Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 16, 2016 | Jun. 30, 2015 | |
Entity Information [Line Items] | |||
Entity Registrant Name | PROS HOLDINGS, INC. | ||
Entity Central Index Key | 1,392,972 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | Q4 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 30,079,582 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 524,983,893 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 161,770 | $ 161,019 |
Short-term Investments | 2,500 | 0 |
Accounts and unbilled receivables, net of allowance of $586 and $868, respectively | 39,115 | 71,095 |
Prepaid and other current assets | 7,656 | 8,075 |
Restricted Cash and Cash Equivalents, Current | 0 | 100 |
Total current assets | 211,041 | 240,289 |
Property and equipment, net | 15,777 | 15,788 |
Intangible Assets, Net (Excluding Goodwill) | 14,191 | 20,195 |
Goodwill | 20,445 | 21,563 |
Other long term assets, net | 2,268 | 2,290 |
Total assets | 263,722 | 300,125 |
Current liabilities: | ||
Accounts payable | 8,273 | 10,564 |
Accrued liabilities | 4,333 | 5,355 |
Accrued payroll and other employee benefits | 13,084 | 15,154 |
Deferred revenue | 60,664 | 57,313 |
Total current liabilities | 86,354 | 88,386 |
Long-term deferred revenue | 4,665 | 1,121 |
Convertible Debt, Noncurrent | 116,371 | 110,448 |
Other Liabilities, Noncurrent | 918 | 1,171 |
Total liabilities | $ 208,308 | $ 201,126 |
Commitments and contingencies (Note 15) | ||
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; 34,156,561 and 33,477,810 shares issued, respectively; 29,738,976 and 29,060,225 shares outstanding, respectively | 34 | 34 |
Additional paid-in capital | 158,674 | 134,375 |
Treasury stock, 4,417,585 common shares, at cost | (13,938) | (13,938) |
Retained earnings | (85,034) | (19,223) |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (4,322) | (2,249) |
Total stockholders' equity | 55,414 | 98,999 |
Total liabilities and stockholders' equity | $ 263,722 | $ 300,125 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for bad debts | $ 586,000 | $ 868,000 |
Preferred stock - par value | $ 0.001 | $ 0.001 |
Preferred stock - shares authorized | 5,000,000 | 5,000,000 |
Preferred stock - shares issued | 0 | 0 |
Common stock - par value | $ 0.001 | $ 0.001 |
Common stock - shares authorized | 75,000,000 | 75,000,000 |
Common stock - shares issued | 34,156,561 | 33,477,810 |
Common stock - shares outstanding | 29,738,976 | 29,060,225 |
Treasury stock - shares | 4,417,585 | 4,417,585 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
License | $ 32,716 | $ 58,515 | $ 41,116 |
Sales Revenue, Services, Net | 42,875 | 49,225 | 48,412 |
Subscription | 28,989 | 23,468 | 9,221 |
Total license, service and subscription revenue | 104,580 | 131,208 | 98,749 |
Maintenance and support | 63,666 | 54,621 | 46,088 |
Total revenue | 168,246 | 185,829 | 144,837 |
Cost of revenue: | |||
License | 304 | 243 | 282 |
Cost of Services | 36,147 | 39,955 | 32,492 |
Cost of Goods Sold, Subscription | 12,786 | 7,334 | 2,122 |
Cost of license, service and subscription | 49,237 | 47,532 | 34,896 |
Maintenance and support | 12,173 | 10,554 | 8,239 |
Cost of Revenue | 61,410 | 58,086 | 43,135 |
Gross profit | 106,836 | 127,743 | 101,702 |
Operating Expenses | |||
Selling and Marketing Expense | 74,146 | 64,528 | 39,478 |
General and Administrative Expense | 38,517 | 35,389 | 24,046 |
Research and development | 46,780 | 43,174 | 32,467 |
Business Combination, Acquisition Related Costs | 0 | 3,019 | 2,173 |
Tangible Asset Impairment Charges | 2,890 | 4,040 | 0 |
Income from operations | (55,497) | (22,407) | 3,538 |
Other income (expense): | |||
Convertible debt interest and amortization | (8,914) | (492) | 0 |
Other Nonoperating Income (Expense) | (661) | (2,159) | (265) |
Income before income tax provision | (65,072) | (25,058) | 3,273 |
Income tax provision | 739 | 12,493 | (173) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (65,811) | (37,551) | 3,446 |
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | (907) | 0 |
Net Income (Loss) Attributable to Parent | $ (65,811) | $ (36,644) | $ 3,446 |
Net earnings per share: | |||
Basic | $ (2.23) | $ (1.27) | $ 0.12 |
Diluted | $ (2.23) | $ (1.27) | $ 0.11 |
Weighted average number of shares: | |||
Basic | 29,578 | 28,915 | 28,004 |
Diluted | 29,578 | 28,915 | 30,114 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | $ (2,076) | $ (2,249) | $ 0 |
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | 3 | 0 | 0 |
Other Comprehensive Income (Loss), Net of Tax | (2,073) | (2,249) | 0 |
Other comprehensive income, net of tax: | |||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (67,884) | (39,800) | 3,446 |
Comprehensive (Income) Loss, Net of Tax, Attributable to Noncontrolling Interest | 0 | (922) | 0 |
Comprehensive income | $ (67,884) | $ (38,878) | $ 3,446 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities: | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (65,811) | $ (37,551) | $ 3,446 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation, Depletion and Amortization | 10,395 | 10,443 | 4,307 |
Amortization of Financing Costs and Discounts | 6,039 | 329 | 0 |
Share-based compensation | 27,864 | 22,665 | 16,272 |
Excess tax benefits on share-based compensation | 0 | 0 | (2,940) |
Tax Benefit from Stock Options Exercised | 0 | (110) | 2,931 |
Deferred income tax | 165 | 12,638 | (2,776) |
Provision for doubtful accounts | (282) | (192) | 300 |
Gain (Loss) on Disposition of Assets | 167 | 0 | 0 |
Tangible Asset Impairment Charges | 2,890 | 4,040 | 0 |
Changes in operating assets and liabilities: | |||
Accounts and unbilled receivables | 32,274 | (14,026) | (7,492) |
Prepaid expenses and other assets | 229 | (3,383) | 1,204 |
Accounts payable | (4,049) | (3,104) | 2,885 |
Accrued liabilities | 800 | (1,080) | 1,002 |
Accrued payroll and other employee benefits | (2,048) | 3,289 | 1,050 |
Deferred revenue | 6,899 | 7,796 | (3,218) |
Net cash provided by operating activities | 15,532 | 1,754 | 16,971 |
Investing activities: | |||
Purchases of property and equipment | (6,794) | (7,499) | (3,401) |
Capitalized Software Development Costs for Software Sold to Customers | (233) | (2,305) | (2,874) |
Increase in restricted cash | 100 | 39,718 | (39,389) |
Payments to Acquire Short-term Investments | 57,697 | 0 | 0 |
Proceeds from Maturities, Prepayments and Calls of Available-for-sale Securities | 55,200 | 0 | 0 |
Net cash used in investing activities | (9,424) | 7,866 | (58,766) |
Financing activities: | |||
Exercise of stock options | 706 | 1,105 | 3,327 |
Excess tax benefits on share-based compensation | 0 | 0 | 2,940 |
Proceeds from Stock Plans | 839 | 335 | 0 |
Tax withholding related to net share settlement of restricted stock units | (5,124) | (13,089) | (3,342) |
Noncontrolling Interest, Increase from Business Combination | 0 | (6,147) | 0 |
Business combination, payment of contingent consideration | (1,304) | (2,225) | 0 |
Repayments of Notes Payable | (263) | 0 | 0 |
Proceeds from Convertible Debt | 0 | 138,631 | 0 |
Proceeds from Issuance of Warrants | 0 | 17,106 | 0 |
Purchase of convertible bond hedge | 0 | (29,411) | 0 |
Payments of Debt Issuance Costs | (408) | 0 | 0 |
Net cash (used in) provided by financing activities | (5,554) | 106,305 | 2,925 |
Effect of Exchange Rate on Cash and Cash Equivalents | 197 | 406 | 0 |
Net increase in cash and cash equivalents | 751 | 116,331 | (38,870) |
Cash and cash equivalents: | |||
Beginning of period | 161,019 | 44,688 | 83,558 |
End of period | 161,770 | 161,019 | 44,688 |
Income Taxes Paid, Net | (3) | (233) | (278) |
Interest Paid | (2,932) | (243) | (87) |
Capital Expenditures Incurred but Not yet Paid | 2,722 | 1,140 | 2,045 |
SignalDemand [Member] | |||
Investing activities: | |||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | 0 | 13,102 |
Cameleon Acquistion [Member] | |||
Investing activities: | |||
Payments to Acquire Businesses, Net of Cash Acquired | $ 0 | $ (22,048) | $ 0 |
Consolidated Statement of Share
Consolidated Statement of Shareholders Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income, net of tax [Member] | Stockholders' Equity, Total [Member] |
Common stock - shares outstanding, beginning balance at Dec. 31, 2012 | 27,548,847 | ||||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2012 | $ 32,000 | $ 87,693,000 | $ (13,938,000) | $ 14,882,000 | $ 0 | $ 88,669,000 | |
Treasury stock - shares, beginning balance at Dec. 31, 2012 | 4,417,585 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock Issued During Period, Value, New Issues | 354,973 | ||||||
Exercise of stock options | $ 1,000 | 3,327,000 | |||||
Proceeds from Stock Options Exercised | $ 3,327,000 | 3,326,000 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 284,823 | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | (3,342,000) | (3,342,000) | |||||
Proceeds and Excess Tax Benefit from Share-based Compensation | 2,931,000 | 2,931,000 | |||||
Proceeds from Stock Plans | 0 | ||||||
Proceeds from Issuance of Warrants | 0 | ||||||
Purchase of convertible bond hedge | 0 | ||||||
Share-based Compensation | 16,272,000 | 16,272,000 | 16,272,000 | ||||
Other Comprehensive Income (Loss), Net of Tax | 0 | ||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 0 | ||||||
Net Income (Loss) Attributable to Parent | 3,446,000 | 0 | 3,446,000 | 3,446,000 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 3,446,000 | ||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | ||||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2013 | $ 33,000 | 106,880,000 | $ (13,938,000) | 18,328,000 | 0 | 111,303,000 | |
Treasury stock - shares, ending balance at Dec. 31, 2013 | 4,417,585 | ||||||
Common stock - shares outstanding, ending balance at Dec. 31, 2013 | 28,188,643 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock Issued During Period, Value, New Issues | 214,162 | ||||||
Exercise of stock options | 1,105,000 | ||||||
Proceeds from Stock Options Exercised | 1,105,000 | 1,105,000 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 644,028 | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 1,000 | (13,089,000) | (13,088,000) | ||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 13,392 | ||||||
Proceeds and Excess Tax Benefit from Share-based Compensation | (110,000) | (110,000) | |||||
Proceeds from Stock Plans | 335,000 | 335,000 | |||||
Proceeds from Issuance of Warrants | 17,106,000 | 17,106,000 | |||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 28,714,000 | ||||||
Change in equity - purchase of convertible bond hedge | (29,411,000) | ||||||
Purchase of convertible bond hedge | 29,411,000 | ||||||
Share-based Compensation | 22,665,000 | 22,845,000 | 22,845,000 | ||||
Other Comprehensive Income (Loss), Net of Tax | (2,249,000) | ||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (2,249,000) | (2,249,000) | (2,249,000) | ||||
Net Income (Loss) Attributable to Parent | (36,644,000) | (37,551,000) | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (37,551,000) | (37,551,000) | |||||
Net Income (Loss) Attributable to Noncontrolling Interest | (907,000) | (907,000) | (907,000) | ||||
Cumulative earnings previously allocated to NCI and re-allocated to Parent's equity | 907,000 | 907,000 | |||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2014 | $ 98,999,000 | $ 34,000 | 134,375,000 | $ (13,938,000) | (19,223,000) | (2,249,000) | 98,999,000 |
Treasury stock - shares, ending balance at Dec. 31, 2014 | 4,417,585 | 4,417,585 | |||||
Common stock - shares outstanding, ending balance at Dec. 31, 2014 | 29,060,225 | 29,060,225 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock Issued During Period, Value, New Issues | 220,031 | ||||||
Proceeds from Stock Options Exercised | $ 706,000 | 706,000 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 421,115 | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | (5,124,000) | ||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 37,605 | 37,605 | |||||
Proceeds from Stock Plans | $ 839,000 | 839,000 | |||||
Proceeds from Issuance of Warrants | 0 | ||||||
Purchase of convertible bond hedge | 0 | ||||||
Share-based Compensation | 27,864,000 | 27,878,000 | |||||
Other Comprehensive Income (Loss), Net of Tax | (2,073,000) | (2,073,000) | (2,073,000) | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (2,076,000) | ||||||
Net Income (Loss) Attributable to Parent | (65,811,000) | (65,811,000) | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (65,811,000) | ||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | ||||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2015 | $ 55,414,000 | $ 34,000 | $ 158,674,000 | $ (13,938,000) | $ (85,034,000) | $ (4,322,000) | $ 55,414,000 |
Treasury stock - shares, ending balance at Dec. 31, 2015 | 4,417,585 | 4,417,585 | |||||
Common stock - shares outstanding, ending balance at Dec. 31, 2015 | 29,738,976 | 29,738,976 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 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 (collectively, the "Company"), provides enterprise revenue and profit realization software solutions designed to help business-to-business ("B2B") and business-to-consumer ("B2C") companies accelerate sales, formulate winning pricing strategies and align product, demand and availability. The Company's revenue and profit realization solutions are designed to assist customers in growing revenue, supporting sustained profitability and modernizing their business processes. The Company provides its solutions to enterprises across a range of industries, including manufacturing, distribution, services, and travel. The Company offers its solutions via a SaaS delivery model as well as on a perpetual or term license basis. 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 through which they receive unspecified upgrades, maintenance releases and bug fixes during the term of the support period on a when-and-if-available basis. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Summary of Significant Accounting Policies Principles of consolidation and basis of presentation The Consolidated Financial Statements include the accounts of the Company, and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). Certain reclassifications of previously recorded amounts have been made to conform to the current period presentation, such reclassifications impacted the classification of sales and marketing, and general and administrative expenses, but did not have an impact on the Company's results of operations, cash flows, or financial position. 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’s management makes estimates and assumptions in the preparation of its audited Consolidated Financial Statements in conformity with GAAP. These estimates and assumptions may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the audited Consolidated Financial Statements and the reported amounts of revenue and expense during the reporting periods. Actual results could differ from those estimates. The complexity of the estimation process and issues related to the assumptions, risks and uncertainties inherent in the application of the percentage-of-completion method of revenue recognition affects the amount of revenue, expenses, unbilled receivables and deferred revenue. Numerous internal and external factors can affect estimates. Estimates are also used for, but not limited to, receivables, allowance for doubtful accounts, useful lives of assets, depreciation and amortization, the fair value of assets acquired and liabilities assumed for business combinations, income taxes and deferred tax asset valuation, valuation of stock options, other current liabilities and accrued liabilities. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase, or the ability to be settled in cash within a period of three months, to be cash equivalents. The Company has a cash management program that provides for the investment of excess cash balances, primarily in short-term money market instruments. Short-term investments The Company's investments are available-for-sale commercial paper and certificates of deposit 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 (Loss) 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 the Company's cost basis; (ii) the financial condition of the issuer of the security has deteriorated; (iii) if a debt security, it is probable that the Company 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) the Company has 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 December 31, 2015 . Financial instruments The carrying amount of the Company’s financial instruments, which include cash equivalents, short-term investments, receivables and accounts payable, approximates their fair values at December 31, 2015 and 2014 . For additional information on the Company’s fair value measurements, see Note 9 to the Consolidated Financial Statements. Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts which reflects the Company's best estimate of potentially uncollectible receivables. The Company regularly reviews the receivables allowances by considering such factors as historical experience, credit-worthiness, the age of the receivable balances and current economic conditions that may affect a customer’s ability to pay and the Company specifically reserves for those deemed uncollectible. Prepaid expenses and other assets Prepaid expenses and other assets consist primarily of short-term deferred tax assets, prepaid income taxes, deferred project costs and prepaid third-party license fees. Property and equipment, net Property and equipment are recorded at cost, less accumulated depreciation. Maintenance, repairs and minor replacements are charged to expense as incurred. Significant renewals and betterments are capitalized. Depreciation on property and equipment, with the exception of leasehold improvements, is recorded using the straight-line method over the estimated useful lives of the assets. Depreciation on leasehold improvements is recorded using the shorter of the lease term or useful life. When property is retired or disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in the Consolidated Statements of Comprehensive Income in the period of disposal. Internal-use software Costs incurred to develop internal-use software during the application development stage are capitalized, stated at cost, and depreciated using the straight-line method over the estimated useful lives of the assets. Application development stage costs generally include salaries and personnel costs and third-party contractor expenses associated with internal-use software development, configuration, coding and testing. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point in which the project is substantially complete and is ready for its intended purpose. Capitalized internal-use software is included in property and equipment, net in the Consolidated Balance Sheets. 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. During the years ended December 31, 2015 and 2014 , the Company recorded a full impairment of $2.9 million and $4.0 million , respectively, related to capitalized internal-use software associated with the expected future cash flows. The Company did not record any impairment charges in the year ended December 31, 2013 . Intangible assets and goodwill Intangible assets that have finite lives are amortized over their useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During this review, the Company reevaluates the significant assumptions used in determining the original cost and estimated lives of long-lived assets. Although the assumptions may vary from asset to asset, they generally include operating results, changes in the use of the asset, cash flows and other indicators of value. Management then determines whether the remaining useful life continues to be appropriate or whether there has been an impairment of long-lived assets based primarily upon whether expected future undiscounted cash flows are sufficient to support the assets’ recovery. If impairment exists, the Company would adjust the carrying value of the asset to fair value, generally determined by a discounted cash flow analysis. Goodwill represents the excess of the purchase consideration over the net of the acquisition-date fair value of identifiable assets acquired, including identifiable intangible assets, and liabilities assumed in connection with business combinations. Goodwill is not amortized, but is assessed for impairment as of November 30 of each fiscal year, or more frequently if events or changes in circumstances indicate that the fair value of the Company’s reporting unit has been reduced below its carrying value. When conducting the annual goodwill impairment assessment, a three step process is used. The first step is to perform an optional qualitative evaluation as to whether it is more likely than not that the fair value of the Company’s reporting unit is less than its carrying value, using an assessment of relevant events and circumstances. In performing this assessment, the Company is required to make assumptions and judgments including but not limited to an evaluation of macroeconomic conditions as they relate to the business, industry and market trends, as well as the overall future financial performance of the reporting unit and future opportunities in the markets in which it operates. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no additional tests are required to be performed in assessing goodwill for impairment. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, the Company performs a second step, consisting of a quantitative assessment of goodwill impairment. This quantitative assessment requires us to estimate the fair value of the reporting unit and compare the estimated fair value to its respective carrying value (including goodwill) as of the date of the impairment test. The third step, employed for the reporting unit failing the second step, is used to measure the amount of any potential impairment and compares the implied fair value of the reporting unit with the carrying amount of goodwill. Based on the results of the qualitative review of goodwill performed as of November 30, 2015, the Company did not identify any indicators of impairment. As such, the second and third steps described above were not necessary. Research and development Research and development costs for software sold to customers are expensed as incurred. These costs include salaries and personnel costs, including employee benefits, third-party contractor expenses, software development tools, an allocation of facilities and depreciation expenses and other expenses in developing new solutions and upgrading and enhancing existing solutions. Software Development Costs Capitalization of software development costs for software to be sold, leased, or otherwise marketed begins upon the establishment of technological feasibility, which is generally the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. Amortization begins once the software is ready for its intended use, generally based on the pattern in which the economic benefits will be consumed. To date, software development costs incurred between completion of a working prototype and general availability of the related product have not been material. Treasury stock The Company is authorized to make treasury stock purchases in the open market pursuant to the share repurchase program, which was approved by its Board of Directors on August 28, 2008. The Company accounts for the purchase of treasury stock under the cost method. For additional information on the Company’s stock repurchase program, see Note 10 to the Consolidated Financial Statements. There were no treasury stock repurchases for the years ended December 31, 2015 , 2014 and 2013 . 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 SaaS and cloud-based services that do not require customers to host the Company's solutions in their data centers. 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. License The Company derives the majority of its license revenue from the sale of perpetual licenses. For software license arrangements that do not require significant modification or customization of the underlying software, the Company recognizes software licenses revenues at contract provided professional services are not considered essential to the delivery of the software and when: (1) the Company enters into a legally binding arrangement with a customer for the license of software; (2) the Company delivers the products; (3) the sale price is fixed or determinable and free of contingencies or significant uncertainties; and (4) collection is probable. Revenues that are not recognized at the time of sale because the foregoing conditions are not met, are recognized when those conditions are subsequently met. The Company evaluates the nature and scope of professional services for each arrangement and if it determines that the 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 the Company's fixed-fee arrangements, should a loss be anticipated on a contract, the full amount of the loss 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. Professional Services 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. For SaaS or cloud based services arrangements that include professional services, the Company determines whether the professional services have stand-alone value. If the Company determines the professional services do not have stand-alone value, the Company treats the transaction as a single element and the professional services revenue is deferred until the customer commences use of the SaaS or cloud-based services and the professional services revenue is recognized over the remaining term of the arrangement. SaaS or Cloud-Based Services For arrangements that include SaaS or cloud-based services, the Company allocates the arrangement consideration between the service and other elements and recognizes the SaaS or 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. Any revenue related to up-front activation or set-up fees are deferred and recognized ratably over the estimated period that the customer benefits from the related services. Direct and incremental costs related to up-front activation or set-up activities are capitalized until the date the Company's service is made available and then expensed ratably over the estimated period that the customer benefits from the related services. Multiple Element Arrangements The Company applies the residual method to recognize revenue for the delivered elements in stand-alone software transactions. Under the residual method, the amount of revenue allocated to delivered elements equals the total arrangement consideration, less the aggregate fair value of any undelivered elements, typically maintenance, provided that VSOE of fair value exists for all undelivered elements. VSOE of fair value is based on the price charged when the element is sold separately or, in the case of maintenance, substantive renewal rates for maintenance. For multiple element arrangements containing both software and 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 solutions, 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 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. Foreign currency The Company has contracts denominated in foreign currencies and therefore a portion of the Company’s revenue is subject to foreign currency risks. Gains and losses from foreign currency transactions, such as those resulting from the settlement of receivables, are classified in other expense, net included in the accompanying Consolidated Statements of Comprehensive Income (Loss). The functional currency of PROS France SAS ("PROS France") is its local currency. 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. Noncash share based compensation The Company has two noncash share based compensation plans, the 1999 Equity Incentive Plan ("1999 Stock Plan") and the 2007 Equity Incentive Plan ("2007 Stock Plan"), which authorize the discretionary granting of various types of stock awards to key employees, officers, directors and consultants. The 1999 Stock Plan was terminated in March 2007 for purposes of granting any future equity awards. The 2007 Stock Plan was adopted in March 2007. The Company may provide noncash share based compensation through the grant of: (i) restricted stock awards; (ii) restricted stock unit awards ("RSUs"); (iii) stock options; (iv) stock appreciation rights ("SARs"); (v) phantom stock; and (vi) performance awards. Also in February 2014, the Company granted inducement awards in an aggregate amount of up to 308,250 shares in accordance with NYSE Rule 303A.08. These inducement awards were in the form of RSUs and market stock units ("MSUs") granted to the recently appointed Chief Operating Officer and RSUs granted to certain new employees in connection with the acquisitions of Cameleon Software SA and SignalDemand Inc. To date, the Company has granted stock options, stock appreciation rights, restricted stock units, time based and performance based, and market stock units. The Company issues common stock from its pool of authorized stock upon exercise of stock options, settlement of stock appreciation rights and market stock units or upon vesting of restricted stock units. The following table presents the number of awards outstanding for each award type as of December 31, 2015 and 2014 (in thousands): Year Ended December 31, Award type 2015 2014 Stock options 829 961 Restricted stock units (time based) 1,915 1,830 Restricted stock units (performance based) 24 34 Stock appreciation rights 522 673 Market stock units 563 444 Stock options. The Company did not grant stock options during 2015 and 2014 . The fair value of each stock option was estimated on the date of grant using the Black-Scholes option pricing model. Restricted stock units. The fair value of the RSUs is based on the closing price of the Company’s stock on the date of grant and is amortized over the vesting period. Stock appreciation rights. SARs will be settled in stock at the time of exercise and vest over four years from the date grant. The Company used the Black-Scholes option pricing model to estimate the fair value of its SARs. The determination of the fair value of SARs utilizing the Black-Scholes model is affected by the Company’s stock price and a number of assumptions, including expected volatility, expected life, deliver risk-free interest rate and expected dividends. The Company estimates the expected volatility of common stock at the date of grant based on a combination of its historical volatility and the average volatility of comparable companies. The expected life of the SARs noncash share based payment awards is a historical weighted average of the expected lives of similar securities of comparable public companies. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of the Company’s awards. The dividend yield assumption is based on the Company's expectation of paying no dividends. Market stock units. MSUs are performance-based awards that vest based upon the Company’s relative shareholder return. The actual number of MSUs that will be eligible to vest is based on the total shareholder return of the Company relative to the total shareholder return of the Russell 2000 Index ("Index") over a three year period ending December 31, 2015, December 31, 2016, December 31, 2017 and March 2, 2018 ("Performance Period"), respectively. The MSUs granted in 2013 vested on January 1, 2016, the MSUs granted in 2014 vest on January 1, 2017, and the MSUs granted in 2015 vest on December 31, 2017 and March 2, 2018, respectively. The maximum number of shares issuable upon vesting is 200% of the MSUs initially granted based on the average price of the Company's common stock relative to the Index during the Performance Period. 