Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 4-May-15 | |
Entity Information [Line Items] | ||
Entity Registrant Name | PROS HOLDINGS, INC. | |
Entity Central Index Key | 1392972 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 29,520,236 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $141,660 | $161,019 |
Short-term Investments | 12,487 | 0 |
Accounts and unbilled receivables, net | 58,232 | 71,095 |
Prepaid and other current assets | 7,943 | 8,075 |
Restricted Cash and Cash Equivalents, Current | 100 | 100 |
Total current assets | 220,422 | 240,289 |
Property and equipment, net | 15,175 | 15,788 |
Other long term assets, net | 1,659 | 2,290 |
Total assets | 275,289 | 300,125 |
Current liabilities: | ||
Accounts payable | 8,130 | 10,564 |
Accrued liabilities | 5,551 | 5,355 |
Accrued payroll and other employee benefits | 5,854 | 15,154 |
Deferred revenue | 54,411 | 57,313 |
Total current liabilities | 73,946 | 88,386 |
Long-term deferred revenue | 2,240 | 1,121 |
Convertible Debt, Noncurrent | 111,886 | 110,448 |
Other Liabilities, Noncurrent | 941 | 1,171 |
Total liabilities | 189,013 | 201,126 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized none issued | 0 | 0 |
Common stock, $0.001 par value, 75,000,000 shares authorized; 33,911,986 and 33,477,810 shares issued, respectively; 29,494,401 and 29,060,225 shares outstanding, respectively | 35 | 34 |
Additional paid-in capital | 138,437 | 134,375 |
Treasury stock, 4,417,585 common shares, at cost | -13,938 | -13,938 |
Retained earnings | -33,453 | -19,223 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | -4,805 | -2,249 |
Total stockholders' equity | 86,276 | 98,999 |
Total liabilities and stockholders' equity | 275,289 | 300,125 |
Intangible Assets, Net (Excluding Goodwill) | 17,736 | 20,195 |
Goodwill | $20,297 | $21,563 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for bad debts | $714 | $868 |
Preferred stock - par value | $0.00 | $0.00 |
Preferred stock - shares authorized | 5,000,000 | 5,000,000 |
Preferred stock - shares issued | 0 | 0 |
Common stock - par value | $0.00 | $0.00 |
Common stock - shares authorized | 75,000,000 | 75,000,000 |
Common stock - shares issued | 33,911,986 | 33,477,810 |
Common stock - shares outstanding | 29,494,401 | 29,060,225 |
Treasury stock - shares | 4,417,585 | 4,417,585 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | |
Share data in Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue: | ||
License and implementation | $11,192,000 | $11,863,000 |
Sales Revenue, Services, Net | 9,631,000 | 12,116,000 |
Subscription and Circulation Revenue | 7,300,000 | 4,313,000 |
Total license, service and maintenance revenue | 28,123,000 | 28,292,000 |
Maintenance and support | 15,556,000 | 12,621,000 |
Total revenue | 43,679,000 | 40,913,000 |
Cost of revenue: | ||
License and implementation | 50,000 | 63,000 |
Maintenance and support | 2,937,000 | 2,759,000 |
Total cost of revenue | 8,939,000 | 9,556,000 |
Cost of Goods Sold, Subscription | 3,075,000 | 2,168,000 |
Cost of license, service and subscription | 12,064,000 | 11,787,000 |
Cost of Revenue | 15,001,000 | 14,546,000 |
Gross profit | 28,678,000 | 26,367,000 |
Operating Expenses | ||
Selling and Marketing Expense | 18,193,000 | 14,206,000 |
General and Administrative Expense | 10,598,000 | 8,249,000 |
Research and development | 11,610,000 | 11,022,000 |
Business Combination, Acquisition Related Costs | 0 | 1,390,000 |
Tangible Asset Impairment Charges | 0 | |
Income from operations | -11,723,000 | -8,500,000 |
Convertible debt interest and amortization | -2,185,000 | 0 |
Other income: | ||
Other Nonoperating Income (Expense) | -212,000 | -972,000 |
Income before income tax provision | -14,120,000 | -9,472,000 |
Income tax provision | 110,000 | -560,000 |
Net income | -14,230,000 | -8,455,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -14,230,000 | -8,912,000 |
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | -457,000 |
Business Acquisition, Pro Forma Net Income (Loss) | -8,587,000 | |
Net earnings per share: | ||
Basic | ($0.48) | ($0.29) |
Diluted | ($0.48) | ($0.29) |
Weighted average number of shares: | ||
Basic | 29,375 | 28,668 |
Diluted | 29,375 | |
Other comprehensive income, net of tax: | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | -2,556,000 | -26,000 |
Other comprehensive income | -2,556,000 | -26,000 |
Comprehensive (Income) Loss, Net of Tax, Attributable to Noncontrolling Interest | 0 | -457,000 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | -16,786,000 | -8,938,000 |
Comprehensive income | ($16,786,000) | ($8,481,000) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities: | ||
Net income | ($14,230) | ($8,455) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -14,230 | -8,912 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, Depletion and Amortization | 2,395 | 2,591 |
Amortization of Financing Costs and Discounts | 1,466 | 0 |
Share-based compensation | 7,745 | 4,407 |
Provision for doubtful accounts | -154 | -200 |
Changes in operating assets and liabilities: | ||
Accounts and unbilled receivables | 13,065 | 6,732 |
Prepaid expenses and other assets | 754 | -812 |
Accounts payable | -1,918 | 223 |
Accrued liabilities | 474 | -366 |
Accrued payroll and other employee benefits | -9,304 | -760 |
Deferred revenue | -1,727 | 506 |
Net cash provided by operating activities | -1,434 | 3,409 |
Investing activities: | ||
Purchases of property and equipment | -1,110 | -1,656 |
Internal-use software development costs capitalized | -118 | -730 |
Increase (Decrease) in Restricted Cash | 0 | 37,240 |
Payments for (Proceeds from) Available-for-sale Securities, Short-term | 12,487 | 0 |
Net cash used in investing activities | -13,715 | 12,806 |
Financing activities: | ||
Exercise of stock options | 256 | 944 |
Proceeds from Stock Plans | 382 | 0 |
Tax withholding related to net share settlement of restricted stock units | -4,319 | -12,063 |
Noncontrolling Interest, Increase from Business Combination | 0 | -2,693 |
Net cash (used in) provided by financing activities | -4,196 | -13,812 |
Effect of Exchange Rate on Cash and Cash Equivalents | -14 | -51 |
Net increase in cash and cash equivalents | -19,359 | 2,352 |
Cash and cash equivalents: | ||
Beginning of period | 161,019 | 44,688 |
End of period | 141,660 | 47,040 |
Repayments of Notes Payable | -107 | 0 |
Debt Issuance Cost | -408 | 0 |
Cameleon Acquisition [Member] | ||
Investing activities: | ||
Payments to Acquire Businesses, Net of Cash Acquired | $0 | $22,048 |
Organization_and_Nature_of_Ope
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2015 | |
Organization and Nature of Operations [Abstract] | |
Organization and nature of operations | Organization and Nature of Operations |
PROS Holdings, Inc., a Delaware corporation, through its operating subsidiaries (the "Company"), provides big data software applications that are designed to help companies outperform in their markets by using big data to sell more effectively. The Company applies data science to unlock buying patterns and preferences within transaction data to reveal which opportunities are most likely to close, which offers are most likely to sell and which prices are most likely to win. The Company offers big data software applications to analyze, execute, and optimize sales, pricing, quoting, rebates and revenue management. The Company also provides professional services to implement its software applications as well as business consulting. In addition, the Company provides product maintenance and support to its customers to receive unspecified upgrades, maintenance releases and bug fixes during the term of the support period on a when-and-if-available basis. The Company provides its big data software applications to enterprises across a range of industries, including manufacturing, distribution, services, and travel. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Notes) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Accounting Policies [Abstract] | |||||||
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies | ||||||
The accompanying unaudited condensed consolidated financial statements reflect the application of significant accounting policies as described below and elsewhere in these notes to the condensed consolidated financial statements. | |||||||
Basis of presentation | |||||||
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, the accompanying interim unaudited condensed consolidated financial statements include all adjustments necessary for a fair statement of the financial position of the Company as of March 31, 2015, the results of operations for the three months ended March 31, 2015 and cash flows for the three months ended March 31, 2015. | |||||||
Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (“Annual Report”) filed with the SEC. The condensed consolidated balance sheet as of December 31, 2014 was derived from the Company’s audited consolidated financial statements but does not include all disclosures required under GAAP. | |||||||
Certain prior year amounts have been reclassified to conform to the current period financial statement presentation. These changes did not impact the results of operations, cash flows, or financial position of the Company. | |||||||
In addition, in connection with the preparation of the Company’s financial statements for the year ended December 31, 2014, the Company revised the classification of the amortization expense of developed technology arising from acquisitions. The amortization expense was previously recorded within research and development expenses as a component of operating expenses and was reclassified as a component of cost of revenue. Accordingly, the Condensed Consolidated Statement of Comprehensive Income was adjusted for the period ended March 31, 2014 to increase cost of revenue and reduce gross profit by $0.5 million, respectively. Research and development expenses were reduced by the same adjustments resulting in no change to reported net income attributable to the Company or basic or diluted net earnings attributable to common stock per share. The revision was not deemed material to the Consolidated Statement of Comprehensive Income. | |||||||
Basis of consolidation | |||||||
The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The functional currency of PROS France SAS, previously known as Cameleon Software SA ("Cameleon"), is the Euro. The financial statements of this subsidiary are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and average rates of exchange for the period for revenue and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. | |||||||
Dollar amounts | |||||||
The dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of dollars, except per share amounts, or as noted within the context of each footnote disclosure. | |||||||
Use of estimates | |||||||
