted average vesting period of 1.97 years. | |||||||||||||||||
Determining Fair Value of Stock Based Awards | |||||||||||||||||
The fair value of each grant of stock option and stock appreciation right awards is determined by us using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. | |||||||||||||||||
Valuation Method—We estimate the fair value of our stock option and stock appreciation right awards using the Black-Scholes option-pricing model. | |||||||||||||||||
Expected Term—The expected term represents the period that the stock option awards are expected to be outstanding. We estimate the expected term for our awards grants based on a study of publicly traded industry peer companies and the historical data on our employee exercises and post-vesting employment termination behavior taking into account the contractual life of the award. | |||||||||||||||||
Expected Volatility—The expected volatility is derived from the historical stock volatilities of several comparable publicly listed peers over a period approximately equal to the expected term of the awards because we have limited information on the volatility of our common stock since we do not have significant trading history. When making the selections of the comparable industry peers to be used in the volatility calculation, we considered the size, operational and economic similarities to [our] principle business operations. | |||||||||||||||||
Fair Value of Common Stock—Prior to our IPO, the fair value of the common stock underlying the stock option awards was determined by our board of directors. Because there had been no public market for our stock, the board of directors had determined the fair value of the common stock at the time of the option grant by considering a number of objective and subjective factors including contemporaneous valuations performed by unrelated third party specialists, valuations of comparable companies, operating and financial performance, lack of liquidity of capital stock and general and industry-specific economic outlook, amongst other factors. After our IPO we have been using the listed stock price on the date of grant as its fair value. | |||||||||||||||||
Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term of the options. | |||||||||||||||||
Expected Dividends—The expected dividend has been zero as we have never paid dividends and have no expectations to do so. | |||||||||||||||||
Forfeiture Rate—We estimate our forfeiture rates based on an analysis of our actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior, and other factors. The impact from a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual number of future forfeitures differs from that estimated, we may be required to record adjustments to stock-based compensation expense in future periods. | |||||||||||||||||
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: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Expected term (in years) | 5.5 | 5.5 | 5.5 | ||||||||||||||
Expected volatility | 52 | % | 53 | % | 55 | % | |||||||||||
Risk-free interest rate | 1.2 | % | 0.9 | % | 1.9 | % | |||||||||||
Dividend rate | 0 | % | 0 | % | 0 | % | |||||||||||
The fair value of restricted stock units equals the market value of the underlying stock on the date of grant. | |||||||||||||||||
The fair value of performance based awards 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 | 52.6 | % | 52.6 | % | |||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Cost of equity | 12.6 | % | 12.3 | % | |||||||||||||
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: | |||||||||||||||||
Year Ended | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | |||||||||||||||||
Estimated term (in years) | 1.63 | ||||||||||||||||
Risk-free interest rate | 0.32 | % | |||||||||||||||
Expected volatility | 36 | % | |||||||||||||||
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. | |||||||||||||||||
Options granted to non-employees | |||||||||||||||||
During the years ended December 31, 2013, 2012, and 2011 we granted zero, zero, and 16,216 stock options to non-employees. Through June 30, 2012, no stock-based compensation expense was recognized related to the options granted during the year ended December 31, 2011 as these non-employee options have performance conditions that we determined are not probable as of June 30, 2012. Such options were subject to remeasurement using the Black-Scholes option-pricing model as the options vested. In the second half of the year ended December 31, 2012, a total of $58,000 of stock-based compensation expense was recognized related to these options. No expense was recognized in the year ended December 31, 2013. | |||||||||||||||||
Compensation Paid in Stock | |||||||||||||||||
We recorded compensation expense for the stock-based awards granted to employees and other compensation paid in stock as follows (in thousands): | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Stock-based compensation: | |||||||||||||||||
Cost of revenue | $ | 644 | $ | 32 | $ | 11 | |||||||||||
Technology and development | 5,659 | 930 | 482 | ||||||||||||||
Sales and marketing | 4,880 | 398 | 183 | ||||||||||||||
General and administrative | 9,266 | 1,210 | 808 | ||||||||||||||
Total stock-based compensation expense | 20,449 | 2,570 | 1,484 | ||||||||||||||
Other compensation paid in stock: | |||||||||||||||||
Cost of revenue | 74 | — | — | ||||||||||||||
Technology and development | 706 | — | — | ||||||||||||||
Sales and marketing | 783 | — | — | ||||||||||||||
General and administrative | 961 | — | — | ||||||||||||||
Total compensation paid in stock | $ | 22,973 | $ | 2,570 | $ | 1,484 | |||||||||||
We capitalized stock-based compensation of $685,000, $66,000, and $22,000 as product development costs during the years ended December 31, 2013, 2012, and 2011, respectively. |
Warrants
Warrants | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Warrants | ' | ||||||||
11. Warrants | |||||||||
Convertible Preferred Stock Warrants | |||||||||
In September 2011, we entered into a $20.0 million Credit Facility discussed further in Note 7. In connection with the Credit Facility, we issued a warrant to purchase up to 120,961 shares of Series D with an exercise price of $8.4738 per share. As of December 31, 2011, only 56,054 shares were exercisable. The exercisability of the warrant would be triggered upon specified drawdowns under the Credit Facility. As of December 31, 2012 and 2011, we had drawdowns of $10.0 million from the total $20.0 million underlying the Credit Facility. If we withdrew the remaining $10.0 million, the remaining 64,907 shares would become exercisable under the warrant. As of December 31, 2012, our ability to withdraw the remaining $10.0 million expired. At the time of issuance, the aggregate fair value of the warrant in the amount of $281,000 was determined using a Monte Carlo model incorporating two scenarios, one with a future equity financing and one without. The model also used the following assumptions: expected term of 1.2 years, risk-free interest rate of 0.2%, expected volatility of 55.0% and expected dividend yield of 0%. The fair value of the warrant was recorded as a warrant liability upon issuance. As a result of our first public filing of its Form S-1 in August 2012 and in connection with the termination of the anti-dilution provisions contained in the warrant, the warrant liability was remeasured to fair value and the remaining value reclassified to additional paid-in-capital. Upon completion of our IPO in September 2012 and the related conversion of the convertible preferred stock to common stock, this warrant to purchase convertible preferred stock became a warrant to purchase common stock and the expiration date was set at September 19, 2017, which was five years from the effectiveness of our IPO. | |||||||||
During the years ended December 31, 2012 and 2011, we recognized a charge to earnings of $369,000 and $16,000, respectively, from remeasurement of the fair value of the warrant, which was recorded through the statements of operations. | |||||||||
We determined the fair value of the outstanding convertible preferred stock warrant as of August 17, 2012, the date the anti-dilution provision was no longer applicable, and December 31, 2011 with the following assumptions: | |||||||||
As of | As of | ||||||||
August 17, | December 31, | ||||||||
2012 | 2011 | ||||||||
Estimated term (in years) | 5.9 | 1 | |||||||
Risk-free interest rate | 1 | % | 0.1 | % | |||||
Expected volatility | 53 | % | 55 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
The above assumptions were determined as follows: | |||||||||
Term—The term represents a weighted average of the remaining term under probable scenarios used to determine the fair value of the underlying stock. A weighted average term was determined to be more appropriate than the contractual term due to potential adjustments to the related expiration date for the warrant under multiple scenarios; | |||||||||
Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal the term of the warrant; | |||||||||
Expected volatility—The expected volatility is derived from historical volatilities of several unrelated publicly listed peer companies over a period approximately equal to the term of the warrant because we have limited information on the volatility of the preferred stock since we do not have significant trading history. When making the selections of industry peer companies to be used in the volatility calculation, we considered the size, operational and economic similarities to our principle business operations; and | |||||||||
Expected dividend yield—The expected dividend yield is assumed to be zero as we have never paid dividends and have no current plans to do so. | |||||||||
Common Stock Warrants | |||||||||
In September 2011, in conjunction with services provided by a third party consultant, we issued a warrant to purchase 44,646 shares of common stock with an exercise price of $4.29 per share and expiration date of February 14, 2016. The fair value of the warrant in the amount of $93,000 was recorded as additional paid-in capital upon issuance and was not subject to remeasurement at each reporting period. The fair value of the warrant was calculated using the Black-Scholes option-pricing model with the following assumptions: contractual term of 4.5 years, risk-free interest rate of 0.7%, expected volatility of 55.0% and expected dividend yield of 0%. In connection with the IPO in September 2012, the warrant was exercised using the cashless exercise provision which amounted to the net issuance of 33,380 shares of common stock. As of December 31, 2012, this warrant was no longer outstanding. |
Net_Loss_per_Share_Attributabl
Net Loss per Share Attributable to Common Stockholders | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Net Loss per Share Attributable to Common Stockholders | ' | ||||||||||||
12. Net Loss per Share Attributable to Common Stockholders | |||||||||||||
The following table sets for the computation of our basic and diluted net loss per share attributable to common stockholders during the years ended December 31, 2013, 2012, and 2011 (in thousands, except share and per share data): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Net loss attributable to common stockholders | $ | (17,759 | ) | $ | (10,921 | ) | $ | (6,155 | ) | ||||
Shares used in computing net loss per share attributable to common stockholders, basic and diluted | 33,129,572 | 12,538,769 | 6,657,045 | ||||||||||
Net loss per share attributable to common stockholders, basic and diluted | $ | (0.54 | ) | $ | (0.87 | ) | $ | (0.92 | ) | ||||
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: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Convertible preferred stock | — | — | 14,161,444 | ||||||||||
Stock options to purchase common stock | 3,088,449 | 3,570,566 | 3,334,530 | ||||||||||
Restricted stock units | 3,236,839 | 37,760 | — | ||||||||||
Stock appreciation rights | 127,544 | — | — | ||||||||||
Heldback shares in connection with Movity acquisition | 30,524 | 30,524 | 125,461 | ||||||||||
Preferred stock warrants | — | — | 56,054 | ||||||||||
Common stock warrants | — | 56,054 | 44,646 | ||||||||||
Convertible senior notes | 6,400,969 | — | — |
SelfInsurance
Self-Insurance | 12 Months Ended |
Dec. 31, 2013 | |
Text Block [Abstract] | ' |
Self-Insurance | ' |
13. 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 $225,000 and $0 at December 31, 2013 and 2012, respectively. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