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 volatility 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. As the Company issues stock options and SARs, it evaluates the assumptions used to value its stock option awards and SARs. If factors change and the Company employs different assumptions, noncash share based compensation expense may differ significantly from what has been recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned noncash share based compensation expense. Future noncash share based compensation expense and unearned noncash share based compensation will increase to the extent that the Company grants additional equity awards to employees. At December 31, 2015 , there were an estimated $39.3 million of total unrecognized compensation costs related to noncash share based compensation arrangements. These costs will be recognized over a weighted average period of 2.4 years. For further discussion of the Company’s noncash share based compensation plans, see Note 11 to the Consolidated Financial Statements. Product warranties The Company generally issues warranties for 90 days following the first use of the software in a production environment, depending on the contract, for software licenses and implementation services. In the Company’s experience, warranty costs have been insignificant. Income taxes The Company uses the asset and liability method to account for income taxes, including recognition of deferred tax assets and liabilities for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax basis. The Company reviews its deferred tax assets for recovery. A valuation allowance is established when the Company believes that it is more-likely than not that some portion of its deferred tax assets will not be realized. Changes in the valuation allowance from period to period are included in the Company’s tax provision in the period of change. The Company accounts for uncertain income tax positions recognized in an enterprise’s financial statements in accordance with the income tax topic of the ASC issued by the FASB. This interpretation requires companies to use a prescribed model for assessing the financial recognition and measurement of all tax positions taken or expected to be taken in its tax returns. This guidance provides clarification on recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. The Company recognized accrued interest and penalties related to income taxes as a component of income tax expense. For additional information regarding the Company’s income taxes, see Note 12 to the Consolidated Financial Statements. Segment reporting The Company reports as one operating segment with the Chief Executive Officer ("CEO") acting as the Company’s chief operating decision maker. The Company’s CEO reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has a single reporting unit, and there are no segment managers who are held accountable for operations, operating results or components below the consolidated unit level. 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, restricted stock units and market 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. Recently adopted accounting pronouncements On November 20, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2015-17, "Balance Sheet Classification of Deferred Taxes", requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on the balance sheet. The classification change for all deferred taxes as non-current simplifies entities’ processes as it eliminates the need to separately identify the net current and net non-current deferred tax asset or liability in each jurisdiction and allocate valuation allowances. The Company elected to prospectively adopt the accounting standard in the fourth quarter of fiscal 2015. Prior periods in the Consolidated Financial Statements were not retrospectively adjusted. Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which supersedes nearly all existing revenue recognition guidance under GAAP and permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Business Combination Cameleon Software, SA In October 2013, the Company entered into a tender offer agreement with Cameleon Software SA (now PROS France, and referred to in this subsection 3 as "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 tender, the Company's exercise of Cameleon warrants in July 2014, and the Company's completion of a second tender in November 2014, the Company now controls 100% of Cameleon's common stock. The Company acquired Cameleon for total cash consideration of approximately $32 million , net of cash acquired. During the year ended December 31, 2014, the Company incurred acquisition-related costs of $1.7 million , consisting primarily of the cost for the retention of key employees, and advisory and legal fees. The Company recorded revenue for Cameleon of approximately $11.9 million in the consolidated statement of operations from the acquisition date through December 31, 2014. 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 acquisition initially resulted in $16.2 million of goodwill. During the year ended December 31, 2014, the fair value of the other tangible assets and liabilities was increased and resulted in a net change in goodwill of $0.5 million . The allocation of the purchase price for Cameleon is updated as follows (in thousands): Cash and cash equivalents $ 7,086 Accounts receivable 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 and their respective useful lives (in thousands): Useful Life Amount (years) Trade Name $ 1,020 8 Customer Relationships 1,455 2-5 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, trade name and other 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 which was settled in September 2015 for $1.3 million . 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. Intangibles and goodwill of $5.8 million are expected to be currently deductible for tax purposes. In accordance with GAAP, goodwill is not 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. ("SignalDemand") 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, Cameleon and SignalDemand, on a pro forma basis, as though the Company had acquired Cameleon and SignalDemand 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. Year Ended December 31, (in thousands) 2014 2013 Total revenue $ 186,081 $ 168,974 Net loss attributable to PROS Holdings, Inc. (36,776 ) (3,647 ) Earnings per share - basic and diluted $ (1.27 ) $ (0.13 ) |
Noncontrolling interest (Notes)
Noncontrolling interest (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | Non-controlling interest The following table presents a rollforward of the non-controlling interest from the date of acquisition of Cameleon Software SA on January 8, 2014 through December 31, 2014 (in thousands): Beginning balance as of January 8, 2014 $ 6,204 Change in Parent's ownership in the subsidiary, net of cumulative earnings previously allocated to NCI and re-allocated to Parent's equity (5,282 ) Net loss allocated to non-controlling interest (907 ) Foreign currency translation adjustment (15 ) Ending balance as of December 31, 2014 $ — The Company controlled 100% of Cameleon Software SA as of December 31, 2014 and there were no activities or outstanding balance related to non-controlling interest for the year ended December 31, 2015 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Goodwill and Intangible Assets The change in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 , was as follows (in thousands): Balance as of December 31, 2013 $ 7,024 Goodwill acquired 15,717 Purchase accounting adjustments 151 Foreign currency translation adjustments (1,329 ) Balance as of December 31, 2014 21,563 Foreign currency translation adjustments (1,118 ) Balance as of December 31, 2015 $ 20,445 The increase in goodwill for the year ended December 31, 2014 was primarily the result of the acquisition of Cameleon Software SA. The goodwill balance related to Cameleon Software SA is denominated in local currency. Intangible assets consisted of the following as of December 31, (in thousands): December 31, 2014 Weighted average useful life (years) Gross Carrying Amount Accumulated Amortization* Net Carrying Amount Developed technology 7 $ 14,567 $ 2,082 $ 12,485 Internally developed technology and other 2 1,254 620 634 Maintenance Relationship 8 3,591 788 2,803 Customer relationships 7 4,853 1,399 3,454 Trade name 8 952 133 819 Total $ 25,217 $ 5,022 $ 20,195 *Cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying entities, decreased total intangible assets by approximately $1.5 million as of December 31, 2014. December 31, 2015 Weighted average useful life (years) Gross Carrying Amount Accumulated Amortization* Net Carrying Amount Developed technology 7 $ 14,567 $ 4,897 $ 9,670 Internally developed technology and other 2 1,254 1,245 9 Maintenance Relationship 8 3,591 1,527 2,064 Customer relationships 7 4,853 2,405 2,448 Trade name 2 952 952 — Total $ 25,217 $ 11,026 $ 14,191 *Cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying entities, decreased total intangible assets by approximately $1.2 million as of December 31, 2015. Customer relationships are amortized over a period ranging from two to eight years. In the third quarter of 2015, the Company determined that the original strategy for the trade name of Cameleon Software SA had changed which caused a change in estimate related to the useful life of the asset and the amortization related to this intangible asset was accelerated and fully recognized at that time. Intangible asset amortization expense for the years ended December 31, 2015 , 2014 and 2013 was $4.8 million , $5.2 million and $0.1 million , respectively. As of December 31, 2015 , the expected future amortization expense for the acquired intangible assets for each of the five succeeding years and thereafter was as follows (in thousands): Year Ending December 31, Amount 2016 $ 2,955 2017 2,709 2018 2,709 2019 2,594 2020 2,564 2021 and thereafter 660 Total amortization expense $ 14,191 |
Accounts Receivable and Contrac
Accounts Receivable and Contracts in Progress | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Receivable and Contracts in Progress [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Accounts receivable and contracts in progress Accounts receivable at December 31, 2015 and 2014 , consists of the following (in thousands): December 31, 2015 2014 Accounts receivable $ 36,539 $ 64,004 Unbilled receivables 3,162 7,959 Total receivables 39,701 71,963 Less: Allowance for doubtful accounts (586 ) (868 ) Accounts receivable, net $ 39,115 $ 71,095 The bad debt expense reflected in general and administrative expenses in the accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2015 , 2014 and 2013 , totaled approximately $(0.3) million , $(0.1) million and $0.4 million , respectively. Activity related to contracts in progress at December 31, 2015 and 2014 , is summarized as follows (in thousands): December 31, 2015 2014 Costs and estimated earnings recognized to date $ 415,172 $ 349,874 Progress billings to date (477,339 ) (400,349 ) Total $ (62,167 ) $ (50,475 ) The foregoing table reflects the aggregate invoiced amount of all contracts in progress and maintenance as of the respective dates, including amounts that have already been collected. These amounts are included in the accompanying Consolidated Balance Sheets at December 31, 2015 and 2014 , as follows (in thousands): December 31, 2015 2014 Unbilled receivables $ 3,162 $ 7,959 Deferred revenue (65,329 ) (58,434 ) Total $ (62,167 ) $ (50,475 ) At December 31, 2015 and 2014 , the Company had approximately $23.1 million and $20.2 million , respectively, in deferred maintenance and support revenue, which is reflected above within deferred revenue and progress billing. |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts receivable at December 31, 2015 and 2014 , consists of the following (in thousands): December 31, 2015 2014 Accounts receivable $ 36,539 $ 64,004 Unbilled receivables 3,162 7,959 Total receivables 39,701 71,963 Less: Allowance for doubtful accounts (586 ) (868 ) Accounts receivable, net $ 39,115 $ 71,095 |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 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 Year Ended December 31, 2015 2014 2013 Numerator: Net (loss) income attributable to PROS Holdings, Inc. $ (65,811 ) $ (36,644 ) $ 3,446 Denominator: Weighted average shares (basic) 29,578 28,915 28,004 Dilutive effect of stock options, restricted stock units and stock appreciation rights — — 2,110 Weighted average shares (diluted) 29,578 28,915 30,114 Basic earnings per share $ (2.23 ) $ (1.27 ) $ 0.12 Diluted earnings per share $ (2.23 ) $ (1.27 ) $ 0.11 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 2.2 million and 2.0 million for the years ended December 31, 2015 and 2014 , respectively, and an immaterial number of antidilutive shares for the year ended December 31, 2013 . Basic shares were used to calculate loss per share for the years ended December 31, 2015 and 2014 . Since the Company intends to settle the principal amount of its Senior Notes (see Note 13) 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. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Property and equipment, net Property and equipment, net as of December 31, 2015 and 2014 consists of the following: December 31, Estimated useful life 2015 2014 Furniture and fixtures 7-10 years $ 2,869 $ 2,874 Computers and equipment 3-5 years 19,069 15,662 Software 2-6 years 5,238 5,068 Capitalized internal-use software development costs 3 years — 2,639 Leasehold improvements Shorter of lease term or useful life 5,613 5,625 Construction in progress 55 5 Property and equipment, gross 32,844 31,873 Less: Accumulated depreciation and amortization (17,067 ) (16,085 ) Property and equipment, net $ 15,777 $ 15,788 Depreciation and amortization was approximately $5.5 million , $5.0 million and $4.2 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. During the years ended December 31, 2015 , 2014 and 2013 , the Company disposed of approximately $4.4 million , zero and $1.5 million , respectively, of fully depreciated assets. During the year ended December 31, 2015 , the Company recognized approximately $0.2 million of loss on disposal of certain non-fully depreciated assets. No gain or loss on disposal of assets was recognized for the years ended December 31, 2014 and 2013 . As of December 31, 2015 and 2014 , the Company had approximately $4.1 million and $6.7 million , respectively, of fully depreciated assets in use. During the years ended December 31, 2015 and 2014 , the Company capitalized internal-use software development costs of approximately $0.3 million and $2.5 million , respectively, related to its cloud-based solutions. As of December 31, 2015 and 2014 , approximately zero and $1.6 million , respectively, of capitalized internal-use software development costs were subject to amortization. Included in accumulated depreciation and amortization is approximately zero and $0.2 million , respectively, of amortization related to capitalized internal-use software development costs for the years ended December 31, 2015 and 2014 . During the years ended December 31, 2015 and 2014 , the Company recorded $2.9 million and $4.0 million of impairment charges related to internally developed software. The impairments resulted from a reduction of projected cash flows for product groups based on revisions to the Company's projections during the year and were recorded to reduce the carrying value to fair value. The impairment in 2015 was triggered by a change in product strategy which resulted in a reduction in projected cash flows. The impairment in 2014 was triggered by the integration of the products acquired from the Company's acquisitions, which resulted in a reduction in projected cash flows. No impairment was recorded for the year ended December 31, 2013 . |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Fair value measurements The Company adopted fair value measurements guidance for financial and nonfinancial assets and liabilities. The guidance defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The guidance defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. The guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 : Quoted prices for similar assets or liabilities in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 : Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). A portion of the Company’s existing cash and cash equivalents are invested in short-term interest bearing obligations with original maturities less than 90 days, principally various types of money market funds. In addition, the Company had short-term investments consisting of commercial papers. The Company does not enter into investments for trading or speculative purposes. At December 31, 2015 and 2014 , the Company had approximately $127.2 million and $135.3 million invested in treasury money market funds, respectively, and $2.5 million and zero in short-term investments, respectively. These investments are required to be measured at fair value on a recurring basis. The fair value of these accounts is determined based on quoted market prices, which represents level 1 in the fair value hierarchy. The Company's diversified money market funds, treasury money market funds and short-term investments have a fair value that is not materially different from its carrying amount. The Company recorded an immaterial amount of unrealized gain related to the short-term investments for the year ended December 31, 2015 . Reclassification adjustments for realized gain (loss) on available-for-sale securities in net income were immaterial for the year ended December 31, 2015 . The fair value of the Company's Senior Notes is classified in the Level 2 hierarchy. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Stockholders’ equity Stock repurchase On August 25, 2008, the Company’s Board of Directors approved a stock repurchase program that authorized the Company to purchase up to $15.0 million of the Company’s outstanding shares of common stock. Under the board-approved repurchase program, share purchases may be made from time to time in the open market or through privately negotiated transactions depending on market conditions, share price, trading volume and other factors, and such purchases, if any, will be made in accordance with applicable insider trading and other securities laws and regulations. These repurchases may be commenced or suspended at any time or from time to time without prior notice. The Company did not repurchase any shares under this plan for the years ended December 31, 2015 and 2014 . The remaining amount available to purchase common stock under this plan was $10.0 million as of December 31, 2015 . |