The Company makes estimates and assumptions in the preparation of its unaudited condensed consolidated financial statements, and its estimates and assumptions may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. The complexity and judgment required in the Company’s estimation process, as well as issues related to the assumptions, risks and uncertainties inherent in the application of the percentage-of-completion method of accounting, affect the amounts of revenue, expenses, unbilled receivables and deferred revenue. Estimates are also used for, but not limited to, receivables, allowance for doubtful accounts, useful lives of assets, depreciation and amortization, income taxes and deferred tax asset valuation, valuation of stock options, other current liabilities and accrued liabilities. Numerous internal and external factors can affect estimates. The critical accounting policies related to the estimates and judgments are discussed in the Company’s Annual Report under management’s discussion and analysis of financial condition and results of operations. There have been no significant changes to the Company’s critical accounting policies as described in the Company’s Annual Report. | |||||||
Revenue recognition | |||||||
The Company derives its revenue from the licensing and implementation of software solutions and associated software maintenance and support. The Company also offers nonsoftware related SaaS and cloud-based services, which is a smaller but faster growing component of revenue. The Company’s arrangements with customers typically include: (a) license or SaaS fees paid for the use of software solutions either in perpetuity or over a specified term and implementation fees for configuration, implementation and training services and (b) maintenance and support fees related to technical support and software updates. If there is significant uncertainty about contract completion or collectability is not reasonably assured, revenue is deferred until the uncertainty is sufficiently resolved or collectability is reasonably assured. In addition, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred and fees are fixed or determinable. | |||||||
In determining whether professional services revenue should be accounted for separately from license revenue, the Company evaluates whether the professional services are considered essential to the functionality of the software using factors such as: the nature of its software products; whether they are ready for use by the customer upon receipt; the nature of professional services; the availability of services from other vendors; whether the timing of payments for license revenue coincides with performance of services; and whether milestones or acceptance criteria exist that affect the realizability of the software license fee. | |||||||
If the Company determines that professional services revenue should not be accounted for separately from license revenue, the license revenue is recognized together with the professional services revenue using the percentage-of-completion method or completed contract method. The completed contract method is also used for contracts where there is a risk over final acceptance by the customer or for contracts that are short-term in nature. | |||||||
The percentage-of-completion method is measured by the percentage of man-days incurred during the reporting period as compared to the estimated total man-days necessary for each contract for implementation of the software solutions. The Company measures performance under the percentage-of-completion method using the total man-day method based on current estimates of man-days to complete the project. The Company believes that for each such project, man-days expended in proportion to total estimated man-days at completion represents the most reliable and meaningful measure for determining a project’s progress toward completion. Under our fixed-fee arrangements, should a loss be anticipated on a contract, the full amount is recorded when the loss is determinable. | |||||||
The Company also licenses software solutions under term license agreements that typically include maintenance during the license term. When maintenance is included for the entire term of the license, there is no renewal rate and the Company has not established vendor specific objective evidence ("VSOE") of fair value for the maintenance on term licenses. For term license agreements, revenue and the associated costs are deferred until the delivery of the solution and recognized ratably over the remaining license term. | |||||||
For arrangements that include cloud-based services, the Company allocates the arrangement consideration between the service and other elements and recognizes the cloud-based services fee ratably beginning on the date the customer commences use of those services and continues through the end of the service term. | |||||||
The Company’s customer arrangements typically contain multiple elements that include software license, professional services and post-implementation maintenance and support. For multiple element arrangements containing our nonsoftware services, the Company must (1) determine whether and when each element has been delivered; (2) determine fair value of each element using the selling price hierarchy of VSOE of fair value, third party evidence ("TPE"), or best estimate of selling price ("BESP"), as applicable; and (3) allocate the total price among the various elements based on the relative selling price method. | |||||||
For multiple-element arrangements that contain software and nonsoftware elements such as the Company's cloud-based service offerings, the Company allocates revenue between the software and software related elements as a group and any nonsoftware elements based on a relative fair value allocation. The Company determines fair value for each deliverable using the selling price hierarchy described above and utilizes VSOE of fair value if it exists. | |||||||
In certain instances, the Company may not be able to establish VSOE for all deliverables in an arrangement with multiple elements. This may be due to infrequently selling each element separately, not pricing solutions or services within a narrow range, or only having a limited sales history. In addition, third party evidence may not be available. When the Company is unable to establish selling prices using VSOE or TPE, it uses BESP in the allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. For transactions that only include software and software-related elements, the Company continues to account for such arrangements under the software revenue recognition standards which require it to establish VSOE of fair value to allocate arrangement consideration to multiple deliverables. | |||||||
Maintenance and support revenue includes post-implementation customer support and the right to unspecified software updates and enhancements on a when and if available basis. The Company recognizes revenue from maintenance arrangements ratably over the period in which the services are provided. | |||||||
Revenue that has been recognized, but for which the Company has not invoiced the customer, is recorded as unbilled receivables. Invoices that have been issued before revenue has been recognized are recorded as deferred revenue in the accompanying consolidated balance sheets. | |||||||
Business Combinations | |||||||
We record tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting. Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition. | |||||||
Significant management judgments and assumptions are required in determining the fair value of acquired assets and liabilities, particularly intangible assets. The valuation of purchased intangible assets is based upon estimates of the future performance and cash flows from the acquired business. Each asset is measured at fair value from the perspective of a market participant. | |||||||
The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill, provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s condensed consolidated statements of operations. | |||||||
Internal-use software | |||||||
Costs incurred to develop internal-use software during the development stage are capitalized, stated at cost, and depreciated using the straight-line method over the estimated useful lives of the assets. Development stage costs generally include salaries and personnel costs and third party contractor expenses associated with internal-use software configuration, coding, installation and testing. The Company capitalized internal-use software development costs related to cloud-based offerings of $0.1 million and $0.7 million for the three months ended March 31, 2015 and 2014, respectively. Capitalized internal-use software development costs related to our cloud-based offerings are amortized using the straight-line method over the useful life of the asset. For the three months ended March 31, 2015 and 2014, the Company amortized zero and $0.1 million, respectively, of capitalized internal-use software development costs. Capitalized software for internal use is included in property and equipment, net in the unaudited condensed consolidated balance sheets. Amortization of capitalized internal-use software development costs is included in cost of subscription revenues in the accompanying unaudited condensed consolidated statements of comprehensive income. | |||||||
Impairment of long-lived assets | |||||||
Long-lived assets are reviewed for impairment whenever an event or change in circumstances indicates that the carrying amount of an asset or group of assets may not be recoverable. The impairment review includes comparison of future cash flows expected to be generated by the asset or group of assets with the associated assets’ carrying value. If the carrying value of the asset or group of assets exceeds its expected future cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent that the carrying amount of the asset exceeds its fair value. The Company recorded no impairment charges during the three months ended March 31, 2015 and 2014. | |||||||
Noncash share-based compensation | |||||||
The Company measures all share-based payments to its employees based on the grant date fair value of the awards and recognizes expenses in the Company’s unaudited consolidated statement of comprehensive income on a straight-line basis over the periods during which the recipient is required to perform services (generally over the vesting period of the awards). To date, the Company has granted stock options, Restricted Stock Units (“RSUs”), stock settled Stock Appreciation Rights (“SARs”), and Market Stock Units (“MSUs”). RSUs include both time-based awards as well as performance-based awards in which the number of shares that vest upon satisfying certain conditions from binding customer agreements for the provision of configure, price, and quote ("CPQ") solutions. MSUs are performance-based awards in which the number of shares that vest are based upon the Company’s relative stockholder return. | |||||||
The following table presents the number of shares or units outstanding for each award type as of March 31, 2015 and December 31, 2014, respectively, (in thousands): | |||||||