14. Income Taxes | |||||||||
We account for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statement 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, we recorded a tax benefit of $7.9 million as a discrete item in the third quarter. This tax benefit is a result of the partial release of our existing valuation allowance in conjunction with the acquisition since the acquired deferred tax liabilities from Market Leader will provide a source of income for us to realize a portion of its deferred tax assets, for which a valuation allowance is no longer needed. | |||||||||
The components of the provision for income taxes for the years ended December 31, 2013 and 2012 are as follows (in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Current: | |||||||||
Federal | $ | — | $ | — | |||||
State | 412 | 67 | |||||||
Deferred: | |||||||||
Federal | (5,123 | ) | — | ||||||
State | (2,800 | ) | — | ||||||
TOTAL | $ | (7,511 | ) | $ | 67 | ||||
A reconciliation of the statutory federal income tax rate of 34% to the actual tax rate for the years ended December 31 is as follows (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Tax at federal statutory rate | $ | (8,592 | ) | $ | (3,684 | ) | |||
Permanent items | 128 | 499 | |||||||
State taxes | (499 | ) | (609 | ) | |||||
Net operating loss not benefitted | 8,004 | 3,527 | |||||||
Acquisition related costs | 1,072 | — | |||||||
Valuation allowance release | (7,923 | ) | — | ||||||
Stock-based compensation | 299 | 334 | |||||||
Income tax expense | $ | (7,511 | ) | 67 | |||||
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes, and the amount used for income tax purposes. Our deferred tax assets and liabilities are detailed below (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Assets: | |||||||||
Net operating loss carryforwards | $ | 40,828 | $ | 16,275 | |||||
Tax credit carryforwards | 5,210 | — | |||||||
Accruals and reserves | 5,082 | 867 | |||||||
Stock-based compensation | 9,034 | 633 | |||||||
Fixed assets and intangibles | — | 36 | |||||||
Other | 27 | 1 | |||||||
Gross deferred tax assets | 60,181 | 17,812 | |||||||
Valuation allowance | (20,995 | ) | (17,342 | ) | |||||
Total deferred tax assets | 39,186 | 470 | |||||||
Liabilities: | |||||||||
Deferred Revenue | $ | (58 | ) | $ | (117 | ) | |||
Prepaid expenses and other | (1,085 | ) | (353 | ) | |||||
Fixed assets and intangibles | (38,043 | ) | — | ||||||
Total deferred tax liabilities | (39,186 | ) | 470 | ||||||
Net deferred tax assets | $ | — | $ | — | |||||
During the year ended December 31, 2013, we completed an analysis of certain research expenditures attributable to the legacy Trulia business to determine whether, and to what extent, federal and state research credits could be claimed and carried forward from inception through 2013. As a result of that analysis, we claimed research and development credits of approximately $2.5 million and $2.2 million, for federal and state purposes, respectively. These credits have been presented as an increase to deferred tax assets in the table above for the year ended December 31, 2013 but have also resulted in a corresponding increase to our valuation allowance. The claim therefore had no net impact to income tax expense. In addition, we had approximately $1.1 million of state enterprise zone credits carryforwards. The federal credits will begin to expire in 2025 and the state credits can be carried forward indefinitely. | |||||||||
We have evaluated the available positive and negative evidence surrounding our ability to realize our deferred tax assets. In our evaluation, we determined that our recent and cumulative history of pre-tax book losses, as well as our expectation of pre-tax losses in the near future, presents overwhelming negative evidence of our ability to realize our deferred tax assets in excess of our deferred tax liabilities. Accordingly, we have established a full valuation allowance against our net deferred tax assets. Our valuation allowance was approximately $17.3 million at December 31, 2012 and was increased by approximately $3.7 million to approximately $21.0 million at December 31, 2013. | |||||||||
At December 31, 2013, we had approximately $147.8 million of federal net operating loss and $85.9 million of state net operating loss carryforwards available to reduce future taxable income, which will begin to expire in 2025 and 2015, respectively. Included in the above net operating loss carryforwards are $35.9 million and $25.1 million of federal and state net operating loss carryforwards, respectively, associated with a windfall tax benefit that will be recorded as additional paid in capital when realized. | |||||||||
Utilization of the net operating loss and tax credit carryforwards are subject to annual use limitations due to certain ownership change rules provided by the Internal Revenue Code of 1986, as amended and similar state provisions. However, we do not anticipate these limitations will significantly impact our ability to utilize our net operating losses and tax credit carryforwards. | |||||||||
A reconciliation of our unrecognized tax benefits, excluding accrued interest and penalties, for 2013 and 2012 is as follows (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Balance at the beginning of the year | $ | 20 | $ | 475 | |||||
Decreases related to prior year tax positions | — | (475 | ) | ||||||
Expiration of statute of limitations | — | — | |||||||
Current year increases | 2,316 | 20 | |||||||
Balance at the end of the year | 2,336 | 20 | |||||||
We recognize interest and/or penalties related to income tax matters as a component of income tax expense. As of December 31, 2013 there were no accrued interest and penalties related to uncertain tax positions. We do not have any tax positions that are expected to significantly increase or decrease within the next 12 months. | |||||||||
We file income tax returns in the U.S. federal and various state jurisdictions. Our tax years for 2010 and forward are subject to examination by the U.S. tax authorities, our tax years for 2009 and forward are subject to examination by various state tax authorities. However, due to the fact we had net operating losses and credits carried forward in most jurisdictions, certain items attributable to technically closed years are still subject to adjustment by the relevant taxing authority through an adjustment to tax attributes carried forward to open years. In addition, to the extent we are deemed to have a sufficient connection to a particular taxing jurisdiction to enable that jurisdiction to tax us but we have not filed an income tax return in that jurisdiction for the year(s) at issue, the jurisdiction would typically be able to assert a tax liability for such years without limitation on the number of years it may examine. |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2013 | |
Postemployment Benefits [Abstract] | ' |
Employee Benefit Plan | ' |
15. 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 for the years ended December 31, 2013 and 2012 was $1.1 million and $685,000, respectively. The Market Leader 401(k) Plan allows for discretionary employer contributions, but no such contributions have been made. |
Valuation_and_Qualifying_Accou
Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Valuation And Qualifying Accounts [Abstract] | ' | ||||||||||||
Valuation and Qualifying Accounts | ' | ||||||||||||
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||
Year Ended | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
(In thousands) | |||||||||||||
Allowance for Doubtful Accounts: | |||||||||||||
Beginning balance | $ | 142 | $ | 80 | $ | 104 | |||||||
Charged to costs and expenses | 351 | 95 | 176 | ||||||||||
Reductions and write-offs | (82 | ) | (33 | ) | (200 | ) | |||||||
Ending balance | $ | 411 | $ | 142 | $ | 80 | |||||||
All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Fair Value Disclosures [Abstract] | ' | ||||
Basis of Presentation | ' | ||||
Basis of Presentation | |||||
Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | |||||
Principles of Consolidation | ' | ||||
Principles of Consolidation | |||||
The consolidated financial statements include the operations of Trulia and our wholly owned subsidiary Market Leader, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||
Use of Estimates | ' | ||||
Use of Estimates | |||||
The preparation of the accompanying consolidated 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. | |||||
Reclassification | ' | ||||
Reclassification | |||||
Certain amounts in the balance sheet and accompanying footnotes for the year ended December 31, 2012 have been reclassified to be consistent with the current year presentation. Net intangible assets of $445,000 as of December 31, 2012 have been reclassified out of other assets into an intangible assets line item in the balance sheet. Additionally, $226,000 of accrued liabilities related to purchases of property and equipment in Note 4 have been reclassified separately to conform with the current year presentation. These reclassifications have no impact on our financial condition, results of operations, or cash flows. | |||||
Concentrations of Credit Risk and Credit Evaluations | ' | ||||
Concentrations of Credit Risk and Credit Evaluations | |||||
Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, and trade accounts receivable. We deposit our cash and cash equivalents with major financial institutions that management believes are of high credit quality; however, at times, balances exceed federally insured limits. | |||||
Our accounts receivable are derived from customers in the United States of America and Canada. We do not require our customers to provide collateral to support accounts receivable. We perform ongoing credit evaluations of our customers’ financial condition and maintain allowances for estimated credit losses. Actual credit losses may differ from our estimates. No customer represented 10% or more of total revenue during the years ended December 31, 2013, 2012, and 2011. One customer accounted for 13.0% and 10.4% of our gross accounts receivable as of December 31, 2013 and 2012, respectively. | |||||
Revenue Recognition | ' | ||||
Revenue Recognition | |||||
Our revenue is comprised of Marketplace revenue and Media revenue. | |||||
Marketplace Revenue. Marketplace revenue primarily consists of products and services sold to real estate professionals, including agents, brokers, agents of property managers, and mortgage lenders on a fixed fee subscription, Cost Per Click (“CPC”), or Cost Per Lead (“CPL”) basis. We currently sell three sets of products to real estate professionals on a subscription basis. The first set of products, which includes Trulia Local Ads and Trulia Mobile Ads, enables real estate professionals to promote themselves on our search results pages and property details pages for a local market area. Real estate professionals purchase subscriptions to these products based upon their specified market share for a city or zip code, at a fixed monthly price, for periods ranging from one month to one year, with pricing depending on demand, location, and the percentage of market share purchased. Our second set of products allows real estate professionals to receive prominent placement of their listings in our search results. Real estate professionals sign up for new subscriptions to this product at a fixed monthly price for periods that generally range from 1 month to 24 months. Our third set of products is our comprehensive premium software-as-a-service based marketing products typically sold to real estate professionals as a bundle of products under a fixed fee subscription. We also sell a base version of these products to strategic franchise networks for specified contractual amounts over a number of years and partner with them to drive adoption of our premium solution across their network. Our software-as-a-service based marketing products were obtained as part of our acquisition of Market Leader in August 2013. | |||||