Noncash Share-based Compensatio
Noncash Share-based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Noncash Share-based Compensation [Abstract] | |
Noncash Share-based Compensation | Noncash share based compensation Employee noncash share based compensation plans: The Company has two noncash share based compensation plans; the 1999 Stock Plan and the 2007 Stock Plan. These plans authorize the discretionary granting of various types of stock awards to key employees, officers, directors and consultants. The discretionary issuance of stock awards generally contains vesting provisions ranging from one to four years. 1999 Stock Plan . Under the 1999 Stock Plan, the Company is authorized to grant options to purchase shares of common stock to its employees, directors and consultants at the Company’s discretion. The Company’s 1999 Stock Plan was terminated in March 2007 for purposes of granting any future equity awards. There were issued and outstanding stock options to purchase 33,325 shares of the Company’s common stock under the 1999 Stock Plan as of December 31, 2014 . All outstanding options were exercised during the year ended December 31, 2015 and there were no outstanding options remaining as of December 31, 2015 . 2007 Stock Plan. The Company’s 2007 Stock Plan was adopted in March 2007. The purpose of the 2007 Stock Plan is to promote the Company’s long-term growth and profitability. The 2007 plan is intended to make available incentives that will help the Company to attract, retain and reward employees whose contributions are essential to its success. Under the 2007 Stock Plan, the Company’s employees, officers, directors and other individuals providing services to the Company or any of its affiliates are eligible to receive awards. The 2007 Stock Plan has an evergreen provision that allows for an annual increase equal to the lesser of (i) 3.5% of the Company’s outstanding shares, (ii) 900,000 shares, or (iii) any lesser amount determined by the Compensation Committee of the Board of Directors. The Company may provide these incentives through the grant of: (i) restricted stock awards; (ii) restricted stock unit awards; (iii) stock options; (iv) stock appreciation rights; (v) phantom stock; and (vi) performance awards. In January 2015, the Company increased the number of shares available to grant by 900,000 under the evergreen provision in the Company’s 2007 Stock Plan, increasing the number shares reserved for issuance to 9,068,000 . As of December 31, 2015 , the Company had outstanding equity awards to acquire 3,638,293 shares of its common stock held by the Company’s employees, directors and consultants under the 2007 Stock Plan. Included in the outstanding equity awards are 828,979 of stock options, 1,799,298 RSUs, 521,716 SARs and 488,300 MSUs held by the Company’s employees, directors and consultants. As of December 31, 2015 , 1,062,461 shares remain available for grant under the 2007 Stock Plan. As of December 31, 2015 , there were no restricted stock awards or phantom stock issued under the 2007 Stock Plan. In February 2014, the Company granted inducement awards in an aggregate amount of up to 308,250 shares in accordance with NYSE Rule 303A.08. These inducement awards were in the form of RSUs and MSUs granted to the recently appointed Chief Operating Officer and RSUs granted to certain new employees in connection with the acquisitions of Cameleon Software SA and SignalDemand. As of December 31, 2015 , the Company had outstanding equity inducement awards to acquire 214,663 shares of its common stock held by the Company's employees and officers. Included in the outstanding equity awards are 139,663 RSUs (time and performance based) and 75,000 MSUs. Noncash share based compensation expense for all noncash share based payment awards granted is determined based on the grant-date fair value of the award. The Company recognizes compensation expense, net of estimated forfeitures, which represents noncash share based awards expected to vest on a straight-line basis over the requisite service period of the award, which is generally the vesting term. Noncash share based awards typically vest over four years. Stock options are generally granted for a ten-year term. The Company estimates forfeiture rates based on its historical experience for grant years where the majority of the vesting terms have been satisfied. Changes in estimated forfeiture rates are recognized through a cumulative catch-up adjustment in the period of change and thus impact the amount of noncash share based compensation expense to be recognized in future periods. Noncash share based compensation expense is allocated to expense categories on the Consolidated Statements of Comprehensive Income. The following table summarizes noncash share based compensation expense, net of amounts capitalized, for the years ended December 31, 2015 , 2014 and 2013 (in thousands). For the Year Ended December 31, 2015 2014 2013 Share-based compensation: Cost of revenue $ 3,719 $ 3,469 $ 2,071 Operating expenses: Selling and marketing 8,536 6,514 3,834 General and administrative 10,293 8,003 7,055 Research and development 5,316 4,679 3,139 Total included in operating expenses 24,145 19,196 14,028 Total share-based compensation expense $ 27,864 $ 22,665 $ 16,099 At December 31, 2015 , there was an estimated $39.3 million of total unrecognized compensation costs related to noncash share based compensation arrangements. These costs will be recognized over a weighted average period of 2.4 years. Stock Options: The following table summarizes the Company’s stock option activity for the year ended December 31, 2015 (number of shares and intrinsic value in thousands): Number of shares under option Weighted average exercise price Weighted average remaining contractual term (year) Aggregate intrinsic value (1) Outstanding, December 31, 2014 961 $ 11.87 Granted — — Exercised (131) 10.67 Forfeited — — Expired (1) 14.93 Outstanding, December 31, 2015 829 $ 12.06 1.82 $ 9,105 Vested and exercisable at December 31, 2015 829 $ 12.06 1.82 $ 9,105 (1) The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on December 31, 2015 of $23.04 and the grant date fair value. For the years ended December 31, 2015 and 2014 , respectively, the Company did not grant any stock options. The total intrinsic value of stock options exercised for the years ended December 31, 2015 , 2014 and 2013 was $1.6 million , $4.5 million and $5.2 million , respectively. RSUs: The Company has granted RSUs under the 2007 Stock Plan and as part of the February 2014 inducement awards grant. RSUs include both time-based awards as well as performance-based awards in which the number of shares that vest are based upon the revenue expected to be earned by the Company from binding customer agreements for the provision of CPQ solutions. Generally, the time-based RSUs granted to employees, directors and consultants vest in equal annual installments over a one to four year period from the grant date. At December 31, 2015 , there were 1,938,961 shares related to RSUs outstanding and unvested. The following table summarizes the Company's unvested RSUs as of December 31, 2015 , and changes during the year then ended, is as follows (number of shares and intrinsic value in thousands): Number of shares Weighted average grant date fair value Weighted average remaining contractual term (year) Aggregate intrinsic value (1) Unvested at December 31, 2014 1,864 $ 26.67 Granted 976 25.29 Vested (632 ) 24.11 Forfeited (269 ) 27.14 Unvested at December 31, 2015 1,939 $ 26.75 4.04 $ 44,674 Expected to vest at December 31, 2015 1,899 $ 26.75 4.03 $ 43,748 (1) The aggregate intrinsic value was calculated based on the fair value of the Company’s common stock on December 31, 2015 of $23.04 . The weighted average grant-date fair value of the RSUs granted during the years ended December 31, 2015 , 2014 and 2013 was $25.29 , $33.46 and $20.08 , respectively. SARs: The Company has granted SARs under the 2007 Stock Plan. The SARs will be settled in stock at the time of exercise and vest four years from the date of grant subject to the recipient’s continued employment with the Company. The number of shares issued upon the exercise of the SARs is calculated as the difference between the share price of the Company’s stock on the date of exercise and the date of grant multiplied by the number of SARs divided by the share price on the exercise date. The following table summarizes the Company's SARs activity for the year ended December 31, 2015 (number of shares and intrinsic value in thousands): Stock appreciation rights Weighted average exercise price Weighted average remaining contractual term (year) Aggregate intrinsic value (1) Outstanding, December 31, 2014 673 $ 10.75 Granted — — Exercised (151 ) 10.34 Forfeited — — Expired — — Outstanding, December 31, 2015 522 $ 10.87 4.85 $ 6,351 Exercisable at December 31, 2015 522 $ 10.87 4.85 $ 6,351 Vested and expected to vest at December 31, 2015 522 $ 10.87 4.85 $ 6,351 (1) The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on December 31, 2015 of $23.04 and the exercise price of the underlying SARs. The Company did not grant SARs in 2015 , 2014 and 2013 . MSUs: I n 2015 , 2014 and 2013 , the Company granted MSUs to certain executives and senior level employees under the 2007 Stock Plan as part of the 2014 inducement awards grant. The MSUs are performance-based awards that vest based upon the Company’s relative shareholder return. The actual number of MSUs that will be eligible to vest is based on the total shareholder return of the Company relative to the total shareholder return of the Index over a three year period ending December 31, 2015, December 31, 2016, December 31, 2017 and March 2, 2018 ("Performance Period"), respectively. The MSUs granted in 2013 vested on January 1, 2016, the MSUs granted in 2014 vest on January 1, 2017, and the MSUs granted in 2015 vest on January 1, 2017 and March 2, 2018. The MSUs maximum number of shares issuable upon vesting is 200% of the MSUs initially granted. The following table summarizes the Company's MSUs activity for the year ended December 31, 2015 (number of shares and intrinsic value in thousands): Number of unvested awards Weighted average grant date fair value Weighted average remaining contractual term (year) Aggregate intrinsic value (1) Unvested at December 31, 2014 444 44.03 Granted 131 $ 32.45 Exercised — — Forfeited (12 ) 34.08 Expired — — Unvested at December 31, 2015 563 $ 41.55 5.07 $ 12,978 (1) The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on December 31, 2015 of $23.04 and the grant date fair value of the underlying MSUs. 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 Company did not estimate a forfeiture rate for the MSUs due to the limited size, the vesting period and nature of the grantee population and the lack of history of granting this type of award. Significant assumptions used in the Monte Carlo simulation model for MSUs granted during the years ended December 31, 2015 , 2014 and 2013 are as follows: For the Year Ended December 31, 2015 2014 2013 Volatility 42.06% 50.86% 56.82% Risk-free interest rate 0.89% 0.68% 0.35% Expected option life in years 2.95 2.88 2.84 Dividend yield — — — The assumptions related to fiscal year 2015 and 2014 are presented on weighted average basis for the various awards granted throughout the period. Employee stock purchase plan: 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 the Company's 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 the Company's 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 year ended December 31, 2015 , the Company issued 37,605 shares under the ESPP. As of December 31, 2015 , 449,003 shares remain authorized and available for issuance under the ESPP. As of December 31, 2015 , the Company held approximately $0.5 million on behalf of employees for future purchases under the ESPP and this amount was recorded in accrued liabilities in the Company's Consolidated Balance Sheet. |
Income Tax Disclosure
Income Tax Disclosure | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income taxes The income tax provision (benefit) consisted of the following for the years ended December 31, 2015 , 2014 and 2013 (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ (51 ) $ (935 ) $ 2,444 State and Foreign 621 790 160 570 (145 ) 2,604 Deferred: Federal 159 12,334 (2,651 ) State 10 304 (126 ) Income tax provision (benefit) $ 739 $ 12,493 $ (173 ) The differences between the effective tax rates reflected in the total provision for income taxes and the U.S. federal statutory rate of 34% for the years ended December 31, 2015 , 2014 and 2013 , respectively, were as follows (in thousands): Year Ended December 31, 2015 2014 2013 Provision at the U.S. federal statutory rate $ (22,124 ) $ (8,520 ) $ 1,113 Increase (decrease) resulting from: State income taxes, net of federal taxes 74 49 (583 ) Nondeductible expenses 1,195 653 235 Acquisition-related expense (4 ) 434 606 Purchase accounting - Statutory to GAAP income adjustment 119 990 — Foreign Tax Expense 350 837 135 Domestic production activities — — (47 ) Nondeductible noncash share based compensation 2,201 1,784 1,308 Incremental benefits from prior years' tax credits — 59 (1,254 ) Incremental benefits for tax credits (1,947 ) (3,259 ) (2,165 ) Change in tax rate/income subject to lower tax rates and other (15 ) (40 ) (30 ) Change in valuation allowance 20,890 19,506 509 Income tax provision (benefit) $ 739 $ 12,493 $ (173 ) The Company’s effective tax rate was a provision of 1% , and 50% for the years ended December 31, 2015 and 2014 , respectively, and a benefit of 5% for the year ended December 31, 2013 . During the year ended December 31, 2015 , the Company's effective tax rate was impacted primarily by a valuation allowance, nondeductible officer's compensation, foreign taxes, and other nondeductible expenses, partially offset by the R&E credit. As of December 31, 2015 and 2014 , the Company had an income tax receivable of approximately $1.0 million and $1.4 million , respectively, which is classified as prepaid and other current assets in the accompanying Consolidated Balance Sheets. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2015 and 2014 are as follows (in thousands): Year Ended December 31, 2015 2014 Current deferred tax assets: State deferred $ — $ 175 Accruals not currently deductible — 341 Current deferred revenue — 1,664 Total current deferred tax assets — 2,180 Less: valuation allowance — (1,972 ) Total current deferred tax assets — 208 Noncurrent deferred tax liability: Property and equipment (2,417 ) (2,180 ) Noncash share based compensation 10,378 8,784 State deferred 249 138 Capitalized software (1,538 ) (897 ) Amortization (2,289 ) (5,540 ) R&E tax credit carryforwards 5,696 4,316 Deferred revenue 923 64 Federal Net Operating Losses ("NOLs") 20,889 4,966 State NOLs 714 593 State Credits 1,348 1,240 Foreign NOLs 8,457 9,119 Foreign tax credit carryforward 1,257 837 Other 487 317 Total noncurrent deferred tax assets 44,154 21,757 Less: valuation allowance (44,321 ) (22,055 ) Total noncurrent deferred tax liability (167 ) (298 ) Total net deferred tax liability $ (167 ) $ (90 ) The current net deferred tax assets and noncurrent net deferred tax liability are classified as prepaids and other current assets, other long-term assets and other noncurrent liabilities, respectively, in the accompanying Consolidated Balance Sheets. In connection with the January 2014 purchase of Cameleon Software SA, the Company made certain US federal tax elections changing the character of the Cameleon Software SA transaction. Prior to the transaction, Cameleon Software SA recorded deferred tax assets, net of a full valuation allowance. During purchase accounting, the Company maintained there was not sufficient positive evidence to outweigh the historic negative evidence surrounding PROS France before and after the transaction to determine it was more likely than not that PROS France would be unable to fully utilize the deferred tax assets. As a result, the Company continued to record a valuation allowance against all deferred tax assets and there was no net effect on the purchase accounting for deferred taxes. In the second quarter of 2015, the Company determined that a step-up in tax deductible goodwill had occurred in 2014 and was not reflected in the 2014 financial statements. The result of the step-up in tax deductible goodwill did not have a material impact to the Company’s Consolidated Balance Sheet and Statement of Comprehensive Income (Loss) as the deferred assets continued to be offset by a full valuation allowance, net of $0.1 million deferred tax liability. As a result, the Company has corrected certain items in the schedule of 2014 deferred taxes by decreasing deferred tax assets $4.9 million , and decreasing the resulting valuation allowance by $4.8 million . The Company assessed the materiality of the error and concluded that it was not material to any prior annual or interim periods. The Company has federal and state net operating loss carryforwards pursuant to the acquisition of SignalDemand, Cameleon Software SA, and current year losses. Internal Revenue Code Section 382 ("Section 382") places certain limitations on the annual amount of U.S. net operating loss carryforwards that can be utilized when a change of ownership occurs. The Company believes the 2013 acquisition of SignalDemand and the 2014 acquisition of Cameleon Software SA were changes in ownership pursuant to Section 382. According to French law the net operating loss carryforwards of Cameleon Software SA parent company are not subject to ownership change limitations. The federal and foreign net operating loss and R&E tax credit carryforward amount available to be used in future periods, taking into account the 382 annual limitation and current year losses, is approximately $106.0 million and $8.2 million , respectively. The Company’s net operating losses will begin to expire in 2024, R&E credits will begin to expire in 2031, and foreign tax credits will begin to expire in 2022. Also included in net operating losses are $25.4 million of carryforwards attributable to Cameleon Software SA which have no expiration. The Company has elected the "with-and-without approach" regarding ordering of windfall tax benefits to determine whether the windfall tax benefit reduced taxes payable in the current year. Under this approach, the windfall tax benefits would be recognized in additional paid-in capital only if an incremental tax benefit is realized after considering all other tax benefits presently available to the Company. The Company’s $30.1 million deferred tax asset related to NOL carryforwards is net of $7.9 million of unrealized excess tax benefits related to stock based compensation. The impact of the excess tax benefit will be recognized in additional paid-in capital upon utilization of the Company’s NOL and tax credits carryforward. As of December 31, 2014, the Company determined it was more likely than not that it would be unable to fully utilize the majority of its U.S. and state deferred tax assets. As a result, the Company has recorded a valuation allowance against those assets to the extent that they cannot be realized through net operating loss carrybacks to prior years. This valuation allowance will be evaluated periodically and will be reversed partially or in whole if business results and the economic environment have sufficiently improved to support realization of some or all of the Company's deferred tax assets. In performing the analysis throughout 2015, the Company determined that there was no sufficient positive evidence to outweigh the current and historic negative evidence to determine that it was more likely than not that the deferred assets would not be realized. Therefore, the Company continues to have a valuation allowance against net deferred tax assets as of December 31, 2015 . Undistributed earnings of the Company’s foreign subsidiaries are considered permanently reinvested and, accordingly, no provision for U.S. federal or state income taxes has been provided thereon. The cumulative amount of undistributed earnings of the Company’s non-U.S. subsidiaries was immaterial for the year ended December 31, 2015 . The determination of the related deferred tax liability, which requires complex analysis of international tax situations related to repatriation, is not practical at this time. The Company is presently investing in international operations located in Europe, North America, and Australia. The Company is funding the working capital needs of its foreign operations through its U.S. operations. In the future, the Company plans to utilize its foreign undistributed earnings, as well as continued funding from its U.S. operations, to support its continued foreign investment. For the years ended December 31, 2015 , 2014 and 2013 , the Company had $0.2 million , $0.4 million and $0.3 million , respectively, of net unrecognized tax benefits which, if recognized, would impact the Company's effective tax rate. The Company recorded a net benefit from a previous accrual of $26,000 and expenses of $56,000 and $3,000 for interest and penalties as of December 31, 2015 , 2014 and 2013 , respectively. The Company believes that it is reasonably possible that there will be no change in the unrecognized tax benefits within the next twelve months. In the third quarter of 2015, the Company settled an audit with the Internal Revenue Service for an immaterial amount related to its 2009 Research and Experimental ("R&E") tax credit. The Company is not aware of any other significant audits in progress at this time. The Company files tax returns in the United States and various state and foreign jurisdictions. The Company is subject to U.S. federal income tax examination for the calendar tax years 2012, 2013 and 2014 and state and foreign income tax examination for various years depending on the statutes of limitation of those jurisdictions. The following table sets forth the changes to the Company's unrecognized tax benefit for the year ended December 31, 2015 , 2014 and 2013 (in thousands): Year Ended December 31, 2015 2014 2013 Beginning Balance $ 395 $ 349 $ 349 Changes based on tax positions related to prior year 21 46 — Changes due to settlement (224 ) — — Ending Balance $ 192 $ 395 $ 349 The table above has been updated to reflect gross tax liability, exclusive of interest and penalties and other offsetting amounts. |
Convertible debt (Notes)
Convertible debt (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Instrument [Line Items] | |
Long-term Debt [Text Block] | 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 2.0% 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 the Company's 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 December 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): December 31, 2015 December 31, 2014 Liability component: Principal $ 143,750 $ 143,750 Less: debt discount, net of amortization (27,379 ) (33,302 ) Net carrying amount $ 116,371 $ 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): Year Ended December 31, 2015 Year Ended December 31, 2014 2.0% coupon $ 2,875 $ 162 Amortization of debt issuance costs 795 46 Amortization of debt discount 5,244 283 Total $ 8,914 $ 491 As of December 31, 2015 and 2014 , the fair value of the Senior Notes was $114.6 million and $114.7 million , respectively. 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 the Company's 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). 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. |
Credit Facility
Credit Facility | 12 Months Ended |
Dec. 31, 2015 | |
Credit Facility Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Credit Facility In July 2012, the Company, through its wholly owned subsidiary PROS, Inc., entered into a $50 million secured Credit Agreement (the "Revolver") with Wells Fargo Bank, N.A. ("Wells Fargo"). In connection with the issuance of the Senior Notes, PROS, Inc. amended the Revolver in December 2014 to, among other things, allow for the Company’s issuance of the Senior Notes, Note Hedge and Warrant. The Revolver is for a five year term, with interest paid at the end of the applicable one month, three month or six month interest period at a rate per annum equal to LIBOR plus an applicable margin of 1.5% to 2.25% or the Federal Funds Rate plus an applicable margin of 1.5% to 2.25% . Borrowings under the Revolver are collateralized by a first priority interest in and lien on all of the Company's material assets. The Revolver contains affirmative and negative covenants, including covenants which restrict the ability of the Company to, among other things, create liens, incur additional indebtedness and engage in certain other transactions, in each case subject to certain exclusions. In addition, the Revolver contains certain financial covenants which become effective in the event the Company's availability under the revolver plus cash and cash equivalents falls below $20 million or upon the occurrence of an event of default. As of December 31, 2015 , the Company was in compliance with all financial covenants in the Revolver. As of December 31, 2015 and 2014 , $0.1 million of unamortized debt issuance costs related to the Revolver is included in other long-term assets in the consolidated balance sheets. For both years ended December 31, 2015 and 2014 , $0.1 million of debt issuance cost amortization is included in Other Expense, net in the Consolidated Statements of Comprehensive Income (Loss). As of December 31, 2015 , the Company had no outstanding borrowings under the Revolver. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and contingencies Litigation: In the ordinary course of the Company’s 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. Indemnification: The Company’s software agreements generally include certain provisions for indemnifying customers against liabilities if the Company’s software solutions infringe a third party’s intellectual property rights. To date, the Company has not incurred any losses as a result of such indemnifications and has not accrued any liabilities related to such obligations in the Company’s Consolidated Financial Statements. Lease commitments: The Company leases office space and office equipment under noncancelable operating leases that expire at various dates. The Company incurred approximately $3.5 million , $3.3 million and $2.1 million of total rent expense for the years ended December 31, 2015 , 2014 and 2013 , respectively. As of December 31, 2015 , the future minimum lease commitments related to lease agreements were as follows: Year Ending December 31, Amount 2016 $ 2,804 2017 1,054 2018 547 2019 467 2020 482 2021 and thereafter — Total minimum lease payments $ 5,354 The Company's headquarters are located in Houston, Texas, where it leases approximately 98,000 square feet of office space. The Company also has small regional offices in London, England; Paris, France; Toulouse, France; Munich, Germany; San Francisco, California; Skokie, Illinois; and Austin, Texas. In July 2011, the Company entered into a third amendment to its corporate office lease in Houston, TX (the "Third Lease Amendment"). The Third Lease Amendment, among other things, provides for a five year extension, until September 30, 2016, and an increase in the square footage. The Third Lease Amendment has two options to extend the term of the lease for an additional 72 months. Also, the Third Lease Amendment provides for an early termination at any time after July 31, 2013. In June 2012, the Company entered into a fourth amendment to its corporate office lease in Houston, TX which increased the square footage of the corporate offices to approximately 90,000 square feet , and provided an option to an additional 7,411 square feet. In August 2012, the Company entered into a ten year lease for approximately 3,100 square feet of office space in London, United Kingdom. The lease provides an option to terminate the lease in August 2017. In June 2011, the Company entered into a five year lease for approximately 3,300 square feet of office space in Austin, Texas. This lease expires in September 2016. As part of the SignalDemand acquisition, the Company assumed a lease for approximately 6,600 square feet of office in San Francisco, California. This lease expired at the end of 2015 and was renewed through December 2020. As part of the Cameleon Software SA acquisition, the Company assumed a lease for approximately 14,380 square feet of office space in Toulouse, France, which expires February 24, 2018. As part of the Cameleon Software SA acquisition, the Company also assumed a lease for approximately 9,666 square feet of office space in Skokie, Illinois, which expires February 28, 2018 with an option to extend the term of the lease for an additional 5 years. The Company believes its existing facilities are sufficient for its current needs. The Company may add new facilities and expand its existing facilities as it adds employees, and it believes that suitable additional or substitute space will be available as needed to accommodate any such expansion of its operations. The Company had no capital leases at December 31, 2015 and 2014 . |
Segments
Segments | 12 Months Ended |
Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Segment Reporting Disclosure [Text Block] | Segment and geographic information Operating segments are the components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision-maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance of the segment. The Company’s CODM is its Chief Executive Officer ("CEO"), who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company sells its pricing and revenue management software to customers in multiple industries and geographies, but has no segment managers who are held accountable for operations, operating results or components below the consolidated unit level. The company does not allocate costs at a level that would give segment managers the ability to meaningfully evaluate financial performance below the level presented to the CODM. Therefore, the Company believes that it operates in one segment and has a single reporting unit. Revenue by Geography The Company presents financial information on a consolidated basis and does not assess the profitability of its geographic regions. Accordingly the Company does not attempt to comprehensively assign or allocate costs to these regions and does not produce reports for, or measure the performance of, its geographic regions based on any asset-based metrics. International revenue for the years ended December 31, 2015 , 2014 and 2013 , amounted to approximately $104.5 million , $103.7 million and $79.8 million , respectively, representing 62% , 56% and 55% , respectively, of annual revenue. The following geographic information is presented for the years ended December 31, 2015 , 2014 and 2013 . The Company categorizes geographic revenues based on the location of the customer’s headquarters. Year Ended December 31, 2015 2014 2013 Revenue Percent Revenue Percent Revenue Percent The Americas: United States of America $ 63,754 38 % $ 82,086 44 % $ 65,072 45 % Other 10,680 6 % 15,365 8 % 12,222 8 % Subtotal 74,434 44 % 97,451 52 % 77,294 54 % Europe 47,514 28 % 45,987 25 % 33,666 23 % Asia Pacific 30,110 18 % 34,170 18 % 22,411 15 % The Middle East 14,198 8 % 6,239 3 % 9,840 7 % Africa 1,990 1 % 1,982 1 % 1,626 1 % Total revenue $ 168,246 100 % $ 185,829 100 % $ 144,837 100 % |