Award type | March 31, 2015 | December 31, 2014 | |||||
Stock options | 925 | 961 | |||||
Restricted stock units (time based) | 2,171 | 1,830 | |||||
Restricted stock units (performance based) | 32 | 34 | |||||
Stock appreciation rights | 621 | 673 | |||||
Market stock units | 563 | 444 | |||||
Stock options, time based RSUs and SARs vest ratably between one and four years. The actual number of MSUs that will be eligible to vest is based on the total stockholder return of the Company relative to the total stockholder return of the Russell 2000 Index (“Index”) over their respective performance periods, as defined by each award's plan documents. The Company did not grant any stock options or SARs during the three month period ended March 31, 2015 and 2014. | |||||||
The fair value of the RSUs is based on the closing price of the Company’s stock on the date of grant. | |||||||
The Company estimates the fair value of MSUs on the date of grant using a Monte Carlo simulation model. The determination of fair value of the MSUs is affected by the Company’s stock price and a number of assumptions including the expected volatilities of the Company’s stock and the Index, its risk-free interest rate and expected dividends. The Company’s expected volatility at the date of grant was based on the historical volatilities of the Company and the Index over the performance period. | |||||||
The weighted average assumptions used to value the MSUs granted during the three months ended March 31, 2015 were as follows: | |||||||
March 31, 2015 | |||||||
Volatility | 42.06% | ||||||
Risk-free interest rate | 0.89% | ||||||
Expected option life in years | 2.95 | ||||||
Dividend yield | — | ||||||
Earnings per share | |||||||
The Company computes basic earnings (loss) per share by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares and dilutive potential common shares then outstanding. Diluted earnings per share reflect the assumed conversion of all dilutive securities, using the treasury stock method. Dilutive potential common shares consist of shares issuable upon the exercise of stock options, shares of unvested restricted stock units, and settlement of stock appreciation rights. When the Company incurs a net loss, the effect of the Company’s outstanding stock options, stock appreciation rights and restricted stock units are not included in the calculation of diluted earnings (loss) per share as the effect would be anti-dilutive. Accordingly, basic and diluted net loss per share are identical. | |||||||
Short-term investments | |||||||
The Company's investments are available-for-sale commercial paper that are recorded at fair value in the consolidated balance sheets. Unrealized gains and losses on available-for-sale securities are recorded, net of tax, as a component of accumulated other comprehensive income (loss), unless impairment is considered to be other-than-temporary. Other-than-temporary unrealized losses on available-for-sale securities are generally recorded in gain (loss) on investments, net, in the consolidated statements of comprehensive income unless certain criteria are met. The primary factors considered when determining if a charge must be recorded because a decline in the fair value of an investment is other-than-temporary include whether: (i) the fair value of the investment is significantly below our cost basis; (ii) the financial condition of the issuer of the security has deteriorated; (iii) if a debt security, it is probable that we will be unable to collect all amounts due according to the contractual terms of the security; (iv) the decline in fair value has existed for an extended period of time; (v) if a debt security, such security has been downgraded by a rating agency; and (vi) we have the intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value. Investments with remaining maturities of twelve months or less are classified as short-term investments. Investments with remaining maturities of more than twelve months are classified as long-term investments. All of the Company's investments had contractual maturities of less than twelve months as of March 31, 2015. | |||||||
Fair value measurement | |||||||
The Company’s financial assets that are measured at fair value on a recurring basis consisted of $116.5 million and $135.3 million invested in treasury money market funds at March 31, 2015 and December 31, 2014, respectively. The fair value of these accounts is determined based on quoted market prices, which represents level 1 in the fair value hierarchy as defined by Accounting Standard Codification ("ASC") 820, “Fair Value Measurement and Disclosure.” | |||||||
The fair value of the Company's short-term investments which are available-for-sale commercial paper was $12.5 million as of March 31, 2015. The fair value of these accounts is determined based on quoted market prices for similar assets in active markets, which represents level 2 in the fair value hierarchy. The Company recorded an immaterial amount of unrealized loss related to the short-term investments for the quarter ended March 31, 2015. | |||||||
Deferred revenue and unbilled receivables | |||||||
Software license and implementation services that have been performed, but for which the Company has not invoiced the customer, are recorded as unbilled receivables, and invoices that have been issued before the software license and implementation services have been performed are recorded as deferred revenue in the accompanying unaudited condensed consolidated balance sheets. | |||||||
Credit Facility | |||||||
As of March 31, 2015, the Company had no outstanding borrowings under the Company's $50 million secured Credit Agreement ("Revolver"), and $0.1 million of unamortized debt issuance costs related to the Revolver is included in other long-term assets in the condensed consolidated balance sheets. For each of the three months ended March 31, 2015 and 2014, $12,500 of debt issuance cost amortization is included in Other Expense, net in the unaudited condensed consolidated statements of comprehensive income. | |||||||
Income taxes | |||||||
The Company recorded an income tax provision (benefit) for the three months ended March 31, 2015 and 2014 of $0.1 million and $(0.6) million primarily related to foreign income taxes and state taxes not based on net income. The effective tax rate for the three months ended March 31, 2015 and 2014 was (1)% and 6%, respectively. The income tax rates vary from the Federal and state statutory rates primarily due to the valuation allowances on the Company’s deferred tax assets, foreign and state taxes. The Company estimates its annual effective tax rate at the end of each quarterly period. Jurisdictions with a projected loss for the year where no tax benefit can be recognized due to the valuation allowances on the Company’s deferred tax assets are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rates during a particular quarter depending on the mix and timing of actual earnings versus annual projections. | |||||||
The Internal Revenue Service is currently examining the Company’s 2009 R&E credit, and at the present time, there is no indication of the potential outcome. The Company is not aware of any other significant audits in progress at this time. | |||||||
Recent Accounting Pronouncements | |||||||
In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, "Revenue from Contracts with Customers (Topic 606)," which supersedes nearly all existing revenue recognition guidance under GAAP. The new guidance will be effective for fiscal year 2017, including interim periods within that reporting period, using one of two prescribed retrospective methods. No early adoption is permitted. In April 2015, the FASB announced a proposal to defer the effective date by one year, with early adoption on the original effective date permitted. The Company is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on their consolidated financial statements and related disclosures. | |||||||
In April 2015, the FASB issued Accounting Standards Update (ASU) 2015-03, "Simplifying the Presentations of Debt Issuance Costs", which requires debt issuance cost to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. This new standard will be effective for interim and annual periods beginning on January 1, 2016, and is required to be retrospectively adopted. Adoption of this new standard is not expected to have a material impact on the Company's consolidated balance sheets or related disclosures. | |||||||
With the exception of the new revenue standard discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2015, as compared to the recent accounting pronouncements described in our Annual Report on Form 10-K for the year ended December 31, 2014, that are of significance or potential significance to the Company. |
Business_Combination
Business Combination | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Business Combinations [Abstract] | ||||||||
Business Combination Disclosure [Text Block] | Business Combinations | |||||||
PROS France SAS | ||||||||
In October 2013, the Company entered into a tender offer agreement with PROS France, previously known as Cameleon Software SA ("Cameleon"), indicating the Company's intent to acquire Cameleon through the tender offer for all of the outstanding share capital of Cameleon in an all cash tender offer. In January 2014, the Company announced that the initial tender offer for Cameleon was successful and upon completion of the initial tender offer, the Company controlled 81.7% of Cameleon’s common stock and 94.0% of Cameleon’s outstanding warrants, inclusive of the commitments from Cameleon's management regarding their Cameleon free shares. As a result of shares purchased by the Company in the market following the completion of the initial tender, the exercise of Cameleon warrants in July 2014, and the completion of a second tender in November 2014, the Company now controls 100.0% of Cameleon's common stock. The Company acquired Cameleon for total cash consideration of approximately $32 million, net of cash acquired. | ||||||||
During the three months ended March 31, 2015 and 2014, the Company incurred acquisition-related costs of zero and $0.7 million, respectively, consisting primarily of the cost for the retention of key employees, advisory and legal fees. | ||||||||
All of the assets acquired and the liabilities assumed in the transaction have been recognized at their acquisition date fair values at January 8, 2014. | ||||||||
The final allocation of the purchase price for Cameleon is as follows (in thousands): | ||||||||
Cash and cash equivalents | $ | 7,086 | ||||||
Accounts receivables | 10,395 | |||||||
Prepaid and other assets | 1,418 | |||||||
Intangible assets | 18,653 | |||||||
Goodwill | 15,717 | |||||||
Accounts payable and accrued liabilities | (12,539 | ) | ||||||
Deferred revenue | (5,392 | ) | ||||||
Non-controlling interest | (6,204 | ) | ||||||
Net assets acquired | $ | 29,134 | ||||||