Media Revenue. Media revenue primarily consists of display advertising sold on a Cost per Thousand (“CPM”), CPC, and CPL basis to advertisers promoting their brand on trulia.com, our mobile website, m.trulia.com and our partners websites (cumulatively “Trulia Websites”). Impressions are the number of times an advertisement is loaded on a web page and clicks are the number of times users click on an advertisement. Revenue is recognized in the periods the clicks or impressions are delivered. Pricing is primarily based on advertisement size and position on the Trulia Websites and fees are generally billed monthly. As our mobile web pages and mobile applications offer less space on which to display advertising, a shift in user traffic from our websites to mobile products could decrease our advertising inventory and negatively affect our Media revenue. We do not believe that we have experienced a shift in user traffic from our websites to our mobile applications, as our monthly unique visitors and mobile monthly unique visitors each continued to grow at a rapid pace. | |||||
Multiple-Element Arrangements | ' | ||||
Multiple-Element Arrangements | |||||
We enter into arrangements with customers that include combinations of CPC media placements, CPM media placements, and subscription products. | |||||
For the year ended December 31, 2010, because we have not yet established the fair value for each element, advertising revenue was recognized ratably over the contract term. | |||||
Beginning on January 1, 2011, we adopted new authoritative guidance on multiple-element arrangements, using the prospective method for all arrangements entered into or materially modified from the date of adoption. Under this new guidance, we allocate arrangement consideration in multiple-element revenue arrangements at the inception of an arrangement to all deliverables or those packages in which all components of the package are delivered at the same time, based on the relative selling price method in accordance with the selling price hierarchy, which includes: (i) vendor-specific objective evidence (“VSOE”) if available; (ii) third-party evidence (“TPE”) if VSOE is not available; and (iii) best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. | |||||
VSOE- We determine VSOE based on our historical pricing and discounting practices for the specific product when sold separately. In determining VSOE, we require that a substantial majority of the standalone selling prices for these products fall within a reasonably narrow pricing range. For certain subscription products, we have been able to establish VSOE. | |||||
TPE- When VSOE cannot be established for deliverables in multiple-element arrangements, we apply judgment with respect to whether it can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, our go-to-market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that the comparable pricing of the products cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor selling prices are on a standalone basis. As a result, we have not been able to establish selling price based on TPE. | |||||
BESP- When we are unable to establish selling price using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the service was sold regularly on a standalone basis. As we have not been able to establish VSOE or TPE for CPM media placements, CPC media placements, and certain subscription products, we determine BESP for these deliverables based on the following: | |||||
• | The list price represents a component of the go-to-market strategy established by senior management. Our list prices are based on the features of the products offered. These features, which consist of the size and placement of the advertisements on our website, impact the list prices which vary depending on the specifications of the features. In addition, the list prices are impacted by market conditions, including the conditions of the real estate market and economy in general, and our competitive landscape; and | ||||
• | Analysis of our selling prices for these deliverables. | ||||
We limit the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. We regularly review BESP. Changes in assumptions or judgments or changes to the elements in the arrangement could cause a material increase or decrease in the amount of revenue that we report in a particular period. | |||||
We recognize the relative fair value of the products as they are delivered assuming all other revenue recognition criteria are met. | |||||
Cost of Revenue | ' | ||||
Cost of Revenue | |||||
Cost of revenue consists primarily of expenses related to operating our websites and mobile applications, including those associated with the operation of our data centers and customer websites, hosting fees, customer service related headcount expenses including salaries, bonuses, benefits and stock-based compensation expense, cost to generate leads for customers, licensed content, multiple listing services fees, revenue sharing costs, credit card processing fees, third-party contractor fees, and allocated overhead. | |||||
Technology and Development | ' | ||||
Technology and Development | |||||
Costs to research and develop our products are expensed as incurred. These costs consist primarily of technology and development headcount related expenses including salaries, bonuses, benefits and stock-based compensation expense, third party contractor fees and allocated overhead primarily associated with developing new technologies. Technology and development also includes amortization of capitalized costs (“product development costs”) associated with the development of our marketplace. | |||||
Product Development Costs | ' | ||||
Product Development Costs | |||||
Product development costs include costs related to the development of our marketplace which is inclusive of costs related to the development of our delivery points, the website and mobile applications. Product development costs are accounted for as follows: all costs incurred in the preliminary project and post-implementation stages are expensed as incurred while certain costs incurred in the application development stage of a new product or projects to provide significant additional functionality to existing products are capitalized if certain criteria are met. Maintenance and enhancement costs are typically expensed as incurred. We capitalized costs associated with product development of $8.2 million, $2.5 million and $1.3 million during the years ended December 31, 2013, 2012, and 2011, respectively, and recorded related amortization expenses of $2.7 million, $1.1 million and $708,000 during the years ended December 31, 2013, 2012, and 2011, respectively. The net book value of capitalized product development costs was $7.5 million and $2.0 million as of December 31, 2013 and 2012, respectively. Such costs are amortized on a straight-line basis over the estimated useful lives of the related assets, which have been estimated to be two years. Amortization expense is included in technology and development in the statements of operations. | |||||
Advertising Expense | ' | ||||
Advertising Expense | |||||
Advertising costs are expensed when incurred and are included in sales and marketing expenses in the accompanying consolidated statements of operations. Our advertising expenses were $7.7 million, $2.6 million and $459,000 during the years ended December 31, 2013, 2012, and 2011, respectively. | |||||
Stock-Based Compensation | ' | ||||
Stock-Based Compensation | |||||
We recognize compensation costs related to stock options and restricted stock units granted to employees based on the estimated fair value of the awards on the date of grant, net of estimated forfeitures. We estimates the grant date fair value of option grants, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The grant date fair value of the stock-based awards is recognized on a straight-line basis over the requisite service period, which is the vesting period of the respective awards. | |||||
We account for stock options issued to nonemployees based on the fair value of the awards determined using the Black-Scholes option-pricing model. The fair value of stock options granted to nonemployees are remeasured as the stock options vest, and the resulting change in value, if any, is recognized in the statement of operations during the period the related services are rendered. | |||||
Income Taxes | ' | ||||
Income Taxes | |||||
We account for income taxes in accordance with the asset and liability method. Under this method, deferred tax assets and liabilities are measured based on differences between the financial reporting and the tax bases of assets and liabilities using enacted tax rates that are expected to be in effect when the differences are expected to reverse. A valuation allowance is established to reduce net deferred tax assets to amounts that are more likely than not to be realized. | |||||
We account for uncertainty in tax positions recognized in the financial statements by recognizing a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized. | |||||
Our policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. | |||||
Comprehensive Loss | ' | ||||
Comprehensive Loss | |||||
During the years ended December 31, 2013, 2012, and 2011, we did not have any other comprehensive income and, therefore, the net loss and comprehensive loss were the same for all periods presented. | |||||
Net Loss per Share Attributable to Common Stockholders | ' | ||||
Net Loss per Share Attributable to Common Stockholders | |||||
We calculate the basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. Immediately prior to the completion of our IPO in September 2012, all shares of outstanding preferred stock automatically converted into 14,161,444 shares of common stock. In addition, our outstanding preferred stock warrants converted into 56,054 common stock warrants. Under the two-class method, in periods when we have net income, net income attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income less current period convertible preferred stock non-cumulative dividends, between common stock and the convertible preferred stock. In computing diluted net income attributable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. Our basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock, and common stock warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. | |||||
Cash and Cash Equivalents | ' | ||||
Cash and Cash Equivalents | |||||
Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less at the time of acquisition. As of December 31, 2013 and 2012, cash equivalents consisted of money market funds. All credit card and debit card transactions that process as of the last day of the fiscal year and settle within a few days in the subsequent period are also classified as cash and cash equivalents. The amounts due from third party merchant processors for these transactions classified as cash totaled $349,000 and $135,000 as of December 31, 2013 and 2012, respectively. | |||||
Accounts Receivable and Allowance for Doubtful Accounts | ' | ||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||
We perform ongoing credit evaluations of our customers. Accounts receivable are recorded at invoiced amounts, net of our estimated allowances for doubtful accounts. The allowance for doubtful accounts is estimated based on an assessment of our ability to collect on customer accounts receivable. We regularly reviews the allowance by considering certain factors such as historical experience, industry data, credit quality, age of accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. In cases where we are aware of circumstances that may impair a specific customer’s ability to meet their financial obligations, we record a specific allowance against amounts due from the customer and thereby reduce the net recognized receivable to the amount we reasonably believe will be collected. We write-off accounts receivable against the allowance when we determine the balance is uncollectible and no longer actively pursue collection of the receivable. We recorded a provision for uncollectible accounts receivable of $351,000, $95,000 and $176,000 during the years ended December 31, 2013, 2012, and 2011, respectively. | |||||
Restricted Cash | ' | ||||
Restricted Cash | |||||
Restricted cash consists of certificates of deposit held as collateral at a financial institution related to a property lease in our name, and to insure the corporate credit card spending. These certificates of deposit have contractual maturities of 12 months or less. The balance of the restricted cash was $1.6 million and $385,000 as of December 31, 2013 and 2012, respectively. | |||||
Property and Equipment | ' | ||||
Property and Equipment | |||||
Property and equipment are initially recorded at cost and depreciated using a straight-line method over the estimated useful lives of the assets. Maintenance and repair costs are charged to expense as incurred. The useful lives of our property and equipment are as follows: | |||||