Concentrations of Risk
Concentrations of Risk | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Concentrations of credit risk For the years ended December 31, 2015 , 2014 and 2013 , no customer accounted for 10% or more of revenue. For the year ended December 31, 2015 , no customer accounted for 10% or more of accounts receivables, net and unbilled. The Company’s cash and cash equivalents and short-term investments on deposit with any one party and at any point in time may exceed federally insured limits. To date, the Company has not incurred any losses in connection with short-term investments. |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Related-party transactions The Company currently has employment agreements with its executive officers. The employment agreements provide for twelve to eighteen months of salary upon termination without cause or, in some cases, for good reason and the vesting of certain stock options or other equity awards. |
Employment Retirement Savings
Employment Retirement Savings | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Benefit Plan Disclosure [Line Items] | Employee retirement savings plan The Company sponsors a 401(k) savings plan ("401(k) Plan"). The 401(k) Plan is available to substantially all United States employees and is designed to provide eligible employees with an opportunity to make regular contributions to a long-term investment and savings program. Historically, the Company’s matching contribution is defined as 50% of the first 6% of employee contributions. The Company may also make discretionary contributions. Matching contributions by the Company in 2015 , 2014 and 2013 totaled approximately $1.8 million , $1.4 million and $1.1 million , respectively. |
Quarterly Results
Quarterly Results | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | Quarterly results (Unaudited) The following table presents certain unaudited quarterly financial data for the years ended December 31, 2015 and 2014 . This information has been prepared on the same basis as the accompanying Consolidated Financial Statements and all necessary adjustments have been included in the amounts below to state fairly the selected quarterly information when read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto. Quarter Ended December 31, 2015 September 30, 2015 June 30, 2015 March 31, 2015 Total revenue $ 42,012 $ 40,866 $ 41,689 $ 43,679 Gross profit $ 26,599 $ 25,600 $ 25,959 $ 28,678 Loss from operations $ (15,040 ) $ (15,866 ) $ (12,868 ) $ (11,723 ) Net loss attributable to PROS Holdings, Inc. $ (17,731 ) $ (18,182 ) $ (15,668 ) $ (14,230 ) Net loss attributable to common stockholders per share: Basic $ (0.60 ) $ (0.61 ) $ (0.53 ) $ (0.48 ) Diluted $ (0.60 ) $ (0.61 ) $ (0.53 ) $ (0.48 ) Quarter Ended December 31, September 30, June 30, March 31, Total revenue $ 53,829 $ 46,719 $ 44,368 $ 40,913 Gross profit $ 39,319 $ 32,442 $ 29,615 $ 26,367 Loss from operations $ (2,316 ) $ (3,720 ) $ (7,871 ) $ (8,500 ) Net loss attributable to PROS Holdings, Inc. $ (17,459 ) $ (3,734 ) $ (6,996 ) $ (8,455 ) Net loss attributable to common stockholders per share: Basic $ (0.60 ) $ (0.13 ) $ (0.24 ) $ (0.29 ) Diluted $ (0.60 ) $ (0.13 ) $ (0.24 ) $ (0.29 ) |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | Schedule II Valuation and Qualifying Accounts Balance at beginning of period Additions charged to costs and expenses Deductions (1) Other (2) Balance at end of period Allowance for doubtful accounts 2015 $ 868 $ 319 $ (601 ) $ — $ 586 2014 $ 1,060 $ 8 $ (200 ) $ — $ 868 2013 $ 760 $ 369 $ (69 ) $ — $ 1,060 Valuation allowance 2015 $ 24,027 $ 20,890 $ — $ (596 ) $ 44,321 2014 $ 1,357 $ 19,506 $ — $ 3,164 $ 24,027 2013 $ — $ 509 $ — $ 848 $ 1,357 (1) Deductions column represents the reversal of additions previously charged to costs and expenses and uncollectible accounts written off, net of recoveries. (2) Additions represent valuation allowance adjustments recorded as part of the purchase accounting allocation related to the SignalDemand and Cameleon Software SA acquisitions as well as cumulative translation adjustment. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Principles of consolidation and basis of presentation The Consolidated Financial Statements include the accounts of the Company, and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). Certain reclassifications of previously recorded amounts have been made to conform to the current period presentation, such reclassifications impacted the classification of sales and marketing, and general and administrative expenses, but did not have an impact on the Company's results of operations, cash flows, or financial position. |
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’s management makes estimates and assumptions in the preparation of its audited Consolidated Financial Statements in conformity with GAAP. These estimates and assumptions may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the audited Consolidated Financial Statements and the reported amounts of revenue and expense during the reporting periods. Actual results could differ from those estimates. The complexity of the estimation process and issues related to the assumptions, risks and uncertainties inherent in the application of the percentage-of-completion method of revenue recognition affects the amount of revenue, expenses, unbilled receivables and deferred revenue. Numerous internal and external factors can affect estimates. Estimates are also used for, but not limited to, receivables, allowance for doubtful accounts, useful lives of assets, depreciation and amortization, the fair value of assets acquired and liabilities assumed for business combinations, income taxes and deferred tax asset valuation, valuation of stock options, other current liabilities and accrued liabilities. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase, or the ability to be settled in cash within a period of three months, to be cash equivalents. The Company has a cash management program that provides for the investment of excess cash balances, primarily in short-term money market instruments. |
Investment, Policy [Policy Text Block] | Short-term investments The Company's investments are available-for-sale commercial paper and certificates of deposit 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 (Loss) 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 the Company's cost basis; (ii) the financial condition of the issuer of the security has deteriorated; (iii) if a debt security, it is probable that the Company 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) the Company has 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 December 31, 2015 . |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Financial instruments The carrying amount of the Company’s financial instruments, which include cash equivalents, short-term investments, receivables and accounts payable, approximates their fair values at December 31, 2015 and 2014 . For additional information on the Company’s fair value measurements, see Note 9 to the Consolidated Financial Statements. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts which reflects the Company's best estimate of potentially uncollectible receivables. The Company regularly reviews the receivables allowances by considering such factors as historical experience, credit-worthiness, the age of the receivable balances and current economic conditions that may affect a customer’s ability to pay and the Company specifically reserves for those deemed uncollectible. |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Prepaid expenses and other assets Prepaid expenses and other assets consist primarily of short-term deferred tax assets, prepaid income taxes, deferred project costs and prepaid third-party license fees. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment, net Property and equipment are recorded at cost, less accumulated depreciation. Maintenance, repairs and minor replacements are charged to expense as incurred. Significant renewals and betterments are capitalized. Depreciation on property and equipment, with the exception of leasehold improvements, is recorded using the straight-line method over the estimated useful lives of the assets. Depreciation on leasehold improvements is recorded using the shorter of the lease term or useful life. When property is retired or disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in the Consolidated Statements of Comprehensive Income in the period of disposal. |
Internal-use software | Internal-use software Costs incurred to develop internal-use software during the application development stage are capitalized, stated at cost, and depreciated using the straight-line method over the estimated useful lives of the assets. Application development stage costs generally include salaries and personnel costs and third-party contractor expenses associated with internal-use software development, configuration, coding and testing. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point in which the project is substantially complete and is ready for its intended purpose. Capitalized internal-use software is included in property and equipment, net in the Consolidated Balance Sheets. |
Impairment or Disposal of Long-Lived 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. During the years ended December 31, 2015 and 2014 , the Company recorded a full impairment of $2.9 million and $4.0 million , respectively, related to capitalized internal-use software associated with the expected future cash flows. The Company did not record any impairment charges in the year ended December 31, 2013 . |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Intangible assets and goodwill Intangible assets that have finite lives are amortized over their useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During this review, the Company reevaluates the significant assumptions used in determining the original cost and estimated lives of long-lived assets. Although the assumptions may vary from asset to asset, they generally include operating results, changes in the use of the asset, cash flows and other indicators of value. Management then determines whether the remaining useful life continues to be appropriate or whether there has been an impairment of long-lived assets based primarily upon whether expected future undiscounted cash flows are sufficient to support the assets’ recovery. If impairment exists, the Company would adjust the carrying value of the asset to fair value, generally determined by a discounted cash flow analysis. Goodwill represents the excess of the purchase consideration over the net of the acquisition-date fair value of identifiable assets acquired, including identifiable intangible assets, and liabilities assumed in connection with business combinations. Goodwill is not amortized, but is assessed for impairment as of November 30 of each fiscal year, or more frequently if events or changes in circumstances indicate that the fair value of the Company’s reporting unit has been reduced below its carrying value. When conducting the annual goodwill impairment assessment, a three step process is used. The first step is to perform an optional qualitative evaluation as to whether it is more likely than not that the fair value of the Company’s reporting unit is less than its carrying value, using an assessment of relevant events and circumstances. In performing this assessment, the Company is required to make assumptions and judgments including but not limited to an evaluation of macroeconomic conditions as they relate to the business, industry and market trends, as well as the overall future financial performance of the reporting unit and future opportunities in the markets in which it operates. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no additional tests are required to be performed in assessing goodwill for impairment. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, the Company performs a second step, consisting of a quantitative assessment of goodwill impairment. This quantitative assessment requires us to estimate the fair value of the reporting unit and compare the estimated fair value to its respective carrying value (including goodwill) as of the date of the impairment test. The third step, employed for the reporting unit failing the second step, is used to measure the amount of any potential impairment and compares the implied fair value of the reporting unit with the carrying amount of goodwill. Based on the results of the qualitative review of goodwill performed as of November 30, 2015, the Company did not identify any indicators of impairment. As such, the second and third steps described above were not necessary. |
Research, Development, and Computer Software, Policy [Policy Text Block] | Research and development Research and development costs for software sold to customers are expensed as incurred. These costs include salaries and personnel costs, including employee benefits, third-party contractor expenses, software development tools, an allocation of facilities and depreciation expenses and other expenses in developing new solutions and upgrading and enhancing existing solutions. Software Development Costs Capitalization of software development costs for software to be sold, leased, or otherwise marketed begins upon the establishment of technological feasibility, which is generally the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. Amortization begins once the software is ready for its intended use, generally based on the pattern in which the economic benefits will be consumed. To date, software development costs incurred between completion of a working prototype and general availability of the related product have not been material. |
Treasury Stock [Text Block] | Treasury stock The Company is authorized to make treasury stock purchases in the open market pursuant to the share repurchase program, which was approved by its Board of Directors on August 28, 2008. The Company accounts for the purchase of treasury stock under the cost method. For additional information on the Company’s stock repurchase program, see Note 10 to the Consolidated Financial Statements. There were no treasury stock repurchases for the years ended December 31, 2015 , 2014 and 2013 . |