The following are the identifiable intangible assets acquired (in thousands) and their respective useful lives: | ||||||||
Useful Life | ||||||||
Amount | (years) | |||||||
Trade Name | $ | 1,020 | 8 | |||||
Customer Relationships | 1,455 | 5-Feb | ||||||
Maintenance Relationships | 3,808 | 8 | ||||||
Developed Technology | 11,147 | 7 | ||||||
Other | 1,223 | 2 | ||||||
Total | $ | 18,653 | ||||||
In performing the purchase price allocation, the Company considered, among other factors, its anticipated future use of the acquired assets, analysis of historical financial performance, and estimates of future cash flows from Cameleon's products and services. The allocation resulted in acquired intangible assets of $18.7 million. The acquired intangible assets consisted of developed technology, customer and maintenance relationships, a trade name and other intangible assets and were valued using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital. Additionally, the Company assumed certain liabilities in the acquisition, including deferred revenue to which a fair value of $5.4 million was ascribed using a cost-plus profit approach. | ||||||||
Liabilities assumed include $2.7 million related to the Company's offer to pay an additional €0.15 per share cash premium to the Cameleon stock and warrant holders tendering their shares and warrants in the initial tender offer if the Company acquired at least 95% of the share capital and voting rights of Cameleon on a fully diluted basis on or before December 31, 2014. The Company recorded this liability at fair value as the Company expected to meet this threshold prior to December 31, 2014 and ultimately settled the contingent liability related to the share premium in December 2014 for $2.2 million. In addition, the net assets acquired include contingent consideration of $1.4 million related to the committed purchase of free shares owned by Cameleon management. | ||||||||
Goodwill of $15.7 million represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets, and represents the expected synergistic benefits of the transaction, the knowledge and experience of Cameleon's workforce in place, and the expectation that the combined company’s complementary products will significantly broaden the Company’s CPQ solution offering. The Company believes the combined company will benefit from a broader global presence and, with the Company’s direct sales force and larger channel coverage, significant cross selling opportunities. None of the goodwill is expected to be currently deductible for tax purposes. In accordance with applicable accounting standards, goodwill will not be amortized but instead is tested for impairment at least annually, or, more frequently if certain indicators are present. In the event that the management of the combined company determines that the value of goodwill has become impaired, the combined company will incur an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made. | ||||||||
SignalDemand, Inc. | ||||||||
In December 2013, the Company acquired SignalDemand, Inc. for total cash consideration of $13.5 million. All of the assets acquired and the liabilities assumed in the transaction were recognized at their acquisition date fair values at December 16, 2013, which included $7.2 million of goodwill. | ||||||||
Pro Forma Financial Information | ||||||||
The unaudited financial information in the table below summarizes the combined results of operations of the Company and Cameleon, on a pro forma basis, as though the Company had acquired Cameleon on January 1, 2013. The pro forma information for all periods presented also includes the effect of business combination accounting resulting from the acquisition, including amortization charges from acquired intangible assets. | ||||||||
Three months ended March 31, | ||||||||
(in thousands, except earnings per share) | 2015 | 2014 | ||||||
Total revenue | $ | 43,679 | $ | 41,165 | ||||
Net loss attributable to PROS Holdings, Inc. | (14,230 | ) | (8,587 | ) | ||||
Earnings per share - basic and diluted | $ | (0.48 | ) | $ | (0.30 | ) |
Earnings_per_Share_Note
Earnings per Share (Note) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Earnings per Share | Earnings per Share | |||||||
The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2015 and 2014: | ||||||||
For the Three Months Ended March 31, | ||||||||
(in thousands, except per share data) | 2015 | 2014 | ||||||
Numerator: | ||||||||
Net loss attributable to PROS Holdings, Inc. | $ | (14,230 | ) | $ | (8,455 | ) | ||
Denominator: | ||||||||
Weighted average shares (basic) | 29,375 | 28,668 | ||||||
Dilutive effect of potential common shares | — | — | ||||||
Weighted average shares (diluted) | 29,375 | 28,668 | ||||||
Basic earnings per share | $ | (0.48 | ) | $ | (0.29 | ) | ||
Diluted earnings per share | $ | (0.48 | ) | $ | (0.29 | ) | ||
Dilutive potential common shares consist of shares issuable upon the exercise of stock options, settlement of SARs, and the vesting of RSUs and MSUs. Potential common shares determined to be antidilutive and excluded from diluted weighted average shares outstanding were approximately 2,181,559 and 2,150,629 for the three months ended March 31, 2015 and 2014, respectively. Basic shares were used to calculate loss per share for the three months ended March 31, 2015 and 2014. | ||||||||
Since the Company will settle the principal amount of our Senior Notes (see Note 6) in cash, the treasury stock method is expected to be used for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread will have a dilutive impact on diluted net income per share of common stock when the average market price of common stock for a given period exceeds the conversion price of $33.79 per share. |
Noncash_Sharebased_Compensatio
Noncash Share-based Compensation (Note) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Noncash Share-based Compensation [Abstract] | ||||||||
Noncash Share-based Compensation | Noncash Share-based Compensation | |||||||
During the three months ended March 31, 2015, the Company granted 892,250 shares of RSUs with a weighted average grant-date fair value of $25.74 per share. The Company granted 131,400 MSUs with a weighted average grant-date fair value of $32.45 to certain executive employees during the three months ended March 31, 2015. These MSUs vest on January 1, 2018 and March 3, 2018, respectively, and the actual number of MSUs that will be eligible to vest is based on the total stockholder return of the Company relative to the total stockholder return of the Index over the Performance Period, as defined by each award's plan documents or individual award agreements. The Company did not grant any stock options or SARs during the three months ended March 31, 2015. | ||||||||
Share-based compensation expense is allocated to expense categories on the unaudited condensed consolidated statements of comprehensive income. The following table summarizes share-based compensation expense included in the Company’s unaudited condensed consolidated statements of comprehensive income for the three months ended March 31, 2015 and 2014: | ||||||||
For the Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Share-based compensation: | ||||||||
Cost of revenue | $ | 1,013 | $ | 722 | ||||
Operating expenses: | ||||||||
Selling and marketing | 2,032 | 1,189 | ||||||
General and administrative | 3,348 | 1,483 | ||||||
Research and development | 1,352 | 965 | ||||||
Total included in operating expenses | 6,732 | 3,637 | ||||||
Total share-based compensation expense | $ | 7,745 | $ | 4,359 | ||||
In January 2015, the number of shares available for issuance increased by 900,000 to 9,068,000 under an evergreen provision in the Company's 2007 Equity Incentive Plan ("2007 Stock Plan"). As of March 31, 2015, 866,037 shares remained available for issuance under the 2007 Stock Plan. | ||||||||
At March 31, 2015, the Company had an estimated $63.7 million of total unrecognized compensation costs related to share-based compensation arrangements. These costs will be recognized over a weighted average period of 2.8 years. | ||||||||
In June 2013, the Board of Directors authorized an Employee Stock Purchase Plan (“ESPP”) which provides for eligible employees to purchase shares on an after-tax basis in an amount between 1% and 10% of their annual pay: (i) on June 30 of each year at a 5% discount of the fair market value of our common stock on January 1 or June 30, whichever is lower, and (ii) on December 31 of each year at a 5% discount of the fair market value of our common stock on July 1 or December 31, whichever is lower. An employee may not purchase more than $5,000 in either of the six-month measurement periods described above or more than $10,000 annually. During the quarter ended March 31, 2015, the Company issued 14,793 shares under the ESPP. As of March 31, 2015, 471,815 shares remain authorized and available for issuance under the ESPP. As of March 31, 2015, the Company held approximately $0.2 million on behalf of employees for future purchases under the ESPP and this amount was recorded in accrued liabilities in the Company's unaudited condensed consolidated balance sheet. |
Convertible_debt_Notes
Convertible debt (Notes) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-term Debt [Text Block] | 6. Convertible Senior Notes | |||||||
2.0% Convertible Senior Notes Due December 1, 2019 | ||||||||
In December 2014, the Company issued $143.8 million aggregate principal amount of 2% convertible Senior Notes (the "Senior Notes") due December 1, 2019, unless earlier purchased by the Company or converted. Interest is payable semiannually in arrears on June 1 and December 1 of each year, commencing on June 1, 2015. | ||||||||
The Senior Notes are governed by an Indenture between the Company, as issuer, and Wilmington Trust, National Association, as trustee. The Senior Notes are the Company's general unsecured obligations and will rank senior in right of payment to all of the Company's indebtedness that is expressly subordinated in right of payment to the Senior Notes, will rank equally in right of payment with all of Company's existing and future liabilities that are not so subordinated, will be effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness and will be structurally subordinated to all indebtedness and other liabilities (including trade payables but excluding intercompany obligations owed to the Company or its subsidiaries). | ||||||||
Upon conversion of the Senior Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. | ||||||||
The initial conversion rate for the Senior Notes will be 29.5972 shares of common stock per $1,000 in principal amount of Senior Notes, equivalent to a conversion price of approximately $33.79 per share of common stock. Throughout the term of the Senior Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the Senior Notes will not receive any cash payment representing accrued and unpaid interest upon conversion. Accrued but unpaid interest will be deemed to be paid in full upon conversion rather than canceled, extinguished or forfeited. Holders may convert their Senior Notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2019 only under the following circumstances: | ||||||||