Computer equipment | 2 to 3 years | ||||
Office equipment, furniture and fixtures | 3 to 5 years | ||||
Capitalized product development costs | 2 to 3 years | ||||
Network equipment | 5 years | ||||
Leasehold improvements | Shorter of the lease term or estimated useful life | ||||
Depreciation expense of assets acquired through capital leases is included in depreciation and amortization expense in the statements of operations. | |||||
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. | |||||
Goodwill | ' | ||||
Goodwill | |||||
Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible assets acquired. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We have determined that we operate as one reporting unit and have selected December 1 as the date to perform our annual impairment test. In the valuation of our goodwill, we must make assumptions regarding estimated future cash flows to be derived from our business. If these estimates or their related assumptions change in the future, we may be required to record impairment for these assets. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value exceeds its fair value, then we would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss would be calculated by comparing the implied fair value of the entity to its net book value. In calculating the implied fair value of our goodwill, the fair value of the entity would be allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the entity over the amount assigned to the other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. We were not required to perform the second step of the goodwill impairment test during the years ended December 31, 2013 or 2012. There was no impairment of goodwill recorded for the years ended December 31, 2013 or 2012. | |||||
Impairment of Long-Lived Assets | ' | ||||
Impairment of Long-Lived Assets | |||||
Long-lived 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. To date, we believe that no such impairment has occurred. | |||||
Deferred Revenue | ' | ||||
Deferred Revenue | |||||
Deferred revenue consists of prepaid but unrecognized subscription revenue, advertising fees received or billed in advance of delivery and for amounts received in instances when revenue recognition criteria have not been met. Deferred revenue is recognized when all revenue recognition criteria have been met. | |||||
Preferred Stock Warrant Liability | ' | ||||
Preferred Stock Warrant Liability | |||||
Our warrants to purchase convertible preferred stock were classified as liabilities and recorded in other current liabilities within the accompanying balance sheets at fair value upon issuance because these warrants contained certain anti-dilution provisions which required us to lower the exercise price of the warrants upon any future down-round financings. Therefore, the warrants were subject to remeasurement to fair value at each balance sheet date, and any change in fair value was recognized in the statements of operations. At the time of issuance, the aggregate fair value of these warrants were determined using a Monte Carlo model. We adjusted the liability quarterly for changes in fair value using a Monte Carlo model until the completion of the IPO in September 2012. Upon conversion of the underlying preferred stock, the related warrant liability was remeasured to fair value and the remaining liability was reclassified to additional paid-in capital. | |||||
Segment Information | ' | ||||
Segment Information | |||||
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. | |||||
Recently Issued Accounting Pronouncements | ' | ||||
Recently Issued Accounting Pronouncements | |||||
Under the Jumpstart Our Business Startups Act, or JOBS Act, we meet the definition of an “emerging growth company.” We have irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. | |||||
In July 2013, the Financial Accounting Standards Board (“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 adopted this guidance on January 1, 2014. Adoption of this guidance has no impact on our financial position, results of operations and cash flows in the current or future periods. | |||||
In February 2013, the FASB issued Accounting Standards Update No. 2013-02, Comprehensive Income, requiring entities to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety from accumulated other comprehensive income to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. This pronouncement is effective for fiscal years beginning after December 15, 2012. We adopted this standard on January 1, 2013. In the years ended December 31, 2013, 2012, and 2011 we did not have any other comprehensive income and, therefore, the net loss and comprehensive loss was the same for all periods presented. | |||||
Fair Value Measurements | ' | ||||
Fair Value Measurements | |||||
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 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. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Schedule of Useful Lives of Property and Equipment | ' | ||||
The useful lives of our property and equipment are as follows: | |||||
Computer equipment | 2 to 3 years | ||||
Office equipment, furniture and fixtures | 3 to 5 years | ||||
Capitalized product development costs | 2 to 3 years | ||||
Network equipment | 5 years | ||||
Leasehold improvements | Shorter of the lease term or estimated useful life | ||||
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) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of Fair Value Measurements on Recurrent Basis | ' | ||||||||||||||||
Fair Value Measurements on a recurrent basis (in thousands): | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Level I | Level II | Level III | Total | ||||||||||||||
Financial Assets: | |||||||||||||||||
Money market funds | $ | 6,683 | $ | — | $ | — | $ | 6,683 | |||||||||
Restricted cash | 1,589 | — | — | 1,589 | |||||||||||||
Total financial assets | $ | 8,272 | $ | — | $ | — | $ | 8,272 | |||||||||
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 the Company’s Level III financial liabilities for the years ended December 31, 2013 and 2012 (in thousands): | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Fair value—beginning of period | $ | — | $ | 297 | |||||||||||||
Issuance of preferred stock warrants | — | — | |||||||||||||||
Change in fair value of Level III financial liabilities | — | 369 | |||||||||||||||
Reclassification of warrant liability to stockholders’ equity | — | (666 | ) | ||||||||||||||
Fair value—end of period | $ | — | $ | — | |||||||||||||
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Property and equipment consisted of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Computer equipment | $ | 7,275 | $ | 6,078 | |||||
Capitalized product development costs | 9,934 | 3,230 | |||||||
Furniture and fixtures | 3,276 | 974 | |||||||
Leasehold improvements | 8,985 | 2,314 | |||||||
Software | 183 | 11 | |||||||
Equipment not yet in service | 3,868 | 614 | |||||||
Total property and equipment, gross | 33,521 | 13,221 | |||||||
Less: accumulated depreciation and amortization | (11,232 | ) | (6,152 | ) | |||||
Total property and equipment, net | $ | 22,289 | $ | 7,069 | |||||
Accrued Liabilities | ' | ||||||||
Accrued liabilities consisted of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Legal and professional fees | $ | 2,253 | $ | 751 | |||||
Marketing and advertising expenses | 1,326 | 304 | |||||||
Interest | 246 | 102 | |||||||
Sales taxes | 2,355 | 446 | |||||||
Payroll taxes | 651 | 234 | |||||||
Acquisition of property and equipment | 3,084 | 226 | |||||||
Other | 1,346 | 853 | |||||||
Total accrued liabilities | $ | 11,261 | $ | 2,916 | |||||
Accrued Compensation and Benefits | ' | ||||||||
Accrued compensation and benefits consisted of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Bonus | $ | 3,645 | $ | 349 | |||||
Payroll and related expenses | 3,191 | 1,978 | |||||||
Commissions | 2,166 | 1,282 | |||||||
Vacation | 1,861 | 891 | |||||||
Total accrued compensation and benefits | $ | 10,863 | $ | 4,500 | |||||
Acquisition_of_Market_Leader_T
Acquisition of Market Leader (Tables) | 12 Months Ended | ||||||||
Dec. 31, 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 Unaudited Pro Forma Condensed Combined Financial Information | ' | ||||||||
The following table presents the unaudited 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 December 31, 2013 were $21.2 million and $9.3 million, respectively. | |||||||||
Years Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Revenue | $ | 178,151 | $ | 113.073 | |||||
Net loss attributable to common shareholders | $ | (33,056 | ) | $ | (49,461 | ) | |||
Net loss per share attributable to common shareholders—basic and diluted net loss attributable to common shareholders | $ | (0.92 | ) | $ | (2.92 | ) |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 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 December 31, 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 December 31, 2013 | $ | 255,904 | |||||||||||
Schedule of Intangible Assets Subject to Amortization | ' | ||||||||||||
The following table presents the detail of intangible assets subject to amortization (in thousands): | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||
Cost | Accumulated | Net | |||||||||||
Amortization | |||||||||||||
Enterprise relationships | $ | 29,000 | $ | (1,052 | ) | $ | 27,948 | ||||||
Premium users | 15,200 | (1,103 | ) | 14,097 | |||||||||
Existing technology | 32,300 | (1,675 | ) | 30,625 | |||||||||
Trade names | 42,900 | (1,557 | ) | 41,343 | |||||||||
Home/MLS data feeds | 3,700 | (134 | ) | 3,566 | |||||||||
Other | 701 | (392 | ) | 309 | |||||||||
Total | $ | 123,801 | $ | 5,913 | $ | 117,888 | |||||||
Year Ended December 31, 2012 | |||||||||||||
Cost | Accumulated | Net | |||||||||||
Amortization | |||||||||||||
Patent | $ | 591 | $ | 146 | $ | 445 | |||||||
Total | $ | 591 | $ | 146 | $ | 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 | |||||||||||||
2014 | $ | 15,525 | |||||||||||
2015 | 15,214 | ||||||||||||
2016 | 15,214 | ||||||||||||
2017 | 15,214 | ||||||||||||
2018 | 14,111 | ||||||||||||
Thereafter | 42,610 | ||||||||||||
Total | $ | 117,888 | |||||||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Schedule of Future Principal Payments on 2020 Notes | ' | ||||
As of December 31, 2013, the future principal payments on the 2020 Notes are as follows (in thousands): | |||||
Year Ending December 31: | Amounts | ||||
2014 | $ | — | |||
2015 | — | ||||
2016 | — | ||||
2017 | — | ||||
2018 | — | ||||
Thereafter | 230,000 | ||||
Total noncurrent portion | $ | 230,000 | |||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Minimum Payments under Noncancelable Operating Leases | ' | ||||
As of December 31, 2013, our minimum payments under the noncancelable operating leases are as follows (in thousands): | |||||
Year Ending December 31: | Operating Lease | ||||
2014 | 3,186 | ||||
2015 | 3,768 | ||||
2016 | 2,540 | ||||
2017 | 2,581 | ||||
2018 | 2,656 | ||||
Thereafter | 7,684 | ||||
Total minimum lease payments | $ | 22,415 | |||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
Summary of Common Stock Reserved | ' | ||||||||
Common Stock | |||||||||
As of December 31, 2013 and December 31, 2012, we had reserved shares of common stock for issuance as follows: | |||||||||
As of December 31, | As of December 31, | ||||||||
2013 | 2012 | ||||||||
Stock options and awards issued and outstanding | 6,452,832 | 3,608,326 | |||||||
Stock options and awards available for grant under 2012 Plan | 1,976,815 | 2,127,279 | |||||||
Stock options and awards available for grant under the 2004 Plan | 82,784 | — | |||||||
Common stock warrants | — | 56,054 | |||||||
Total | 8,512,431 | 5,791,659 | |||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock Option Activity under 2005 Plan, 2012 Plan, 1999 Plan and 2004 Plan | ' | ||||||||||||||||
Stock option activity for the year ended December 31, 2013 under the 2005 Plan, 2012 Plan, 1999 Plan and 2004 Plan (for the period from August 21, 2013 through December 31, 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 | 652,711 | 32.27 | |||||||||||||||
Canceled | (293,814 | ) | 13.41 | ||||||||||||||
Exercised | (1,484,251 | ) | 4.74 | ||||||||||||||
Balance—December 31, 2013 | 3,088,449 | $ | 13.9 | 7.42 | $ | 68,131 | |||||||||||
Options exercisable—December 31, 2013 | 1,497,372 | $ | 9.23 | 6.3 | $ | 39,927 | |||||||||||
Options vested and expected to vest—December 31, 2013 | 3,007,257 | $ | 10.79 | 7.38 | $ | 67,010 | |||||||||||
Restricted Stock Units Activity | ' | ||||||||||||||||