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 SaaS and cloud-based services that do not require customers to host the Company's solutions in their data centers. 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. License The Company derives the majority of its license revenue from the sale of perpetual licenses. For software license arrangements that do not require significant modification or customization of the underlying software, the Company recognizes software licenses revenues at contract provided professional services are not considered essential to the delivery of the software and when: (1) the Company enters into a legally binding arrangement with a customer for the license of software; (2) the Company delivers the products; (3) the sale price is fixed or determinable and free of contingencies or significant uncertainties; and (4) collection is probable. Revenues that are not recognized at the time of sale because the foregoing conditions are not met, are recognized when those conditions are subsequently met. The Company evaluates the nature and scope of professional services for each arrangement and if it determines that the 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 the Company's fixed-fee arrangements, should a loss be anticipated on a contract, the full amount of the loss 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. Professional Services 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. For SaaS or cloud based services arrangements that include professional services, the Company determines whether the professional services have stand-alone value. If the Company determines the professional services do not have stand-alone value, the Company treats the transaction as a single element and the professional services revenue is deferred until the customer commences use of the SaaS or cloud-based services and the professional services revenue is recognized over the remaining term of the arrangement. SaaS or Cloud-Based Services For arrangements that include SaaS or cloud-based services, the Company allocates the arrangement consideration between the service and other elements and recognizes the SaaS or 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. Any revenue related to up-front activation or set-up fees are deferred and recognized ratably over the estimated period that the customer benefits from the related services. Direct and incremental costs related to up-front activation or set-up activities are capitalized until the date the Company's service is made available and then expensed ratably over the estimated period that the customer benefits from the related services. Multiple Element Arrangements The Company applies the residual method to recognize revenue for the delivered elements in stand-alone software transactions. Under the residual method, the amount of revenue allocated to delivered elements equals the total arrangement consideration, less the aggregate fair value of any undelivered elements, typically maintenance, provided that VSOE of fair value exists for all undelivered elements. VSOE of fair value is based on the price charged when the element is sold separately or, in the case of maintenance, substantive renewal rates for maintenance. For multiple element arrangements containing both software and 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 solutions, 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 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. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign currency The Company has contracts denominated in foreign currencies and therefore a portion of the Company’s revenue is subject to foreign currency risks. Gains and losses from foreign currency transactions, such as those resulting from the settlement of receivables, are classified in other expense, net included in the accompanying Consolidated Statements of Comprehensive Income (Loss). The functional currency of PROS France SAS ("PROS France") is its local currency. 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. |
Noncash share-based compensation | Noncash share based compensation The Company has two noncash share based compensation plans, the 1999 Equity Incentive Plan ("1999 Stock Plan") and the 2007 Equity Incentive Plan ("2007 Stock Plan"), which authorize the discretionary granting of various types of stock awards to key employees, officers, directors and consultants. The 1999 Stock Plan was terminated in March 2007 for purposes of granting any future equity awards. The 2007 Stock Plan was adopted in March 2007. The Company may provide noncash share based compensation through the grant of: (i) restricted stock awards; (ii) restricted stock unit awards ("RSUs"); (iii) stock options; (iv) stock appreciation rights ("SARs"); (v) phantom stock; and (vi) performance awards. Also in February 2014, the Company granted inducement awards in an aggregate amount of up to 308,250 shares in accordance with NYSE Rule 303A.08. These inducement awards were in the form of RSUs and market stock units ("MSUs") granted to the recently appointed Chief Operating Officer and RSUs granted to certain new employees in connection with the acquisitions of Cameleon Software SA and SignalDemand Inc. To date, the Company has granted stock options, stock appreciation rights, restricted stock units, time based and performance based, and market stock units. The Company issues common stock from its pool of authorized stock upon exercise of stock options, settlement of stock appreciation rights and market stock units or upon vesting of restricted stock units. The following table presents the number of awards outstanding for each award type as of December 31, 2015 and 2014 (in thousands): Year Ended December 31, Award type 2015 2014 Stock options 829 961 Restricted stock units (time based) 1,915 1,830 Restricted stock units (performance based) 24 34 Stock appreciation rights 522 673 Market stock units 563 444 Stock options. The Company did not grant stock options during 2015 and 2014 . The fair value of each stock option was estimated on the date of grant using the Black-Scholes option pricing model. Restricted stock units. The fair value of the RSUs is based on the closing price of the Company’s stock on the date of grant and is amortized over the vesting period. Stock appreciation rights. SARs will be settled in stock at the time of exercise and vest over four years from the date grant. The Company used the Black-Scholes option pricing model to estimate the fair value of its SARs. The determination of the fair value of SARs utilizing the Black-Scholes model is affected by the Company’s stock price and a number of assumptions, including expected volatility, expected life, deliver risk-free interest rate and expected dividends. The Company estimates the expected volatility of common stock at the date of grant based on a combination of its historical volatility and the average volatility of comparable companies. The expected life of the SARs noncash share based payment awards is a historical weighted average of the expected lives of similar securities of comparable public companies. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of the Company’s awards. The dividend yield assumption is based on the Company's expectation of paying no dividends. Market stock units. MSUs are performance-based awards that vest based upon the Company’s relative shareholder return. The actual number of MSUs that will be eligible to vest is based on the total shareholder return of the Company relative to the total shareholder return of the Russell 2000 Index ("Index") over a three year period ending December 31, 2015, December 31, 2016, December 31, 2017 and March 2, 2018 ("Performance Period"), respectively. The MSUs granted in 2013 vested on January 1, 2016, the MSUs granted in 2014 vest on January 1, 2017, and the MSUs granted in 2015 vest on December 31, 2017 and March 2, 2018, respectively. The maximum number of shares issuable upon vesting is 200% of the MSUs initially granted based on the average price of the Company's common stock relative to the Index during the Performance Period. 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 volatility 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. As the Company issues stock options and SARs, it evaluates the assumptions used to value its stock option awards and SARs. If factors change and the Company employs different assumptions, noncash share based compensation expense may differ significantly from what has been recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned noncash share based compensation expense. Future noncash share based compensation expense and unearned noncash share based compensation will increase to the extent that the Company grants additional equity awards to employees. At December 31, 2015 , there were an estimated $39.3 million of total unrecognized compensation costs related to noncash share based compensation arrangements. These costs will be recognized over a weighted average period of 2.4 years. For further discussion of the Company’s noncash share based compensation plans, see Note 11 to the Consolidated Financial Statements. |
Standard Product Warranty, Policy [Policy Text Block] | Product warranties The Company generally issues warranties for 90 days following the first use of the software in a production environment, depending on the contract, for software licenses and implementation services. In the Company’s experience, warranty costs have been insignificant. |
Income taxes | Income taxes The Company uses the asset and liability method to account for income taxes, including recognition of deferred tax assets and liabilities for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax basis. The Company reviews its deferred tax assets for recovery. A valuation allowance is established when the Company believes that it is more-likely than not that some portion of its deferred tax assets will not be realized. Changes in the valuation allowance from period to period are included in the Company’s tax provision in the period of change. The Company accounts for uncertain income tax positions recognized in an enterprise’s financial statements in accordance with the income tax topic of the ASC issued by the FASB. This interpretation requires companies to use a prescribed model for assessing the financial recognition and measurement of all tax positions taken or expected to be taken in its tax returns. This guidance provides clarification on recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. The Company recognized accrued interest and penalties related to income taxes as a component of income tax expense. For additional information regarding the Company’s income taxes, see Note 12 to the Consolidated Financial Statements. |
Segment Reporting, Policy [Policy Text Block] | Segment reporting The Company reports as one operating segment with the Chief Executive Officer ("CEO") acting as the Company’s chief operating decision maker. The Company’s CEO reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has a single reporting unit, and there are no segment managers who are held accountable for operations, operating results or components below the consolidated unit level. |
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, restricted stock units and market 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. |
Recent accounting pronouncements | Recently adopted accounting pronouncements On November 20, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2015-17, "Balance Sheet Classification of Deferred Taxes", requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on the balance sheet. The classification change for all deferred taxes as non-current simplifies entities’ processes as it eliminates the need to separately identify the net current and net non-current deferred tax asset or liability in each jurisdiction and allocate valuation allowances. The Company elected to prospectively adopt the accounting standard in the fourth quarter of fiscal 2015. Prior periods in the Consolidated Financial Statements were not retrospectively adjusted. Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which supersedes nearly all existing revenue recognition guidance under GAAP and permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which deferred the effective date of the new revenue standard for periods beginning after December 15, 2016 to December 15, 2017, with early adoption permitted but not earlier than the original effective date. Accordingly, the updated standard is effective for the Company in the first quarter of fiscal 2018. The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the Company's consolidated financial statements and related disclosures. In April 2015, the FASB issued ASU 2015-05, “Intangibles - Goodwill and Other Internal-Use Software”. The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license, and if so, how the software license element of the arrangement should be accounted for by the customer. The new standard will be effective for annual period ending after December 15, 2015, and all reporting periods thereafter. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements. In April 2015, the FASB issued 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 standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2015, that are of significance or potential significance to the Company. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | The following table presents the number of awards outstanding for each award type as of December 31, 2015 and 2014 (in thousands): Year Ended December 31, Award type 2015 2014 Stock options 829 961 Restricted stock units (time based) 1,915 1,830 Restricted stock units (performance based) 24 34 Stock appreciation rights 522 673 Market stock units 563 444 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | The unaudited financial information in the table below summarizes the combined results of operations of the Company, Cameleon and SignalDemand, on a pro forma basis, as though the Company had acquired Cameleon and SignalDemand 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. Year Ended December 31, (in thousands) 2014 2013 Total revenue $ 186,081 $ 168,974 Net loss attributable to PROS Holdings, Inc. (36,776 ) (3,647 ) Earnings per share - basic and diluted $ (1.27 ) $ (0.13 ) |
Cameleon Acquistion [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation [Table Text Block] | The allocation of the purchase price for Cameleon is updated as follows (in thousands): Cash and cash equivalents $ 7,086 Accounts receivable 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 and their respective useful lives (in thousands): Useful Life Amount (years) Trade Name $ 1,020 8 Customer Relationships 1,455 2-5 Maintenance Relationships 3,808 8 Developed Technology 11,147 7 Other 1,223 2 Total $ 18,653 |
Noncontrolling interest (Tables
Noncontrolling interest (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block] | The following table presents a rollforward of the non-controlling interest from the date of acquisition of Cameleon Software SA on January 8, 2014 through December 31, 2014 (in thousands): Beginning balance as of January 8, 2014 $ 6,204 Change in Parent's ownership in the subsidiary, net of cumulative earnings previously allocated to NCI and re-allocated to Parent's equity (5,282 ) Net loss allocated to non-controlling interest (907 ) Foreign currency translation adjustment (15 ) Ending balance as of December 31, 2014 $ — The Company controlled 100% of Cameleon Software SA as of December 31, 2014 and there were no activities or outstanding balance related to non-controlling interest for the year ended December 31, 2015 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill [Line Items] | |
Schedule of Goodwill [Table Text Block] | The change in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 , was as follows (in thousands): Balance as of December 31, 2013 $ 7,024 Goodwill acquired 15,717 Purchase accounting adjustments 151 Foreign currency translation adjustments (1,329 ) Balance as of December 31, 2014 21,563 Foreign currency translation adjustments (1,118 ) Balance as of December 31, 2015 $ 20,445 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following as of December 31, (in thousands): December 31, 2014 Weighted average useful life (years) Gross Carrying Amount Accumulated Amortization* Net Carrying Amount Developed technology 7 $ 14,567 $ 2,082 $ 12,485 Internally developed technology and other 2 1,254 620 634 Maintenance Relationship 8 3,591 788 2,803 Customer relationships 7 4,853 1,399 3,454 Trade name 8 952 133 819 Total $ 25,217 $ 5,022 $ 20,195 *Cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying entities, decreased total intangible assets by approximately $1.5 million as of December 31, 2014. December 31, 2015 Weighted average useful life (years) Gross Carrying Amount Accumulated Amortization* Net Carrying Amount Developed technology 7 $ 14,567 $ 4,897 $ 9,670 Internally developed technology and other 2 1,254 1,245 9 Maintenance Relationship 8 3,591 1,527 2,064 Customer relationships 7 4,853 2,405 2,448 Trade name 2 952 952 — Total $ 25,217 $ 11,026 $ 14,191 *Cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying entities, decreased total intangible assets by approximately $1.2 million as of December 31, 2015. Customer relationships are amortized over a period ranging from two to eight years. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of December 31, 2015 , the expected future amortization expense for the acquired intangible assets for each of the five succeeding years and thereafter was as follows (in thousands): Year Ending December 31, Amount 2016 $ 2,955 2017 2,709 2018 2,709 2019 2,594 2020 2,564 2021 and thereafter 660 Total amortization expense $ 14,191 |
Accounts Receivable and Contr33
Accounts Receivable and Contracts in Progress (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Receivable [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts receivable at December 31, 2015 and 2014 , consists of the following (in thousands): December 31, 2015 2014 Accounts receivable $ 36,539 $ 64,004 Unbilled receivables 3,162 7,959 Total receivables 39,701 71,963 Less: Allowance for doubtful accounts (586 ) (868 ) Accounts receivable, net $ 39,115 $ 71,095 |