• | during any calendar quarter commencing after the calendar quarter ending on March 31, 2015, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; | |||||||
• | during the five consecutive business day period immediately following any five consecutive trading day period in which the trading price per $1,000 principal amount of Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or | |||||||
• | upon the occurrence of specified corporate events. | |||||||
On or after September 1, 2019 to the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Senior Notes regardless of the above. Upon conversion, the Company will pay or deliver cash, shares of its common stock or a combination of cash and shares of its common stock, at its election, as described in the indenture. | ||||||||
As of March 31, 2015, the Senior Notes are not yet convertible. | ||||||||
In accounting for the issuance of the Senior Notes, the Company separated the Senior Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the face value of the Senior Notes as a whole. The excess of the principal amount of the liability component over its carrying amount ("debt discount") is amortized to interest expense over the term of the Senior Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. | ||||||||
In accounting for the transaction costs related to the Senior Notes issuance, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Issuance costs attributable to the liability component, totaling $4.3 million, are being amortized to expense over the term of the Senior Notes, and issuance costs attributable to the equity component, totaling $1.2 million, were netted with the equity component in stockholders' equity. Additionally, the Company recorded a nominal deferred tax asset on a portion of the equity component transaction costs which are deductible for tax purposes. | ||||||||
The Senior Notes consist of the following (in thousands): | ||||||||
31-Mar-15 | 31-Dec-14 | |||||||
Liability component: | ||||||||
Principal | $ | 143,750 | $ | 143,750 | ||||
Less: debt discount, net of amortization | (31,864 | ) | (33,302 | ) | ||||
Net carrying amount | $ | 111,886 | $ | 110,448 | ||||
Equity component (1) | $ | 28,714 | $ | 28,714 | ||||
(1) Recorded in the consolidated balance sheet within additional paid-in capital, net of $1.2 million issuance cost in equity. | ||||||||
The following table sets forth total interest expense recognized related to the Senior Notes (in thousands): | ||||||||
Three Months Ended March 31, 2015 | ||||||||
2.0% coupon | $ | 719 | ||||||
Amortization of debt issuance costs | 195 | |||||||
Amortization of debt discount | 1,271 | |||||||
Total | $ | 2,185 | ||||||
As of March 31, 2015, the fair value of the Senior Notes was $115.8 million. The fair value was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price, interest rates and carrying value of the debt instrument (carrying value excludes the equity component of the Company's convertible notes classified in equity), which represents level 2 in the fair value hierarchy. | ||||||||
Note Hedge | ||||||||
To minimize the impact of potential economic dilution upon conversion of the Senior Notes, the Company entered into convertible note hedge transactions with respect to its common stock (the "Note Hedge"). In December 2014, the Company paid an aggregate amount of $29.4 million for the Note Hedge. The Note Hedge will expire upon maturity of the Senior Notes. The Note Hedge is intended to offset the potential dilution upon conversion of the Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount upon conversion of the Senior Notes in the event that the market value per share of the Company's common stock, as measured under the Senior Notes, is greater than the strike price of the Note Hedge, which initially corresponds to the conversion price of the Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Senior Notes. The Note Hedge is a separate transaction, entered into by the Company and is not part of the Senior Notes or the Warrant, and has been accounted for as part of additional paid-in capital. | ||||||||
Warrant | ||||||||
Separately, in December 2014, the Company entered into warrant transactions (the "Warrant"), whereby the Company sold warrants to acquire shares of the Company's common stock at a strike price of $45.48 per share. The Company received aggregate proceeds of $17.1 million from the sale of the Warrant. If the average market value per share of the Company's common stock for the reporting period, as measured under the Warrant, exceeds the strike price of the Warrant, the Warrant will have a dilutive effect on the Company's earnings per share. The Warrant is a separate transaction, entered into by the Company and is not part of the Senior Notes or the Note Hedge, and has been accounted for as part of additional paid-in capital. Holders of the Senior Notes and Note Hedge will not have any rights with respect to the Warrant. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
Litigation | |
In the ordinary course of business, the Company regularly becomes involved in contract and other negotiations and, in more limited circumstances, becomes involved in legal proceedings, claims and litigation. The outcomes of these matters are inherently unpredictable. The Company is not currently involved in any outstanding litigation that it believes, individually or in the aggregate, will have a material adverse effect on its business, financial condition, results of operations or cash flows. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Accounting Policies [Abstract] | |||||||
Basis of presentation | Basis of presentation | ||||||
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, the accompanying interim unaudited condensed consolidated financial statements include all adjustments necessary for a fair statement of the financial position of the Company as of March 31, 2015, the results of operations for the three months ended March 31, 2015 and cash flows for the three months ended March 31, 2015. | |||||||
Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (“Annual Report”) filed with the SEC. The condensed consolidated balance sheet as of December 31, 2014 was derived from the Company’s audited consolidated financial statements but does not include all disclosures required under GAAP. | |||||||
Certain prior year amounts have been reclassified to conform to the current period financial statement presentation. These changes did not impact the results of operations, cash flows, or financial position of the Company. | |||||||
In addition, in connection with the preparation of the Company’s financial statements for the year ended December 31, 2014, the Company revised the classification of the amortization expense of developed technology arising from acquisitions. The amortization expense was previously recorded within research and development expenses as a component of operating expenses and was reclassified as a component of cost of revenue. Accordingly, the Condensed Consolidated Statement of Comprehensive Income was adjusted for the period ended March 31, 2014 to increase cost of revenue and reduce gross profit by $0.5 million, respectively. Research and development expenses were reduced by the same adjustments resulting in no change to reported net income attributable to the Company or basic or diluted net earnings attributable to common stock per share. The revision was not deemed material to the Consolidated Statement of Comprehensive Income. | |||||||
Basis of consolidation | Basis of consolidation | ||||||
The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The functional currency of PROS France SAS, previously known as Cameleon Software SA ("Cameleon"), is the Euro. The financial statements of this subsidiary are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and average rates of exchange for the period for revenue and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. | |||||||
Dollar amounts | Dollar amounts | ||||||
The dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of dollars, except per share amounts, or as noted within the context of each footnote disclosure. | |||||||
Use of estimates | Use of estimates | ||||||
The Company makes estimates and assumptions in the preparation of its unaudited condensed consolidated financial statements, and its estimates and assumptions may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. The complexity and judgment required in the Company’s estimation process, as well as issues related to the assumptions, risks and uncertainties inherent in the application of the percentage-of-completion method of accounting, affect the amounts of revenue, expenses, unbilled receivables and deferred revenue. Estimates are also used for, but not limited to, receivables, allowance for doubtful accounts, useful lives of assets, depreciation and amortization, income taxes and deferred tax asset valuation, valuation of stock options, other current liabilities and accrued liabilities. Numerous internal and external factors can affect estimates. The critical accounting policies related to the estimates and judgments are discussed in the Company’s Annual Report under management’s discussion and analysis of financial condition and results of operations. There have been no significant changes to the Company’s critical accounting policies as described in the Company’s Annual Report. | |||||||
Revenue recognition | Revenue recognition | ||||||
The Company derives its revenue from the licensing and implementation of software solutions and associated software maintenance and support. The Company also offers nonsoftware related SaaS and cloud-based services, which is a smaller but faster growing component of revenue. The Company’s arrangements with customers typically include: (a) license or SaaS fees paid for the use of software solutions either in perpetuity or over a specified term and implementation fees for configuration, implementation and training services and (b) maintenance and support fees related to technical support and software updates. If there is significant uncertainty about contract completion or collectability is not reasonably assured, revenue is deferred until the uncertainty is sufficiently resolved or collectability is reasonably assured. In addition, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred and fees are fixed or determinable. | |||||||
In determining whether professional services revenue should be accounted for separately from license revenue, the Company evaluates whether the professional services are considered essential to the functionality of the software using factors such as: the nature of its software products; whether they are ready for use by the customer upon receipt; the nature of professional services; the availability of services from other vendors; whether the timing of payments for license revenue coincides with performance of services; and whether milestones or acceptance criteria exist that affect the realizability of the software license fee. | |||||||