Restricted stock units activity for the year ended December 31, 2013 under the 2005 Plan, 2012 Plan, 1999 Plan and 2004 Plan (for the period from August 21, 2013 through December 31, 2013) was as follows: | |||||||||||||||||
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 | 42.9 | |||||||||||||||
Granted | 1,748,081 | 34.67 | |||||||||||||||
Canceled | (98,920 | ) | 28.97 | ||||||||||||||
Released | (151,164 | ) | 33.94 | ||||||||||||||
Unvested—December 31, 2013 | 1,660,589 | $ | 35.28 | 1.94 | $ | 58,569 | |||||||||||
Restricted stock units expected to vest—December 31, 2013 | 1,509,246 | $ | 35.15 | 2.23 | $ | 53,231 | |||||||||||
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—December 31, 2013 | 1,576,250 | $ | 22.84 | 3 | $ | 55,594 | |||||||||||
Restricted stock units expected to vest—December 31, 2013 | 1,408,793 | $ | 22.45 | 3 | $ | 49,688 | |||||||||||
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 | ||||||||||||||
Outstanding | Contractual | ||||||||||||||||
Life (Years) | |||||||||||||||||
(In thousands) | |||||||||||||||||
Balance—December 31, 2012 | — | $ | — | — | $ | — | |||||||||||
Assumed in acquisition | 159,713 | 31.93 | 3.3 | 5,684 | |||||||||||||
Granted | — | — | |||||||||||||||
Canceled | — | — | |||||||||||||||
Exercised | (32,169 | ) | 9.9 | ||||||||||||||
Balance—December 31, 2013 | 127,544 | $ | 11.83 | 3.08 | $ | 2.99 | |||||||||||
Exercisable—December 31, 2013 | 26,788 | $ | 11.01 | 3.01 | $ | 2,990 | |||||||||||
Vested and expected to vest—December 31, 2013 | 117,419 | $ | 11.76 | 3.08 | $ | 2,760 | |||||||||||
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: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Expected term (in years) | 5.5 | 5.5 | 5.5 | ||||||||||||||
Expected volatility | 52 | % | 53 | % | 55 | % | |||||||||||
Risk-free interest rate | 1.2 | % | 0.9 | % | 1.9 | % | |||||||||||
Dividend rate | 0 | % | 0 | % | 0 | % | |||||||||||
Compensation Expense for Stock-Based Awards Granted to Employees and Other Compensation Paid in Stock | ' | ||||||||||||||||
We recorded compensation expense for the stock-based awards granted to employees and other compensation paid in stock as follows (in thousands): | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Stock-based compensation: | |||||||||||||||||
Cost of revenue | $ | 644 | $ | 32 | $ | 11 | |||||||||||
Technology and development | 5,659 | 930 | 482 | ||||||||||||||
Sales and marketing | 4,880 | 398 | 183 | ||||||||||||||
General and administrative | 9,266 | 1,210 | 808 | ||||||||||||||
Total stock-based compensation expense | 20,449 | 2,570 | 1,484 | ||||||||||||||
Other compensation paid in stock: | |||||||||||||||||
Cost of revenue | 74 | — | — | ||||||||||||||
Technology and development | 706 | — | — | ||||||||||||||
Sales and marketing | 783 | — | — | ||||||||||||||
General and administrative | 961 | — | — | ||||||||||||||
Total compensation paid in stock | $ | 22,973 | $ | 2,570 | $ | 1,484 | |||||||||||
Performance Based Award [Member] | ' | ||||||||||||||||
Assumptions Used to Estimate Fair Value of Each Performance Based Awards | ' | ||||||||||||||||
The fair value of performance based awards 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 | 52.6 | % | 52.6 | % | |||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Cost of equity | 12.6 | % | 12.3 | % | |||||||||||||
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: | |||||||||||||||||
Year Ended | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | |||||||||||||||||
Estimated term (in years) | 1.63 | ||||||||||||||||
Risk-free interest rate | 0.32 | % | |||||||||||||||
Expected volatility | 36 | % | |||||||||||||||
Expected dividend yield | 0 | % |
Warrants_Tables
Warrants (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Summary of Outstanding Convertible Preferred Stock Warrant Assumptions | ' | ||||||||
We determined the fair value of the outstanding convertible preferred stock warrant as of August 17, 2012, the date the anti-dilution provision was no longer applicable, and December 31, 2011 with the following assumptions: | |||||||||
As of | As of | ||||||||
August 17, | December 31, | ||||||||
2012 | 2011 | ||||||||
Estimated term (in years) | 5.9 | 1 | |||||||
Risk-free interest rate | 1 | % | 0.1 | % | |||||
Expected volatility | 53 | % | 55 | % | |||||
Expected dividend yield | 0 | % | 0 | % |
Net_Loss_per_Share_Attributabl1
Net Loss per Share Attributable to Common Stockholders (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Computation of Basic and Diluted Earnings Attributable to Common Stockholders | ' | ||||||||||||
The following table sets for the computation of our basic and diluted net loss per share attributable to common stockholders during the years ended December 31, 2013, 2012, and 2011 (in thousands, except share and per share data): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Net loss attributable to common stockholders | $ | (17,759 | ) | $ | (10,921 | ) | $ | (6,155 | ) | ||||
Shares used in computing net loss per share attributable to common stockholders, basic and diluted | 33,129,572 | 12,538,769 | 6,657,045 | ||||||||||
Net loss per share attributable to common stockholders, basic and diluted | $ | (0.54 | ) | $ | (0.87 | ) | $ | (0.92 | ) | ||||
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: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Convertible preferred stock | — | — | 14,161,444 | ||||||||||
Stock options to purchase common stock | 3,088,449 | 3,570,566 | 3,334,530 | ||||||||||
Restricted stock units | 3,236,839 | 37,760 | — | ||||||||||
Stock appreciation rights | 127,544 | — | — | ||||||||||
Heldback shares in connection with Movity acquisition | 30,524 | 30,524 | 125,461 | ||||||||||
Preferred stock warrants | — | — | 56,054 | ||||||||||
Common stock warrants | — | 56,054 | 44,646 | ||||||||||
Convertible senior notes | 6,400,969 | — | — |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Components of Provision for Income Taxes | ' | ||||||||
The components of the provision for income taxes for the years ended December 31, 2013 and 2012 are as follows (in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Current: | |||||||||
Federal | $ | — | $ | — | |||||
State | 412 | 67 | |||||||
Deferred: | |||||||||
Federal | (5,123 | ) | — | ||||||
State | (2,800 | ) | — | ||||||
TOTAL | $ | (7,511 | ) | $ | 67 | ||||
Reconciliation of Statutory Federal Income Tax Rate of 34% to Actual Tax Rate | ' | ||||||||
A reconciliation of the statutory federal income tax rate of 34% to the actual tax rate for the years ended December 31 is as follows (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Tax at federal statutory rate | $ | (8,592 | ) | $ | (3,684 | ) | |||
Permanent items | 128 | 499 | |||||||
State taxes | (499 | ) | (609 | ) | |||||
Net operating loss not benefitted | 8,004 | 3,527 | |||||||
Acquisition related costs | 1,072 | — | |||||||
Valuation allowance release | (7,923 | ) | — | ||||||
Stock-based compensation | 299 | 334 | |||||||
Income tax expense | $ | (7,511 | ) | 67 | |||||
Deferred Tax Assets and Liabilities | ' | ||||||||
Our deferred tax assets and liabilities are detailed below (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Assets: | |||||||||
Net operating loss carryforwards | $ | 40,828 | $ | 16,275 | |||||
Tax credit carryforwards | 5,210 | — | |||||||
Accruals and reserves | 5,082 | 867 | |||||||
Stock-based compensation | 9,034 | 633 | |||||||
Fixed assets and intangibles | — | 36 | |||||||
Other | 27 | 1 | |||||||
Gross deferred tax assets | 60,181 | 17,812 | |||||||
Valuation allowance | (20,995 | ) | (17,342 | ) | |||||
Total deferred tax assets | 39,186 | 470 | |||||||
Liabilities: | |||||||||
Deferred Revenue | $ | (58 | ) | $ | (117 | ) | |||
Prepaid expenses and other | (1,085 | ) | (353 | ) | |||||
Fixed assets and intangibles | (38,043 | ) | — | ||||||
Total deferred tax liabilities | (39,186 | ) | 470 | ||||||
Net deferred tax assets | $ | — | $ | — | |||||
Reconciliation of Unrecognized Tax Benefits | ' | ||||||||
A reconciliation of our unrecognized tax benefits, excluding accrued interest and penalties, for 2013 and 2012 is as follows (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Balance at the beginning of the year | $ | 20 | $ | 475 | |||||
Decreases related to prior year tax positions | — | (475 | ) | ||||||
Expiration of statute of limitations | — | — | |||||||
Current year increases | 2,316 | 20 | |||||||
Balance at the end of the year | 2,336 | 20 | |||||||
Organization_and_Description_o1
Organization and Description of Business - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||
Aug. 20, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 17, 2013 | Dec. 31, 2013 | |
2.75% Convertible Senior Notes [Member] | 2.75% Convertible Senior Notes [Member] | |||||||
Trading_day | ||||||||
Initial Public Offering [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of aggregate shares of common stock | ' | 4,025,000 | 5,900,000 | ' | ' | ' | ' | ' |
Public offering price | ' | $29.75 | $17 | ' | ' | ' | ' | ' |
Underwriter allotment | ' | 525,000 | 900,000 | ' | ' | ' | ' | ' |
Sold by existing shareholders | ' | 3,117,311 | 1,000,000 | ' | ' | ' | ' | ' |
Proceeds from initial public offering, net of underwriting discounts | ' | ' | $89,400,000 | ' | ' | $93,279,000 | ' | ' |
Conversion preferred stock into common stock | ' | ' | 14,161,444 | ' | ' | ' | ' | ' |
Warrant to purchase convertible preferred stock converted into warrants to purchase common stock | ' | ' | 120,961 | ' | ' | ' | ' | ' |
Shares sold pursuant to exercise by the underwriters | ' | 406,606 | ' | ' | ' | ' | ' | ' |
Proceeds from follow-on public offering, net of underwriting discounts | ' | 113,000,000 | ' | ' | 114,056,000 | ' | ' | ' |
Business acquisition number of shares issued | 4,412,489 | ' | ' | 4,412,489 | ' | ' | ' | ' |
Business acquisition cash paid on acquisition | 170,500,000 | ' | ' | 170,500,000 | ' | ' | ' | ' |
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 "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. | ' | ' | ' | ' |
Common stock conversion right to receive cash per share | $6 | ' | ' | $6 | ' | ' | ' | ' |
Common stock conversion ratio | 0.1553 | ' | ' | 0.1553 | ' | ' | ' | ' |
Total purchase consideration | 372,700,000 | ' | ' | 372,700,000 | ' | ' | ' | ' |
Debt instrument, aggregate principal amount | ' | ' | ' | ' | ' | ' | 230,000,000 | ' |
Debt instrument, interest rate stated percentage | ' | ' | ' | ' | ' | ' | 2.75% | ' |
Proceeds from over-allotment of option granted to initial purchasers | ' | ' | ' | ' | ' | ' | 30,000,000 | ' |
Debt instrument, redemption period end date | ' | ' | ' | ' | ' | ' | 15-Dec-20 | ' |
Net proceeds received | ' | ' | ' | ' | ' | ' | 222,400,000 | ' |
Debt instrument, frequency of period payment | ' | ' | ' | ' | ' | ' | ' | 'Semi-annually every June 15 and December 15 |
Debt instrument, date of first payment | ' | ' | ' | ' | ' | ' | ' | 15-Jun-14 |
Debt instrument, redemption period start date | ' | ' | ' | ' | ' | ' | ' | 20-Dec-18 |
Debt instrument, convertible threshold percentage | ' | ' | ' | ' | ' | ' | ' | 130.00% |
Debt instrument, convertible threshold trading days | ' | ' | ' | ' | ' | ' | ' | 20 |
Debt instrument, convertible threshold consecutive trading days | ' | ' | ' | ' | ' | ' | ' | '30 days |
Debt instrument, conversion rate principal amount | ' | ' | ' | ' | ' | ' | ' | $1,000 |
Debt instrument, conversion rate shares | ' | ' | ' | ' | ' | ' | ' | 27.8303 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Segment | Customer | |||
Customer | ||||
Summary Of Accounting Policies [Line Items] | ' | ' | ' | ' |
Net intangible assets reclassified in current period to conform with the new presentation | ' | ' | $445,000 | ' |
Percentage of gross accounts receivable represented by customer | ' | 13.00% | 10.40% | ' |
Number of customer accounted for Company's gross accounts receivable | ' | 1 | 1 | ' |
Advertising expenses | ' | 7,700,000 | 2,600,000 | 459,000 |
Other comprehensive income | ' | -17,759,000 | -10,921,000 | -6,155,000 |
Number of outstanding preferred stock converted into common stock | 14,161,444 | ' | ' | ' |
Number of outstanding preferred stock warrants converted into common stock warrants | 56,054 | ' | ' | ' |
Cash and cash equivalents, original maturities | ' | 'Three months or less at the time of acquisition | ' | ' |
Amounts due from third-party merchant | ' | 349,000 | 135,000 | ' |
Provision for uncollectible accounts receivable | ' | 351,000 | 95,000 | 176,000 |