If the Company determines that professional services revenue should not be accounted for separately from license revenue, the license revenue is recognized together with the professional services revenue using the percentage-of-completion method or completed contract method. The completed contract method is also used for contracts where there is a risk over final acceptance by the customer or for contracts that are short-term in nature. | |||||||
The percentage-of-completion method is measured by the percentage of man-days incurred during the reporting period as compared to the estimated total man-days necessary for each contract for implementation of the software solutions. The Company measures performance under the percentage-of-completion method using the total man-day method based on current estimates of man-days to complete the project. The Company believes that for each such project, man-days expended in proportion to total estimated man-days at completion represents the most reliable and meaningful measure for determining a project’s progress toward completion. Under our fixed-fee arrangements, should a loss be anticipated on a contract, the full amount is recorded when the loss is determinable. | |||||||
The Company also licenses software solutions under term license agreements that typically include maintenance during the license term. When maintenance is included for the entire term of the license, there is no renewal rate and the Company has not established vendor specific objective evidence ("VSOE") of fair value for the maintenance on term licenses. For term license agreements, revenue and the associated costs are deferred until the delivery of the solution and recognized ratably over the remaining license term. | |||||||
For arrangements that include cloud-based services, the Company allocates the arrangement consideration between the service and other elements and recognizes the cloud-based services fee ratably beginning on the date the customer commences use of those services and continues through the end of the service term. | |||||||
The Company’s customer arrangements typically contain multiple elements that include software license, professional services and post-implementation maintenance and support. For multiple element arrangements containing our nonsoftware services, the Company must (1) determine whether and when each element has been delivered; (2) determine fair value of each element using the selling price hierarchy of VSOE of fair value, third party evidence ("TPE"), or best estimate of selling price ("BESP"), as applicable; and (3) allocate the total price among the various elements based on the relative selling price method. | |||||||
For multiple-element arrangements that contain software and nonsoftware elements such as the Company's cloud-based service offerings, the Company allocates revenue between the software and software related elements as a group and any nonsoftware elements based on a relative fair value allocation. The Company determines fair value for each deliverable using the selling price hierarchy described above and utilizes VSOE of fair value if it exists. | |||||||
In certain instances, the Company may not be able to establish VSOE for all deliverables in an arrangement with multiple elements. This may be due to infrequently selling each element separately, not pricing solutions or services within a narrow range, or only having a limited sales history. In addition, third party evidence may not be available. When the Company is unable to establish selling prices using VSOE or TPE, it uses BESP in the allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. For transactions that only include software and software-related elements, the Company continues to account for such arrangements under the software revenue recognition standards which require it to establish VSOE of fair value to allocate arrangement consideration to multiple deliverables. | |||||||
Maintenance and support revenue includes post-implementation customer support and the right to unspecified software updates and enhancements on a when and if available basis. The Company recognizes revenue from maintenance arrangements ratably over the period in which the services are provided. | |||||||
Revenue that has been recognized, but for which the Company has not invoiced the customer, is recorded as unbilled receivables. Invoices that have been issued before revenue has been recognized are recorded as deferred revenue in the accompanying consolidated balance sheets. | |||||||
Business Combinations Policy [Policy Text Block] | Business Combinations | ||||||
We record tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting. Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition. | |||||||
Significant management judgments and assumptions are required in determining the fair value of acquired assets and liabilities, particularly intangible assets. The valuation of purchased intangible assets is based upon estimates of the future performance and cash flows from the acquired business. Each asset is measured at fair value from the perspective of a market participant. | |||||||
The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill, provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s condensed consolidated statements of operations. | |||||||
Internal-use software | Internal-use software | ||||||
Costs incurred to develop internal-use software during the development stage are capitalized, stated at cost, and depreciated using the straight-line method over the estimated useful lives of the assets. Development stage costs generally include salaries and personnel costs and third party contractor expenses associated with internal-use software configuration, coding, installation and testing. The Company capitalized internal-use software development costs related to cloud-based offerings of $0.1 million and $0.7 million for the three months ended March 31, 2015 and 2014, respectively. Capitalized internal-use software development costs related to our cloud-based offerings are amortized using the straight-line method over the useful life of the asset. For the three months ended March 31, 2015 and 2014, the Company amortized zero and $0.1 million, respectively, of capitalized internal-use software development costs. Capitalized software for internal use is included in property and equipment, net in the unaudited condensed consolidated balance sheets. Amortization of capitalized internal-use software development costs is included in cost of subscription revenues in the accompanying unaudited condensed consolidated statements of comprehensive income. | |||||||
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Impairment of long-lived assets | ||||||
Long-lived assets are reviewed for impairment whenever an event or change in circumstances indicates that the carrying amount of an asset or group of assets may not be recoverable. The impairment review includes comparison of future cash flows expected to be generated by the asset or group of assets with the associated assets’ carrying value. If the carrying value of the asset or group of assets exceeds its expected future cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent that the carrying amount of the asset exceeds its fair value. The Company recorded no impairment charges during the | |||||||
Noncash share-based compensation | Noncash share-based compensation | ||||||
The Company measures all share-based payments to its employees based on the grant date fair value of the awards and recognizes expenses in the Company’s unaudited consolidated statement of comprehensive income on a straight-line basis over the periods during which the recipient is required to perform services (generally over the vesting period of the awards). To date, the Company has granted stock options, Restricted Stock Units (“RSUs”), stock settled Stock Appreciation Rights (“SARs”), and Market Stock Units (“MSUs”). RSUs include both time-based awards as well as performance-based awards in which the number of shares that vest upon satisfying certain conditions from binding customer agreements for the provision of configure, price, and quote ("CPQ") solutions. MSUs are performance-based awards in which the number of shares that vest are based upon the Company’s relative stockholder return. | |||||||
The following table presents the number of shares or units outstanding for each award type as of March 31, 2015 and December 31, 2014, respectively, (in thousands): | |||||||
Award type | March 31, 2015 | December 31, 2014 | |||||
Stock options | 925 | 961 | |||||
Restricted stock units (time based) | 2,171 | 1,830 | |||||
Restricted stock units (performance based) | 32 | 34 | |||||
Stock appreciation rights | 621 | 673 | |||||
Market stock units | 563 | 444 | |||||
Stock options, time based RSUs and SARs vest ratably between one and four years. The actual number of MSUs that will be eligible to vest is based on the total stockholder return of the Company relative to the total stockholder return of the Russell 2000 Index (“Index”) over their respective performance periods, as defined by each award's plan documents. The Company did not grant any stock options or SARs during the three month period ended March 31, 2015 and 2014. | |||||||
The fair value of the RSUs is based on the closing price of the Company’s stock on the date of grant. | |||||||
The Company estimates the fair value of MSUs on the date of grant using a Monte Carlo simulation model. The determination of fair value of the MSUs is affected by the Company’s stock price and a number of assumptions including the expected volatilities of the Company’s stock and the Index, its risk-free interest rate and expected dividends. The Company’s expected volatility at the date of grant was based on the historical volatilities of the Company and the Index over the performance period. | |||||||
The weighted average assumptions used to value the MSUs granted during the three months ended March 31, 2015 were as follows: | |||||||
March 31, 2015 | |||||||
Volatility | 42.06% | ||||||
Risk-free interest rate | 0.89% | ||||||
Expected option life in years | 2.95 | ||||||
Dividend yield | — | ||||||
Earnings per share | Earnings per share | ||||||
The Company computes basic earnings (loss) per share by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares and dilutive potential common shares then outstanding. Diluted earnings per share reflect the assumed conversion of all dilutive securities, using the treasury stock method. Dilutive potential common shares consist of shares issuable upon the exercise of stock options, shares of unvested restricted stock units, and settlement of stock appreciation rights. When the Company incurs a net loss, the effect of the Company’s outstanding stock options, stock appreciation rights and restricted stock units are not included in the calculation of diluted earnings (loss) per share as the effect would be anti-dilutive. Accordingly, basic and diluted net loss per share are identical. | |||||||
Investment, Policy [Policy Text Block] | Short-term investments | ||||||
The Company's investments are available-for-sale commercial paper that are recorded at fair value in the consolidated balance sheets. Unrealized gains and losses on available-for-sale securities are recorded, net of tax, as a component of accumulated other comprehensive income (loss), unless impairment is considered to be other-than-temporary. Other-than-temporary unrealized losses on available-for-sale securities are generally recorded in gain (loss) on investments, net, in the consolidated statements of comprehensive income unless certain criteria are met. The primary factors considered when determining if a charge must be recorded because a decline in the fair value of an investment is other-than-temporary include whether: (i) the fair value of the investment is significantly below our cost basis; (ii) the financial condition of the issuer of the security has deteriorated; (iii) if a debt security, it is probable that we will be unable to collect all amounts due according to the contractual terms of the security; (iv) the decline in fair value has existed for an extended period of time; (v) if a debt security, such security has been downgraded by a rating agency; and (vi) we have the intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value. Investments with remaining maturities of twelve months or less are classified as short-term investments. Investments with remaining maturities of more than twelve months are classified as long-term investments. All of the Company's investments had contractual maturities of less than twelve months as of March 31, 2015. | |||||||
Fair value measurement | Fair value measurement | ||||||
The Company’s financial assets that are measured at fair value on a recurring basis consisted of $116.5 million and $135.3 million invested in treasury money market funds at March 31, 2015 and December 31, 2014, respectively. The fair value of these accounts is determined based on quoted market prices, which represents level 1 in the fair value hierarchy as defined by Accounting Standard Codification ("ASC") 820, “Fair Value Measurement and Disclosure.” | |||||||
The fair value of the Company's short-term investments which are available-for-sale commercial paper was $12.5 million as of March 31, 2015. The fair value of these accounts is determined based on quoted market prices for similar assets in active markets, which represents level 2 in the fair value hierarchy. The Company recorded an immaterial amount of unrealized loss related to the short-term investments for the quarter ended March 31, 2015. | |||||||
Deferred Revenue and Unbilled Receivables [Policy Text Block] | Deferred revenue and unbilled receivables | ||||||
Software license and implementation services that have been performed, but for which the Company has not invoiced the customer, are recorded as unbilled receivables, and invoices that have been issued before the software license and implementation services have been performed are recorded as deferred revenue in the accompanying unaudited condensed consolidated balance sheets. | |||||||
Credit Facility | Credit Facility | ||||||
As of March 31, 2015, the Company had no outstanding borrowings under the Company's $50 million secured Credit Agreement ("Revolver"), and $0.1 million of unamortized debt issuance costs related to the Revolver is included in other long-term assets in the condensed consolidated balance sheets. For each of the three months ended March 31, 2015 and 2014, $12,500 of debt issuance cost amortization is included in Other Expense, net in the unaudited condensed consolidated statements of comprehensive income. | |||||||
Income taxes | Income taxes | ||||||
The Company recorded an income tax provision (benefit) for the three months ended March 31, 2015 and 2014 of $0.1 million and $(0.6) million primarily related to foreign income taxes and state taxes not based on net income. The effective tax rate for the three months ended March 31, 2015 and 2014 was (1)% and 6%, respectively. The income tax rates vary from the Federal and state statutory rates primarily due to the valuation allowances on the Company’s deferred tax assets, foreign and state taxes. The Company estimates its annual effective tax rate at the end of each quarterly period. Jurisdictions with a projected loss for the year where no tax benefit can be recognized due to the valuation allowances on the Company’s deferred tax assets are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rates during a particular quarter depending on the mix and timing of actual earnings versus annual projections. | |||||||
The Internal Revenue Service is currently examining the Company’s 2009 R&E credit, and at the present time, there is no indication of the potential outcome. The Company is not aware of any other significant audits in progress at this time. | |||||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements | ||||||
In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, "Revenue from Contracts with Customers (Topic 606)," which supersedes nearly all existing revenue recognition guidance under GAAP. The new guidance will be effective for fiscal year 2017, including interim periods within that reporting period, using one of two prescribed retrospective methods. No early adoption is permitted. In April 2015, the FASB announced a proposal to defer the effective date by one year, with early adoption on the original effective date permitted. The Company is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on their consolidated financial statements and related disclosures. | |||||||
In April 2015, the FASB issued Accounting Standards Update (ASU) 2015-03, "Simplifying the Presentations of Debt Issuance Costs", which requires debt issuance cost to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. This new standard will be effective for interim and annual periods beginning on January 1, 2016, and is required to be retrospectively adopted. Adoption of this new standard is not expected to have a material impact on the Company's consolidated balance sheets or related disclosures. | |||||||
With the exception of the new revenue standard discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2015, as compared to the recent accounting pronouncements described in our Annual Report on Form 10-K for the year ended December 31, 2014, that are of significance or potential significance to the Company. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Accounting Policies [Abstract] | |||||||
Awards outstanding [Table Text Block] | The following table presents the number of shares or units outstanding for each award type as of March 31, 2015 and December 31, 2014, respectively, (in thousands): | ||||||
Award type | March 31, 2015 | December 31, 2014 | |||||
Stock options | 925 | 961 | |||||
Restricted stock units (time based) | 2,171 | 1,830 | |||||
Restricted stock units (performance based) | 32 | 34 | |||||
Stock appreciation rights | 621 | 673 | |||||
Market stock units | 563 | 444 | |||||
Market Stock Units Valuation Assumptions [Table Text Block] | The weighted average assumptions used to value the MSUs granted during the three months ended March 31, 2015 were as follows: | ||||||
March 31, 2015 | |||||||
Volatility | 42.06% | ||||||
Risk-free interest rate | 0.89% | ||||||
Expected option life in years | 2.95 | ||||||
Dividend yield | — |
Business_Combination_Tables
Business Combination (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | Pro Forma Financial Information | |||||||
The unaudited financial information in the table below summarizes the combined results of operations of the Company and Cameleon, on a pro forma basis, as though the Company had acquired Cameleon on January 1, 2013. The pro forma information for all periods presented also includes the effect of business combination accounting resulting from the acquisition, including amortization charges from acquired intangible assets. | ||||||||
Three months ended March 31, | ||||||||
(in thousands, except earnings per share) | 2015 | 2014 | ||||||
Total revenue | $ | 43,679 | $ | 41,165 | ||||
Net loss attributable to PROS Holdings, Inc. | (14,230 | ) | (8,587 | ) | ||||
Earnings per share - basic and diluted | $ | (0.48 | ) | $ | (0.30 | ) | ||
Cameleon Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Schedule of Purchase Price Allocation [Table Text Block] | The final allocation of the purchase price for Cameleon is as follows (in thousands): | |||||||
Cash and cash equivalents | $ | 7,086 | ||||||
Accounts receivables | 10,395 | |||||||
Prepaid and other assets | 1,418 | |||||||
Intangible assets | 18,653 | |||||||
Goodwill | 15,717 | |||||||
Accounts payable and accrued liabilities | (12,539 | ) | ||||||
Deferred revenue | (5,392 | ) | ||||||
Non-controlling interest | (6,204 | ) | ||||||
Net assets acquired | $ | 29,134 | ||||||
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The following are the identifiable intangible assets acquired (in thousands) and their respective useful lives: | |||||||
Useful Life | ||||||||
Amount | (years) | |||||||
Trade Name | $ | 1,020 | 8 | |||||
Customer Relationships | 1,455 | 5-Feb | ||||||
Maintenance Relationships | 3,808 | 8 | ||||||
Developed Technology | 11,147 | 7 | ||||||
Other | 1,223 | 2 | ||||||
Total | $ | 18,653 | ||||||
SignalDemand [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Schedule of Purchase Price Allocation [Table Text Block] | ||||||||
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] |
Earnings_per_Share_Table
Earnings per Share (Table) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2015 and 2014: | |||||||
For the Three Months Ended March 31, | ||||||||
(in thousands, except per share data) | 2015 | 2014 | ||||||
Numerator: | ||||||||
Net loss attributable to PROS Holdings, Inc. | $ | (14,230 | ) | $ | (8,455 | ) | ||
Denominator: | ||||||||
Weighted average shares (basic) | 29,375 | 28,668 | ||||||
Dilutive effect of potential common shares | — | — | ||||||
Weighted average shares (diluted) | 29,375 | 28,668 | ||||||
Basic earnings per share | $ | (0.48 | ) | $ | (0.29 | ) | ||
Diluted earnings per share | $ | (0.48 | ) | $ | (0.29 | ) |
Noncash_Sharebased_Compensatio1
Noncash Share-based Compensation (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Noncash Share-based Compensation [Abstract] | ||||||||
Schedule of Share-based Compensation Expense | The following table summarizes share-based compensation expense included in the Company’s unaudited condensed consolidated statements of comprehensive income for the three months ended March 31, 2015 and 2014: | |||||||
For the Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Share-based compensation: | ||||||||
Cost of revenue | $ | 1,013 | $ | 722 | ||||