Restricted cash | ' | 1,600,000 | 385,000 | ' |
Certificates of deposit contractual maturities | ' | '12 months or less | ' | ' |
Impairment of goodwill | ' | 0 | 0 | ' |
Number of reportable segment | ' | 1 | ' | ' |
Revenue [Member] | ' | ' | ' | ' |
Summary Of Accounting Policies [Line Items] | ' | ' | ' | ' |
Percentage of total revenue represented by customer | ' | 10.00% | 10.00% | 10.00% |
Number of customers accounted for 10% or more of total revenue | ' | 0 | 0 | 0 |
Property, Plant and Equipment [Member] | ' | ' | ' | ' |
Summary Of Accounting Policies [Line Items] | ' | ' | ' | ' |
Accrued liabilities related to purchases of property and equipment | ' | ' | 226,000 | ' |
Capitalized product development costs [Member] | ' | ' | ' | ' |
Summary Of Accounting Policies [Line Items] | ' | ' | ' | ' |
Capitalized costs associated with product development | ' | 8,200,000 | 2,500,000 | 1,300,000 |
Amortization expenses | ' | 2,700,000 | 1,100,000 | 708,000 |
Net book value of capitalized product development costs | ' | $7,500,000 | $2,000,000 | ' |
Amortization period of capitalized costs associated with product development | ' | '2 years | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Computer equipment [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives of property and equipment | '2 years |
Computer equipment [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives of property and equipment | '3 years |
Office equipment, furniture and fixtures [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives of property and equipment | '3 years |
Office equipment, furniture and fixtures [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives of property and equipment | '5 years |
Capitalized product development costs [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives of property and equipment | '2 years |
Capitalized product development costs [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives of property and equipment | '3 years |
Network equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives of property and equipment | '5 years |
Leasehold improvements [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives of property and equipment | 'Shorter of the lease term or estimated useful life |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Useful Lives of Purchased Intangible Assets (Detail) | 0 Months Ended | 12 Months Ended |
Aug. 20, 2013 | Dec. 31, 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 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of convertible notes | $252,000,000 | ' |
Carrying value of convertible notes | 230,000,000 | ' |
Held by the Company unrealized losses | 0 | 0 |
Held by the Company realized losses | 0 | 0 |
Held by the Company other than temporary impairment losses | $0 | $0 |
Minimum [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Certificates of deposit with maturities period | '1 year | ' |
Maximum [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Certificates of deposit with maturities period | '3 years | ' |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Fair Value Measurements on Recurrent Basis (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Financial Assets: | ' | ' |
Total financial assets | $8,272 | $7,066 |
Money market funds [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | 6,683 | 6,681 |
Restricted cash [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | 1,589 | 385 |
Level 1 [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | 8,272 | 7,066 |
Level 1 [Member] | Money market funds [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | 6,683 | 6,681 |
Level 1 [Member] | Restricted cash [Member] | ' | ' |
Financial Assets: | ' | ' |
Total financial assets | 1,589 | 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_Summar
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Liabilities (Detail) (Level 3 [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Level 3 [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Fair value-beginning of period | ' | $297 |
Issuance of preferred stock warrants | ' | ' |
Change in fair value of Level III financial liabilities | ' | 369 |
Reclassification of warrant liability to stockholders' equity | ' | -666 |
Fair value-end of period | ' | ' |
Balance_Sheet_Components_Prope
Balance Sheet Components - Property and Equipment (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | $33,521 | $13,221 |
Less: accumulated depreciation and amortization | -11,232 | -6,152 |
Total property and equipment, net | 22,289 | 7,069 |
Computer equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 7,275 | 6,078 |
Capitalized product development costs [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 9,934 | 3,230 |
Furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 3,276 | 974 |
Leasehold improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 8,985 | 2,314 |
Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 183 | 11 |
Equipment not yet in service [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | $3,868 | $614 |
Balance_Sheet_Components_Addit
Balance Sheet Components - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment under capital lease, included under computer equipment | $261,000 | $865,000 | ' |
Accumulated depreciation | 11,232,000 | 6,152,000 | ' |
Depreciation expense | 6,400,000 | 3,600,000 | 2,500,000 |
Capital lease [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Accumulated depreciation | $87,000 | $492,000 | ' |
Balance_Sheet_Components_Accru
Balance Sheet Components - Accrued Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Legal and professional fees | $2,253 | $751 |
Marketing and advertising expenses | 1,326 | 304 |
Interest | 246 | 102 |
Sales taxes | 2,355 | 446 |
Payroll taxes | 651 | 234 |
Acquisition of property and equipment | 3,084 | 226 |
Other | 1,346 | 853 |
Total accrued liabilities | $11,261 | $2,916 |
Balance_Sheet_Components_Accru1
Balance Sheet Components - Accrued Compensation and Benefits (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Compensation Related Costs [Abstract] | ' | ' |
Bonus | $3,645 | $349 |
Payroll and related expenses | 3,191 | 1,978 |
Commissions | 2,166 | 1,282 |
Vacation | 1,861 | 891 |
Total accrued compensation and benefits | $10,863 | $4,500 |
Acquisition_of_Market_Leader_A
Acquisition of Market Leader - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended |
Aug. 20, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 20, 2013 | Dec. 31, 2013 | |
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 "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. | ' | ' | ' |
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 |
Tax benefit resulted from acquisition | ' | ' | 6,700,000 | ' | ' |
Revenue | ' | ' | ' | ' | 21,200,000 |
Net income (loss) attributable to common shareholders | ' | ' | ' | ' | $9,300,000 |
Acquisition_of_Market_Leader_S
Acquisition of Market Leader - Summary of Purchase Price Components (Detail) (USD $) | 0 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) | 0 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 $) | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 20, 2013 |
In Thousands, unless otherwise specified | Market Leader Inc. [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' |
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 | 255,904 | 2,155 | 253,749 |
Total purchase price allocation | ' | ' | $372,664 |
Acquisition_of_Market_Leader_C
Acquisition of Market Leader - Components of Intangible Assets Acquired (Detail) (USD $) | 0 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Aug. 20, 2013 | Dec. 31, 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 Unaudited Pro Forma Condensed Combined Financial Information (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition Pro Forma Information [Abstract] | ' | ' |
Revenue | $178,151 | $113,073 |
Net loss attributable to common shareholders | ($33,056) | ($49,461) |
Net loss per share attributable to common shareholders-basic and diluted net loss attributable to common shareholders | ($0.92) | ($2.92) |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Schedule of Change in Goodwill (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 20, 2013 |
In Thousands, unless otherwise specified | Market Leader Inc. [Member] | Market Leader Inc. [Member] | ||
Goodwill [Line Items] | ' | ' | ' | ' |
Balance as of December 31, 2012 | $255,904 | $2,155 | ' | $253,749 |
Goodwill recorded in connection with the acquisition of Market Leader | ' | ' | 253,749 | ' |
Balance as of December 31, 2013 | $255,904 | $2,155 | ' | $253,749 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Schedule of Intangible Assets Subject to Amortization (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | $123,801 | $591 |
Accumulated Amortization | 5,913 | 146 |
Intangible assets, Net | 117,888 | 445 |
Enterprise Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 29,000 | ' |
Accumulated Amortization | 1,052 | ' |
Intangible assets, Net | 27,948 | ' |
Premium Users [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 15,200 | ' |
Accumulated Amortization | 1,103 | ' |
Intangible assets, Net | 14,097 | ' |
Existing Technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 32,300 | ' |
Accumulated Amortization | 1,675 | ' |
Intangible assets, Net | 30,625 | ' |
Trade Names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 42,900 | ' |
Accumulated Amortization | 1,557 | ' |
Intangible assets, Net | 41,343 | ' |
Home/MLS data feeds [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 3,700 | ' |
Accumulated Amortization | 134 | ' |
Intangible assets, Net | 3,566 | ' |
Other [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 701 | ' |
Accumulated Amortization | 392 | ' |
Intangible assets, Net | 309 | ' |
Patent [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | ' | 591 |
Accumulated Amortization | ' | 146 |
Intangible assets, Net | ' | $445 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
Amortization expense for intangible assets | $5.80 | $111,000 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
2014 | $15,525 | ' |
2015 | 15,214 | ' |
2016 | 15,214 | ' |
2017 | 15,214 | ' |
2018 | 14,111 | ' |
Thereafter | 42,610 | ' |
Intangible assets, Net | $117,888 | $445 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 6 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||
Dec. 17, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Dec. 31, 2013 | Dec. 17, 2013 | Dec. 31, 2013 | Sep. 30, 2011 | Sep. 30, 2011 | Sep. 30, 2012 | Dec. 31, 2012 | Jun. 30, 2012 | Jun. 30, 2012 | Sep. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
2.75% Convertible Senior Notes [Member] | 2.75% Convertible Senior Notes [Member] | 2.75% Convertible Senior Notes [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Amortization and Write Off Debt Discount [Member] | Amortization and Write Off Debt Discount [Member] | ||||||
FinancialCovenants | Trading_day | Minimum [Member] | Maximum [Member] | First tranche [Member] | First tranche [Member] | First tranche [Member] | Second tranche [Member] | Second tranche [Member] | Second tranche [Member] | Third tranche [Member] | Third tranche [Member] | |||||||||||||
FinancialCovenants | Minimum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | ||||||||||||||||||
Prime rate basis [Member] | Prime rate basis [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 | ' | ' | ' | ' | $20,000,000 | ' | ' | ' | $20,000,000 | $20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of secured loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' |
Interest rate on loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.75% | 6.00% | ' | 5.50% | 5.50% | 8.75% | 8.75% | ' | ' |
Frequency of loan repayment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 equal monthly installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'March 2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extended maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'March 2015 | 'September 2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility unused amount expired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants to purchase shares | ' | ' | ' | ' | ' | ' | ' | ' | 120,961 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | $8.47 | $8.47 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants purchased against convertible preferred shares | ' | ' | ' | ' | ' | ' | ' | ' | 56,054 | 56,054 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate fair value of warrants | ' | ' | ' | ' | ' | ' | ' | ' | 281,000 | 281,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net facility charge | ' | ' | ' | ' | ' | ' | ' | ' | ' | 165,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense related to amortization and write off of remaining debt discount | ' | 1,107,000 | 1,016,000 | 389,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 241,000 | 167,000 |