Operating expenses: | ||||||||
Selling and marketing | 2,032 | 1,189 | ||||||
General and administrative | 3,348 | 1,483 | ||||||
Research and development | 1,352 | 965 | ||||||
Total included in operating expenses | 6,732 | 3,637 | ||||||
Total share-based compensation expense | $ | 7,745 | $ | 4,359 | ||||
Convertible_debt_Tables
Convertible debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Convertible Debt [Table Text Block] | The Senior Notes consist of the following (in thousands): | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
Liability component: | ||||||||
Principal | $ | 143,750 | $ | 143,750 | ||||
Less: debt discount, net of amortization | (31,864 | ) | (33,302 | ) | ||||
Net carrying amount | $ | 111,886 | $ | 110,448 | ||||
Equity component (1) | $ | 28,714 | $ | 28,714 | ||||
(1) Recorded in the consolidated balance sheet within additional paid-in capital, net of $1.2 million issuance cost in equity. | ||||||||
The following table sets forth total interest expense recognized related to the Senior Notes (in thousands): | ||||||||
Three Months Ended March 31, 2015 | ||||||||
2.0% coupon | $ | 719 | ||||||
Amortization of debt issuance costs | 195 | |||||||
Amortization of debt discount | 1,271 | |||||||
Total | $ | 2,185 | ||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies Significant Accounting Policies (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies [Line Items] | |||
Adjustment to gross profit | $1,000,000 | ||
Internal-use software development costs capitalized | 118,000 | 730,000 | |
Tangible Asset Impairment Charges | 0 | ||
Treasury money market funds, at fair value | 116,500,000 | 135,300,000 | |
Short-term Investments | 12,487,000 | 0 | |
Line of Credit Facility, Amount Outstanding | 0 | ||
Line of Credit Facility, Maximum Borrowing Capacity | 50,000,000 | ||
Unamortized Debt Issuance Expense | 100,000 | ||
Amortization of Financing Costs | 12,500 | ||
Income Tax Expense (Benefit) | 110,000 | -560,000 | |
Effective income tax rate | -1.00% | 6.00% | |
Cloud-based product offerings [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Internal-use software development costs capitalized | 100,000 | 700,000 | |
Capitalized Computer Software, Amortization | $0 | $100,000 | |
Minimum [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies Awards Outstanding (Details) | Mar. 31, 2015 | Dec. 31, 2014 |
Stock options | ||
Awards outstanding [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 925,377 | 961,377 |
Restricted Stock Units (RSUs) [Member] | ||
Awards outstanding [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 2,170,556 | 1,830,291 |
Performance Shares [Member] | ||
Awards outstanding [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 32,000 | 34,000 |
Stock appreciation rights | ||
Awards outstanding [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 621,192 | 673,068 |
Market share units | ||
Awards outstanding [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 563,300 | 444,272 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies Fair Value Calculation Assumptions (Details) (Market share units) | 0 Months Ended |
Feb. 11, 2014 | |
Market share units | |
Valuation Assumptions for MSUs [Line Items] | |
Volatility | 42.06% |
Risk-free interest rate | 0.89% |
Expected life, in years | 2 years 11 months 12 days |
Dividend yield | 0.00% |
Business_Combination_Cameleon_
Business Combination Cameleon (Details) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||
Jan. 08, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Jan. 08, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 16, 2013 | Dec. 16, 2013 | Jan. 08, 2014 | Jan. 08, 2014 | Jan. 08, 2014 | |
EUR (€) | USD ($) | USD ($) | USD ($) | Cameleon Acquisition [Member] | Cameleon Acquisition [Member] | Cameleon Acquisition [Member] | Cameleon Acquisition [Member] | Cameleon Acquisition [Member] | SignalDemand [Member] | SignalDemand [Member] | Premium on shares [Member] | Free shares [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||
Business Acquisition [Line Items] | |||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 81.70% | ||||||||||||
Percentage owned of outstanding warrants | 94.00% | ||||||||||||
Noncontrolling interest percentage at the end of the period | 100.00% | ||||||||||||
Business Combination, Consideration Transferred | $32,000,000 | $13,500,000 | |||||||||||
Business Combination, Acquisition Related Costs | 0 | 1,390,000 | 0 | 700,000 | |||||||||
Business Combination, Contingent Consideration, Liability | 2,700,000 | 1,400,000 | |||||||||||
Premium to be paid per share | € 0.15 | ||||||||||||
Percentage ownership that triggers premium payment | 95.00% | ||||||||||||
Business combination, payment of contingent consideration | -2,225,000 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 7,086,000 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 10,395,000 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 1,418,000 | ||||||||||||
Finite-lived Intangible Assets Acquired | 18,653,000 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | -12,539,000 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | -5,392,000 | ||||||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | -6,204,000 | ||||||||||||
Goodwill | 20,297,000 | 21,563,000 | 15,717,000 | 7,175,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $29,134,000 |
Business_Combination_Signal_De
Business Combination Signal Demand (Details) (SignalDemand [Member], USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Dec. 16, 2013 |
SignalDemand [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Consideration Transferred | $13,500 |
Business_Combination_Schedule_
Business Combination Schedule of Intangible Assets Acquired (Details) (Cameleon Acquisition [Member], USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $18,653 |
Developed Technology Rights [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 11,147 |
Finite-Lived Intangible Asset, Useful Life | 7 years |
Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 1,455 |
Maintenance relationship [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 3,808 |
Finite-Lived Intangible Asset, Useful Life | 8 years |
Trade Names [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 1,020 |
Finite-Lived Intangible Asset, Useful Life | 8 years |
Other Intangible Assets [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $1,223 |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Minimum [Member] | Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Maximum [Member] | Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Business_Combination_Pro_Forma
Business Combination Pro Forma (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Business Combinations [Abstract] | ||
Business Acquisition, Pro Forma Revenue | $41,165 | |
Net income | -14,230 | -8,455 |
Business Acquisition, Pro Forma Net Income (Loss) | ($8,587) | |
Business Acquisition, Pro Forma Earnings Per Share, Basic | ($0.48) | ($0.30) |
Earnings_per_Share_Details
Earnings per Share (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive potential common shares excluded from computation of earnings per share | 2,181,559 | 2,150,629 |
Earnings_per_Share_Basis_and_D
Earnings per Share Basis and Diluted (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Numerator | ||
Net income | ($14,230) | ($8,455) |
Denominator | ||
Weighted average shares (basic) | 29,375 | 28,668 |
Dilutive effect of potential common shares | 0 | 0 |
Weighted average shares (diluted) | 29,375 | |
Basic earnings per share | ($0.48) | ($0.29) |
Diluted earnings per share | ($0.48) | ($0.29) |
Noncash_Sharebased_Compensatio2
Noncash Share-based Compensation (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Noncash Share-based Compensation (Narrative) [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 900,000 |
Shares available for future grants | 866,037 |
Unrecognized compensation cost related to share-based compensation | $63,700,000 |
Weighted average period to recognize cost, in years | 2 years 10 months 4 days |
Share-based compensation arrangement by share-based payment, Minimum Employee Subscription rate | 1.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 10.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | 5.00% |
Maximum Amount Contributable by employees under ESPP- Half yearly | 5,000 |
Maximum Amount Contributable By Employees Under ESPP- Annually | 10,000 |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 14,793 |
ESPP contributions by Employees | $200,000 |
RSUs | |
Noncash Share-based Compensation (Narrative) [Line Items] | |
Awards, other than options, granted in period | 892,250 |
Weighted average grant date fair value, per share, of awards granted in period | $25.74 |
MSUs | |
Noncash Share-based Compensation (Narrative) [Line Items] | |
Weighted average grant date fair value, per share, of awards granted in period | $32.45 |
Employee Stock [Member] | |
Noncash Share-based Compensation (Narrative) [Line Items] | |
Shares reserved for issuance under Plan | 471,815 |
2007 Equity Incentive Plan [Member] | |
Noncash Share-based Compensation (Narrative) [Line Items] | |
Shares reserved for issuance under Plan | 9,068,000 |
Noncash_Sharebased_Compensatio3
Noncash Share-based Compensation Expense (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $7,745 | $4,359 |
Cost of revenue | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 1,013 | 722 |
Selling and Marketing Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 2,032 | 1,189 |
General and Administrative Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 3,348 | 1,483 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 1,352 | 965 |
Operating expenses | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $6,732 | $3,637 |
Convertible_debt_Details
Convertible debt (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Debt Issuance Cost | ($408,000) | $0 | |
Convertible debt, issuance cost, equity component | 1,200,000 | ||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 2.00% | ||
Debt Instrument, Convertible, Conversion Ratio | 29.5972 | ||
Debt Instrument, Convertible, Stock Price Trigger | $33.79 | ||
Interest Expense, Debt | 2,185,000 | ||
Debt Instrument, Fair Value Disclosure | 115,802,000 | ||
Debt Instrument, Face Amount | 143,800,000 | 143,800,000 | |
Debt Instrument, Periodic Payment, Interest | 719,000 | ||
Amortization of Financing Costs | 12,500 | ||
Amortization of Debt Discount (Premium) | 1,271,000 | ||
Debt Instrument, Unamortized Discount (Premium), Net | -31,864,000 | -33,302,000 | |
Convertible Debt, Noncurrent | 111,886,000 | 110,448,000 | |
Debt Instrument, Convertible, Carrying Amount of Equity Component | 28,714,000 | 28,714,000 | |
Purchase of convertible bond hedge | -29,411,000 | ||
Investment Warrants, Exercise Price | $45.48 | ||
Proceeds from Issuance of Warrants | 17,106,000 | ||
Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Debt Issuance Cost | 4,300,000 | ||
Amortization of Financing Costs | $195,000 |