Line of credit facility, outstanding amount repaid | 7,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on debt extinguishment | 141,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, aggregate principal amount | ' | ' | ' | ' | ' | ' | 230,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, interest rate stated percentage | ' | ' | ' | ' | ' | ' | 2.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from over-allotment of option granted to initial purchasers | ' | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, due date | ' | ' | ' | ' | ' | ' | 15-Dec-20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds received | ' | ' | ' | ' | ' | ' | 222,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, frequency of period payment | ' | ' | ' | ' | ' | ' | ' | 'Semi-annually every June 15 and December 15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, date of first payment | ' | ' | ' | ' | ' | ' | ' | 15-Jun-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, redemption period start date | ' | ' | ' | ' | ' | ' | ' | 20-Dec-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, convertible threshold percentage | ' | ' | ' | ' | ' | ' | ' | 130.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, convertible threshold trading days | ' | ' | ' | ' | ' | ' | ' | 20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, convertible threshold consecutive trading days | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, conversion rate principal amount | ' | ' | ' | ' | ' | 1,000 | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, conversion rate shares | ' | ' | ' | ' | ' | ' | ' | 27.8303 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial conversion price | ' | ' | ' | ' | ' | $35.93 | ' | $35.93 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase price percentage of principal amount | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of financial covenants | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of debt issuance costs | ' | 6,910,000 | ' | ' | ' | ' | 7,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of interest expense recognized | ' | ' | ' | ' | ' | 246,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt issue costs | ' | ' | ' | ' | ' | $38,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Schedule_of_Future_Princi
Debt - Schedule of Future Principal Payments on 2020 Notes (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2014 | ' | ' |
2015 | ' | ' |
2016 | ' | ' |
2017 | ' | ' |
2018 | ' | ' |
Thereafter | 230,000 | ' |
Total noncurrent portion | $230,000 | $7,094 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Loss Contingencies [Line Items] | ' | ' | ' |
Rent expense | $3,600,000 | $1,600,000 | $1,100,000 |
Merger related reimbursement costs | 350,000 | ' | ' |
Minimum [Member] | ' | ' | ' |
Loss Contingencies [Line Items] | ' | ' | ' |
Noncancelable operating leases term | '1 year | ' | ' |
Maximum [Member] | ' | ' | ' |
Loss Contingencies [Line Items] | ' | ' | ' |
Noncancelable operating leases term | '7 years | ' | ' |
Indemnification Agreement [Member] | ' | ' | ' |
Loss Contingencies [Line Items] | ' | ' | ' |
Obligations related to indemnification agreement | $0 | $0 | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Minimum Payments under Noncancelable Operating Leases (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2014 | $3,186 |
2015 | 3,768 |
2016 | 2,540 |
2017 | 2,581 |
2018 | 2,656 |
Thereafter | 7,684 |
Total minimum lease payments | $22,415 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Sep. 06, 2012 | Dec. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 |
Preferred stock [Member] | Preferred stock [Member] | Preferred stock [Member] | |||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split, description | '1-for-3 reverse stock split | ' | ' | ' | ' | ' | ' |
Reverse stock split, denominator | 3 | ' | ' | ' | ' | ' | ' |
Payments for repurchase of common stock | ' | $30,000 | ' | $30,032 | ' | ' | ' |
Common stock repurchased shares | ' | 1,085,383 | ' | ' | ' | ' | ' |
Purchase price per share of the common stock repurchased | ' | $27.64 | ' | ' | ' | ' | ' |
Exercise price of warrant | ' | ' | $8.47 | ' | ' | ' | ' |
Shares issued pursuant to warrants exercised | ' | ' | 39,025 | ' | ' | ' | ' |
Preferred stock, authorized | ' | ' | ' | ' | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, par value | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 |
Preferred stock, issued | ' | ' | ' | ' | 0 | 0 | ' |
Preferred stock, outstanding | ' | ' | ' | ' | 0 | 0 | ' |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Common Stock Reserved (Detail) | Dec. 31, 2013 | Dec. 31, 2012 |
Conversion of Stock [Line Items] | ' | ' |
Stock options and awards issued and outstanding | 6,452,832 | 3,608,326 |
Stock options and awards available for grant | 2,059,599 | 2,127,279 |
Common stock warrants | ' | 56,054 |
Shares of common stock reserved for issuance | 8,512,431 | 5,791,659 |
2012 Plan [Member] | ' | ' |
Conversion of Stock [Line Items] | ' | ' |
Stock options and awards available for grant | 1,976,815 | 2,127,279 |
2004 Plan [Member] | ' | ' |
Conversion of Stock [Line Items] | ' | ' |
Stock options and awards available for grant | 82,784 | ' |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 6 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Non-employees [Member] | Non-employees [Member] | Non-employees [Member] | Product development costs [Member] | Product development costs [Member] | Product development costs [Member] | Equity Incentive Plan 2004 [Member] | Stock appreciation rights activity [Member] | 2012 Equity incentive plan [Member] | 2012 Equity incentive plan [Member] | 2012 Equity incentive plan [Member] | Stock Option Activity [Member] | Non-vested RSUs [Member] | Performance Shares [Member] | Time based awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | 5,791,659 | 8,512,431 | 5,791,659 | ' | ' | ' | ' | ' | ' | ' | 283,522 | ' | ' | ' | 2,370,000 | ' | ' | ' | ' |
Additional number of shares reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,463,303 | 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 | 2,127,279 | 2,059,599 | 2,127,279 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant date fair value of options granted | ' | $15.24 | $6.77 | $2.28 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercises in period aggregate intrinsic value | ' | $45,900,000 | $5,300,000 | $902,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to non-vested stock options granted, net | ' | 16,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated forfeitures of stock-based awards granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 713,000 | ' | ' | ' | 1,500,000 | 3,400,000 | 4,100,000 | ' |
Weighted average vesting period | ' | '2 years 4 months 17 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options vested grant date fair value | ' | 6,400,000 | 4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to non-vested stock units, net of estimated forfeitures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 46,500,000 | 27,200,000 | ' |
Weighted average vesting period of RSUs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 11 months 19 days | ' | ' | ' | ' | '3 years 7 days | '3 years | ' |
Stock unit awards granted during period | ' | 2,105,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,748,081 | 1,576,250 | 528,750 |
Recognized compensation cost | 58,000 | 20,449,000 | 2,570,000 | 1,484,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,400,000 | ' |
Stock appreciation rights | ' | 618,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate intrinsic value, Exercised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 908,000 | ' | ' | ' | ' | ' | ' | ' |
Estimated grant date fair value vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $28.89 | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to non-vested stock units, net of estimated forfeitures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,700,000 | ' | ' | ' | ' | ' | ' | ' |
Expected dividend | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options granted to non-employees | ' | ' | ' | ' | 0 | 0 | 16,216 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized stock-based compensation | ' | ' | ' | ' | ' | ' | ' | $685,000 | $66,000 | $22,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Stock_
Stock-Based Compensation - Stock Option Activity under 2005 Plan, 2012 Plan, 1999 Plan and 2004 Plan (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 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 | 652,711 | ' |
Stock Options Outstanding, Canceled | -293,814 | ' |
Stock Options Outstanding, Exercised | -1,484,251 | ' |
Stock Options Outstanding, Ending balance | 3,088,449 | 3,570,566 |
Stock Options Outstanding, Options exercisable | 1,497,372 | ' |
Stock Options Outstanding, Options vested and expected to vest | 3,007,257 | ' |
Weighted Average Exercise Price, Beginning balance | $6.45 | ' |
Weighted Average Exercise Price, Assumed in acquisition | $15.27 | ' |
Weighted Average Exercise Price, Granted | $32.27 | ' |
Weighted Average Exercise Price, Canceled | $13.41 | ' |
Weighted Average Exercise Price, Exercised | $474 | ' |
Weighted Average Exercise Price, Ending balance | $13.90 | $6.45 |
Weighted Average Exercise Price, Options exercisable | $9.23 | ' |
Weighted Average Exercise Price, Options vested and expected to vest | $10.79 | ' |
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 18 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 | 68,131 | 35,415 |
Aggregate Intrinsic Value, Options exercisable | 39,927 | ' |
Aggregate Intrinsic Value, Options vested and expected to vest | $67,010 | ' |
StockBased_Compensation_Restri
Stock-Based Compensation - Restricted Stock Units Activity (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
RSUs Outstanding, Granted | 2,105,000 | ' |
Non-vested RSUs [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 | 1,748,081 | ' |
RSUs Outstanding, Canceled | -98,920 | ' |
RSUs Outstanding, Released | -151,164 | ' |
Number of shares, Ending balance | 1,660,589 | 37,760 |
RSUs Outstanding, Restricted stock units expected to vest | 1,509,246 | ' |
Weighted Average Grant Date fair Value, Beginning balance | $16.41 | ' |
Weighted Average Grant Date fair Value, Assumed in acquisition | $42.90 | ' |
Weighted Average Grant Date fair Value, Granted | $34.67 | ' |
Weighted Average Grant Date fair Value, Canceled | $28.97 | ' |
Weighted Average Grant Date fair Value, Released | $33.94 | ' |
Weighted Average Grant Date fair Value, Ending balance | $35.28 | $16.41 |
Weighted Average Grant Date fair Value, Restricted stock units expected to vest | $35.15 | ' |
Weighted Average Remaining Contractual Life (Years), Unvested | '1 year 11 months 9 days | '2 years 1 month 28 days |
Weighted Average Remaining Contractual Life (Years), Restricted stock units expected to vest | '2 years 2 months 23 days | ' |
Aggregate Intrinsic Value, Beginning balance | $613 | ' |
Aggregate Intrinsic Value, Ending balance | 58,569 | 613 |
Aggregate Intrinsic Value, Restricted stock units expected to vest | $53,231 | ' |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Performance-Based Awards (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of shares, Granted | 2,105,000 | ' |
Performance Shares [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of shares, Beginning balance | ' | ' |
Number of shares, Granted | 1,576,250 | ' |
Number of shares, Canceled | ' | ' |
Number of shares, Released | ' | ' |
Number of shares, Ending balance | 1,576,250 | ' |
Number of shares, Restricted stock units expected to vest-December 31, 2013 | 1,408,793 | ' |
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 | ' |
Weighted Average Grant Date fair Value, Restricted stock units expected to vest | $22.45 | ' |
Weighted Average Remaining Contractual Life (Years), Unvested | '3 years | '0 years |
Weighted Average Remaining Contractual Life (Years), Restricted stock units expected to vest-December 31, 2013 | '3 years | ' |
Aggregate Intrinsic Value, Beginning balance | ' | ' |
Aggregate Intrinsic Value, Ending balance | 55,594 | ' |
Aggregate Intrinsic Value, Restricted stock units expected to vest-December 31, 2013 | $49,688 | ' |
StockBased_Compensation_Stock_1
Stock-Based Compensation - Stock Appreciation Rights Activity (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Stock Appreciation Rights Activity [Line Items] | ' | ' |
Number of shares, Granted | 2,105,000 | ' |
Number of shares, Exercised | -32,169 | ' |
Stock appreciation rights activity [Member] | ' | ' |
Stock Appreciation Rights Activity [Line Items] | ' | ' |
Number of shares, Beginning balance | ' | ' |
Number of shares, Assumed in acquisition | 159,713 | ' |
Number of shares, Granted | ' | ' |
Number of shares, Canceled | ' | ' |
Number of shares, Exercised | -32,169 | ' |
Number of shares, Ending balance | 127,544 | ' |
Number of shares, Exercisable | 26,788 | ' |
Number of shares, Vested and expected to vest | 117,419 | ' |
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 | $9.90 | ' |
Weighted Average Exercise Price, Ending balance | $11.83 | ' |
Weighted Average Exercise Price, Exercisable | $11.01 | ' |
Weighted Average Exercise Price, Vested and expected to vest | $11.76 | ' |
Weighted Average Remaining Contractual Life (Years), Assumed in acquisition | '3 years 3 months 18 days | ' |
Weighted Average Remaining Contractual Life (Years) | '3 years 29 days | '0 years |
Weighted Average Remaining Contractual Life (Years), Exercisable | '3 years 4 days | ' |
Weighted Average Remaining Contractual Life (Years), Vested and expected to vest-December 31, 2013 | '3 years 29 days | ' |
Aggregate Intrinsic Value, Beginning balance | ' | ' |
Aggregate Intrinsic Value, Assumed in acquisition | 5,684 | ' |
Aggregate Intrinsic Value, Ending balance | 2,990 | ' |
Aggregate Intrinsic Value, Exercisable | 2,990 | ' |
Aggregate Intrinsic Value, Vested and expected to vest-December 31, 2013 | $2,760 | ' |
StockBased_Compensation_Assump
Stock-Based Compensation - Assumptions Used to Estimate Fair Value of Each Employee Stock Option Awards (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Dividend rate | 0.00% | ' | ' |
Black-Scholes option-pricing model [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected term (in years) | '5 years 6 months | '5 years 6 months | '5 years 6 months |
Expected volatility | 52.00% | 53.00% | 55.00% |
Risk-free interest rate | 1.20% | 0.90% | 1.90% |
Dividend rate | 0.00% | 0.00% | 0.00% |
StockBased_Compensation_Assump1
Stock-Based Compensation - Assumptions Used to Estimate Fair Value of Each Performance Based Awards (Detail) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2013 | Aug. 29, 2013 | 29-May-13 | |
Monte Carlo simulation model [Member] | Monte Carlo simulation model [Member] | ||
Performance Shares [Member] | Performance Shares [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% | 0.00% |
Cost of equity | ' | 12.30% | 12.60% |
StockBased_Compensation_Value_
Stock-Based Compensation - Value of Each Employee Stock Appreciation Right Granted (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expected dividend yield | 0.00% |
Stock appreciation rights activity [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Estimated term (in years) | '1 year 7 months 17 days |
Risk-free interest rate | 0.32% |
Expected volatility | 36.00% |
Expected dividend yield | 0.00% |
StockBased_Compensation_Compen
Stock-Based Compensation - Compensation Expense for Stock-Based Awards Granted to Employees and Other Compensation Paid in Stock (Detail) (USD $) | 6 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | $58 | $20,449 | $2,570 | $1,484 |
Other compensation paid in stock | ' | 2,524 | ' | ' |
Total compensation paid in stock | ' | 22,973 | 2,570 | 1,484 |
Cost of revenue [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | ' | 644 | 32 | 11 |
Other compensation paid in stock | ' | 74 | ' | ' |
Technology and development [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | ' | 5,659 | 930 | 482 |
Other compensation paid in stock | ' | 706 | ' | ' |
Sales and marketing [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | ' | 4,880 | 398 | 183 |
Other compensation paid in stock | ' | 783 | ' | ' |
General and administrative [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | ' | 9,266 | 1,210 | 808 |
Other compensation paid in stock | ' | $961 | ' | ' |
Warrants_Additional_Informatio
Warrants - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Sep. 30, 2011 | Sep. 30, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | |
Common Stock [Member] | Series D Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | |||||
Convertible Preferred Stock Warrants [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Secured term loan credit facility | ' | ' | ' | $20,000,000 | ' | ' | ' | ' |
Issuance of warrant to purchase shares | ' | ' | ' | ' | ' | 120,961 | ' | ' |
Exercise price of shares | ' | ' | ' | ' | $4.29 | $8.47 | ' | ' |
Exercisable shares | ' | ' | 56,054 | ' | ' | ' | ' | ' |
Line of credit facility drawdowns, amount | ' | 10,000,000 | 10,000,000 | ' | ' | ' | ' | ' |
Line of credit facility remaining drawdowns, amount | ' | 10,000,000 | 10,000,000 | ' | ' | ' | ' | ' |
Exercisable shares remaining subject to withdrawal from credit facility | ' | 64,907 | ' | ' | ' | ' | ' | ' |
Fair value of warrant | ' | ' | ' | ' | ' | ' | 281,000 | ' |
Estimated term | ' | ' | ' | ' | '4 years 6 months | ' | ' | '1 year 2 months 12 days |
Risk-free interest rate | ' | ' | ' | ' | 0.70% | ' | 0.20% | ' |
Expected volatility | ' | ' | ' | ' | 55.00% | ' | 55.00% | ' |
Expected dividend yield | 0.00% | ' | ' | ' | 0.00% | ' | 0.00% | ' |
Expiration date | ' | 'September 19, 2017 | ' | ' | 'February 14, 2016 | ' | ' | ' |
Remeasurement of the fair value of the warrant | ' | 369,000 | 16,000 | ' | ' | ' | ' | ' |
Warrant to purchase shares | ' | ' | ' | ' | 44,646 | ' | ' | ' |
Fair value of warrant | ' | ' | ' | ' | $93,000 | ' | ' | ' |
Issuance of common stock | ' | ' | ' | ' | 33,380 | ' | ' | ' |
Warrants_Summary_of_Outstandin
Warrants - Summary of Outstanding Convertible Preferred Stock Warrant Assumptions (Detail) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2013 | Aug. 17, 2012 | Dec. 31, 2011 | |
Preferred stock warrants [Member] | Preferred stock warrants [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Estimated term (in years) | ' | '5 years 10 months 24 days | '1 year |
Risk-free interest rate | ' | 1.00% | 0.10% |
Expected volatility | ' | 53.00% | 55.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Net_Loss_per_Share_Attributabl2
Net Loss per Share Attributable to Common Stockholders - Computation of Basic and Diluted Earnings Attributable to Common Stockholders (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Earnings Per Share [Abstract] | ' | ' | ' |
Net loss attributable to common stockholders | ($17,759) | ($10,921) | ($6,155) |
Shares used in computing net loss per share attributable to common stockholders, basic and diluted | 33,129,572 | 12,538,769 | 6,657,045 |
Net loss per share attributable to common stockholders, basic and diluted | ($0.54) | ($0.87) | ($0.92) |
Net_Loss_per_Share_Attributabl3
Net Loss per Share Attributable to Common Stockholders - Summary of Outstanding Common Stock Equivalents Excluded from Computation of Diluted Net Loss Per Share (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Convertible preferred stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive stock | ' | ' | 14,161,444 |
Stock options to purchase common stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive stock | 3,088,449 | 3,570,566 | 3,334,530 |
Restricted stock units activity [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive stock | 3,236,839 | 37,760 | ' |
Stock appreciation rights activity [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive stock | 127,544 | ' | ' |
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 | 125,461 |
Preferred stock warrants [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive stock | ' | ' | 56,054 |
Common stock warrants [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive stock | ' | 56,054 | 44,646 |
Convertible Senior Notes [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive stock | 6,400,969 | ' | ' |
SelfInsurance_Additional_Infor
Self-Insurance - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
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 | $225,000 | $0 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Contingency [Line Items] | ' | ' | ' |
Release of valuation allowance | $7,900,000 | $7,923,000 | ' |
Valuation allowance | ' | 20,995,000 | 17,342,000 |
Increase in valuation allowance | ' | 3,700,000 | ' |
Tax positions expected to increase or decrease within next 12 months | ' | ' | 0 |
Interest and penalties related to uncertain tax positions | ' | 0 | ' |
State enterprise zone credits [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
Enterprise zone credits carryforwards | ' | 1,100,000 | ' |
Federal [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
Net operating loss carryforwards | ' | 147,800,000 | ' |
Net operating loss carryforwards expiration year | ' | '2025 | ' |
Net operating loss related to windfall tax benefit | ' | 35,900,000 | ' |
Federal [Member] | Research credit [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
Enterprise zone credits carryforwards | ' | 2,500,000 | ' |
Enterprise zone credits carryforwards expiration | ' | '2025 | ' |
State [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
Net operating loss carryforwards | ' | 85,900,000 | ' |
Net operating loss carryforwards expiration year | ' | '2015 | ' |
Net operating loss related to windfall tax benefit | ' | 25,100,000 | ' |
State [Member] | Research credit [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
Enterprise zone credits carryforwards | ' | $2,200,000 | ' |
Income_Taxes_Components_of_Pro
Income Taxes - Components of Provision for Income Taxes (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | ' | ' |
Federal | ' | ' |
State | 412 | 67 |
Deferred: | ' | ' |
Federal | -5,123 | ' |
State | -2,800 | ' |
Income tax expense | ($7,511) | $67 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate of 34% to Actual Tax Rate (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Tax at federal statutory rate | ($8,592) | ($3,684) |
Permanent items | 128 | 499 |
State taxes | -499 | -609 |
Net operating loss not benefitted | 8,004 | 3,527 |
Acquisition related costs | 1,072 | ' |
Valuation allowance release | -7,923 | ' |
Stock-based compensation | 299 | 334 |
Income tax expense | ($7,511) | $67 |
Income_Taxes_Reconciliation_of1
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate of 34% to Actual Tax Rate (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Federal statutory income tax rate | 34.00% |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Net operating loss carryforwards | $40,828 | $16,275 |
Tax credit carryforwards | 5,210 | ' |
Accruals and reserves | 5,082 | 867 |
Deferred revenue | ' | ' |
Stock-based compensation | 9,034 | 633 |
Fixed assets and intangibles | ' | 36 |
Other | 27 | 1 |
Gross deferred tax assets | 60,181 | 17,812 |
Valuation allowance | -20,995 | -17,342 |
Total deferred tax assets | 39,186 | 470 |
Liabilities: | ' | ' |
Deferred Revenue | -58 | -117 |
Prepaid expenses and other | -1,085 | -353 |
Fixed assets and intangibles | -38,043 | ' |
Total deferred tax liabilities | -39,186 | 470 |
Net deferred tax assets | ' | ' |
Income_Taxes_Reconciliation_of2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Balance at the beginning of the year | $20 | $475 |
Decreases related to prior year tax positions | ' | -475 |
Expiration of statute of limitations | ' | ' |
Current year increases | 2,316 | 20 |
Balance at the end of the year | $2,336 | $20 |
Employee_Benefit_Plan_Addition
Employee Benefit Plan - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Compensation And Retirement Disclosure [Abstract] | ' | ' |
Company's contribution based on employee contribution | 4.00% | ' |
Company's expense related to its benefit plan | $1,100,000 | $685,000 |
Discretionary employer contributions amount | $0 | ' |
Valuation_and_Qualifying_Accou1
Valuation and Qualifying Accounts - Schedule of Valuation and Qualifying Accounts (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Valuation And Qualifying Accounts [Abstract] | ' | ' | ' |
Beginning balance | $142 | $80 | $104 |
Charged to costs and expenses | 351 | 95 | 176 |
Reductions and write-offs | -82 | -33 | -200 |
Ending balance | $411 | $142 | $80 |