Schedule Of Contracts In Progress [Table Text Block] | Activity related to contracts in progress at December 31, 2015 and 2014 , is summarized as follows (in thousands): December 31, 2015 2014 Costs and estimated earnings recognized to date $ 415,172 $ 349,874 Progress billings to date (477,339 ) (400,349 ) Total $ (62,167 ) $ (50,475 ) |
Schedule Of Unbilled Receivables And Deferred Revenue [Table Text Block] | These amounts are included in the accompanying Consolidated Balance Sheets at December 31, 2015 and 2014 , as follows (in thousands): December 31, 2015 2014 Unbilled receivables $ 3,162 $ 7,959 Deferred revenue (65,329 ) (58,434 ) Total $ (62,167 ) $ (50,475 ) |
Earnings per Share (Table)
Earnings per Share (Table) | 12 Months Ended |
Dec. 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 Year Ended December 31, 2015 2014 2013 Numerator: Net (loss) income attributable to PROS Holdings, Inc. $ (65,811 ) $ (36,644 ) $ 3,446 Denominator: Weighted average shares (basic) 29,578 28,915 28,004 Dilutive effect of stock options, restricted stock units and stock appreciation rights — — 2,110 Weighted average shares (diluted) 29,578 28,915 30,114 Basic earnings per share $ (2.23 ) $ (1.27 ) $ 0.12 Diluted earnings per share $ (2.23 ) $ (1.27 ) $ 0.11 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment, net as of December 31, 2015 and 2014 consists of the following: December 31, Estimated useful life 2015 2014 Furniture and fixtures 7-10 years $ 2,869 $ 2,874 Computers and equipment 3-5 years 19,069 15,662 Software 2-6 years 5,238 5,068 Capitalized internal-use software development costs 3 years — 2,639 Leasehold improvements Shorter of lease term or useful life 5,613 5,625 Construction in progress 55 5 Property and equipment, gross 32,844 31,873 Less: Accumulated depreciation and amortization (17,067 ) (16,085 ) Property and equipment, net $ 15,777 $ 15,788 |
Noncash Share-based Compensat36
Noncash Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Noncash Share-based Compensation [Abstract] | |
Schedule of Share-based Compensation Expense | Noncash share based compensation expense is allocated to expense categories on the Consolidated Statements of Comprehensive Income. The following table summarizes noncash share based compensation expense, net of amounts capitalized, for the years ended December 31, 2015 , 2014 and 2013 (in thousands). For the Year Ended December 31, 2015 2014 2013 Share-based compensation: Cost of revenue $ 3,719 $ 3,469 $ 2,071 Operating expenses: Selling and marketing 8,536 6,514 3,834 General and administrative 10,293 8,003 7,055 Research and development 5,316 4,679 3,139 Total included in operating expenses 24,145 19,196 14,028 Total share-based compensation expense $ 27,864 $ 22,665 $ 16,099 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock Options: The following table summarizes the Company’s stock option activity for the year ended December 31, 2015 (number of shares and intrinsic value in thousands): Number of shares under option Weighted average exercise price Weighted average remaining contractual term (year) Aggregate intrinsic value (1) Outstanding, December 31, 2014 961 $ 11.87 Granted — — Exercised (131) 10.67 Forfeited — — Expired (1) 14.93 Outstanding, December 31, 2015 829 $ 12.06 1.82 $ 9,105 Vested and exercisable at December 31, 2015 829 $ 12.06 1.82 $ 9,105 (1) The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on December 31, 2015 of $23.04 and the grant date fair value. |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The following table summarizes the Company's unvested RSUs as of December 31, 2015 , and changes during the year then ended, is as follows (number of shares and intrinsic value in thousands): Number of shares Weighted average grant date fair value Weighted average remaining contractual term (year) Aggregate intrinsic value (1) Unvested at December 31, 2014 1,864 $ 26.67 Granted 976 25.29 Vested (632 ) 24.11 Forfeited (269 ) 27.14 Unvested at December 31, 2015 1,939 $ 26.75 4.04 $ 44,674 Expected to vest at December 31, 2015 1,899 $ 26.75 4.03 $ 43,748 (1) The aggregate intrinsic value was calculated based on the fair value of the Company’s common stock on December 31, 2015 of $23.04 . |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | The following table summarizes the Company's SARs activity for the year ended December 31, 2015 (number of shares and intrinsic value in thousands): Stock appreciation rights Weighted average exercise price Weighted average remaining contractual term (year) Aggregate intrinsic value (1) Outstanding, December 31, 2014 673 $ 10.75 Granted — — Exercised (151 ) 10.34 Forfeited — — Expired — — Outstanding, December 31, 2015 522 $ 10.87 4.85 $ 6,351 Exercisable at December 31, 2015 522 $ 10.87 4.85 $ 6,351 Vested and expected to vest at December 31, 2015 522 $ 10.87 4.85 $ 6,351 (1) The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on December 31, 2015 of $23.04 and the exercise price of the underlying SARs. |
Schedule of Assumptions Used [Table Text Block] | Significant assumptions used in the Monte Carlo simulation model for MSUs granted during the years ended December 31, 2015 , 2014 and 2013 are as follows: For the Year Ended December 31, 2015 2014 2013 Volatility 42.06% 50.86% 56.82% Risk-free interest rate 0.89% 0.68% 0.35% Expected option life in years 2.95 2.88 2.84 Dividend yield — — — The assumptions related to fiscal year 2015 and 2014 are presented on weighted average basis for the various awards granted throughout the period. Employee stock purchase plan: 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 the Company's 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 the Company's 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 year ended December 31, 2015 , the Company issued 37,605 shares under the ESPP. As of December 31, 2015 , 449,003 shares remain authorized and available for issuance under the ESPP. As of December 31, 2015 , the Company held approximately $0.5 million on behalf of employees for future purchases under the ESPP and this amount was recorded in accrued liabilities in the Company's Consolidated Balance Sheet. |
Schedule of Nonvested Performance-based Units Activity [Table Text Block] | Number of unvested awards Weighted average grant date fair value Weighted average remaining contractual term (year) Aggregate intrinsic value (1) Unvested at December 31, 2014 444 44.03 Granted 131 $ 32.45 Exercised — — Forfeited (12 ) 34.08 Expired — — Unvested at December 31, 2015 563 $ 41.55 5.07 $ 12,978 (1) The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on December 31, 2015 of $23.04 and the grant date fair value of the underlying MSUs. |
Market Stock Units Valuation Assumptions [Table Text Block] | Significant assumptions used in the Monte Carlo simulation model for MSUs granted during the years ended December 31, 2015 , 2014 and 2013 are as follows: For the Year Ended December 31, 2015 2014 2013 Volatility 42.06% 50.86% 56.82% Risk-free interest rate 0.89% 0.68% 0.35% Expected option life in years 2.95 2.88 2.84 Dividend yield — — — The assumptions related to fiscal year 2015 and 2014 are presented on weighted average basis for the various awards granted throughout the period. Employee stock purchase plan: 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 the Company's 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 the Company's 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 year ended December 31, 2015 , the Company issued 37,605 shares under the ESPP. As of December 31, 2015 , 449,003 shares remain authorized and available for issuance under the ESPP. As of December 31, 2015 , the Company held approximately $0.5 million on behalf of employees for future purchases under the ESPP and this amount was recorded in accrued liabilities in the Company's Consolidated Balance Sheet. |
Income Tax Disclosure (Tables)
Income Tax Disclosure (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of income tax components [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The income tax provision (benefit) consisted of the following for the years ended December 31, 2015 , 2014 and 2013 (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ (51 ) $ (935 ) $ 2,444 State and Foreign 621 790 160 570 (145 ) 2,604 Deferred: Federal 159 12,334 (2,651 ) State 10 304 (126 ) Income tax provision (benefit) $ 739 $ 12,493 $ (173 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The differences between the effective tax rates reflected in the total provision for income taxes and the U.S. federal statutory rate of 34% for the years ended December 31, 2015 , 2014 and 2013 , respectively, were as follows (in thousands): Year Ended December 31, 2015 2014 2013 Provision at the U.S. federal statutory rate $ (22,124 ) $ (8,520 ) $ 1,113 Increase (decrease) resulting from: State income taxes, net of federal taxes 74 49 (583 ) Nondeductible expenses 1,195 653 235 Acquisition-related expense (4 ) 434 606 Purchase accounting - Statutory to GAAP income adjustment 119 990 — Foreign Tax Expense 350 837 135 Domestic production activities — — (47 ) Nondeductible noncash share based compensation 2,201 1,784 1,308 Incremental benefits from prior years' tax credits — 59 (1,254 ) Incremental benefits for tax credits (1,947 ) (3,259 ) (2,165 ) Change in tax rate/income subject to lower tax rates and other (15 ) (40 ) (30 ) Change in valuation allowance 20,890 19,506 509 Income tax provision (benefit) $ 739 $ 12,493 $ (173 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2015 and 2014 are as follows (in thousands): Year Ended December 31, 2015 2014 Current deferred tax assets: State deferred $ — $ 175 Accruals not currently deductible — 341 Current deferred revenue — 1,664 Total current deferred tax assets — 2,180 Less: valuation allowance — (1,972 ) Total current deferred tax assets — 208 Noncurrent deferred tax liability: Property and equipment (2,417 ) (2,180 ) Noncash share based compensation 10,378 8,784 State deferred 249 138 Capitalized software (1,538 ) (897 ) Amortization (2,289 ) (5,540 ) R&E tax credit carryforwards 5,696 4,316 Deferred revenue 923 64 Federal Net Operating Losses ("NOLs") 20,889 4,966 State NOLs 714 593 State Credits 1,348 1,240 Foreign NOLs 8,457 9,119 Foreign tax credit carryforward 1,257 837 Other 487 317 Total noncurrent deferred tax assets 44,154 21,757 Less: valuation allowance (44,321 ) (22,055 ) Total noncurrent deferred tax liability (167 ) (298 ) Total net deferred tax liability $ (167 ) $ (90 ) |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | The following table sets forth the changes to the Company's unrecognized tax benefit for the year ended December 31, 2015 , 2014 and 2013 (in thousands): Year Ended December 31, 2015 2014 2013 Beginning Balance $ 395 $ 349 $ 349 Changes based on tax positions related to prior year 21 46 — Changes due to settlement (224 ) — — Ending Balance $ 192 $ 395 $ 349 The table above has been updated to reflect gross tax liability, exclusive of interest and penalties and other offsetting amounts. |
Convertible debt (Tables)
Convertible debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Instrument [Line Items] | |
Convertible Debt [Table Text Block] | The Senior Notes consist of the following (in thousands): December 31, 2015 December 31, 2014 Liability component: Principal $ 143,750 $ 143,750 Less: debt discount, net of amortization (27,379 ) (33,302 ) Net carrying amount $ 116,371 $ 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): Year Ended December 31, 2015 Year Ended December 31, 2014 2.0% coupon $ 2,875 $ 162 Amortization of debt issuance costs 795 46 Amortization of debt discount 5,244 283 Total $ 8,914 $ 491 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | As of December 31, 2015 , the future minimum lease commitments related to lease agreements were as follows: Year Ending December 31, Amount 2016 $ 2,804 2017 1,054 2018 547 2019 467 2020 482 2021 and thereafter — Total minimum lease payments $ 5,354 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Geographic Revenue [Abstract] | |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | The following geographic information is presented for the years ended December 31, 2015 , 2014 and 2013 . The Company categorizes geographic revenues based on the location of the customer’s headquarters. Year Ended December 31, 2015 2014 2013 Revenue Percent Revenue Percent Revenue Percent The Americas: United States of America $ 63,754 38 % $ 82,086 44 % $ 65,072 45 % Other 10,680 6 % 15,365 8 % 12,222 8 % Subtotal 74,434 44 % 97,451 52 % 77,294 54 % Europe 47,514 28 % 45,987 25 % 33,666 23 % Asia Pacific 30,110 18 % 34,170 18 % 22,411 15 % The Middle East 14,198 8 % 6,239 3 % 9,840 7 % Africa 1,990 1 % 1,982 1 % 1,626 1 % Total revenue $ 168,246 100 % $ 185,829 100 % $ 144,837 100 % |
Quarterly Results Quarterly Fin
Quarterly Results Quarterly Financial Information Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | The following table presents certain unaudited quarterly financial data for the years ended December 31, 2015 and 2014 . This information has been prepared on the same basis as the accompanying Consolidated Financial Statements and all necessary adjustments have been included in the amounts below to state fairly the selected quarterly information when read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto. Quarter Ended December 31, 2015 September 30, 2015 June 30, 2015 March 31, 2015 Total revenue $ 42,012 $ 40,866 $ 41,689 $ 43,679 Gross profit $ 26,599 $ 25,600 $ 25,959 $ 28,678 Loss from operations $ (15,040 ) $ (15,866 ) $ (12,868 ) $ (11,723 ) Net loss attributable to PROS Holdings, Inc. $ (17,731 ) $ (18,182 ) $ (15,668 ) $ (14,230 ) Net loss attributable to common stockholders per share: Basic $ (0.60 ) $ (0.61 ) $ (0.53 ) $ (0.48 ) Diluted $ (0.60 ) $ (0.61 ) $ (0.53 ) $ (0.48 ) Quarter Ended December 31, September 30, June 30, March 31, Total revenue $ 53,829 $ 46,719 $ 44,368 $ 40,913 Gross profit $ 39,319 $ 32,442 $ 29,615 $ 26,367 Loss from operations $ (2,316 ) $ (3,720 ) $ (7,871 ) $ (8,500 ) Net loss attributable to PROS Holdings, Inc. $ (17,459 ) $ (3,734 ) $ (6,996 ) $ (8,455 ) Net loss attributable to common stockholders per share: Basic $ (0.60 ) $ (0.13 ) $ (0.24 ) $ (0.29 ) Diluted $ (0.60 ) $ (0.13 ) $ (0.24 ) $ (0.29 ) |
Summary of Significant Accoun42
Summary of Significant Accounting Policies Significant Accounting Policies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of Significant Accounting Policies [Line Items] | ||||
Inducement grants - Feb 2014 | 308,250 | 214,663 | ||
Tangible Asset Impairment Charges | $ 2,890 | $ 4,040 | $ 0 | |
Total shareholder return period, in years, for vesting of MSUs | 3 years | |||
Shares issuable upon vesting of MSUs, maximum | 200.00% | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 39,286 | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 4 months 10 days |
Summary of Significant Accoun43
Summary of Significant Accounting Policies Awards Outstanding (Details) - shares shares in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Stock options | ||
Awards outstanding [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 829 | 961 |
Restricted Stock Unit - time based [Member] | ||
Awards outstanding [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 1,915 | 1,830 |
Performance Shares [Member] | ||
Awards outstanding [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 24 | 34 |
Stock Appreciation Rights (SARs) [Member] | ||
Awards outstanding [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 522 | 673 |
MSUs | ||
Awards outstanding [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 563 | 444 |
Business Combination (Details)
Business Combination (Details) $ in Thousands | Jan. 08, 2014USD ($)€ / shares | Dec. 16, 2013USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Business Acquisition [Line Items] | |||||||
Business Combination, Acquisition Related Costs | $ 0 | $ 3,019 | $ 2,173 | ||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 11,900 | ||||||
Premium to be paid per share | € / shares | € 0.15 | ||||||
Business combination, payment of contingent consideration | $ (2,225) | 1,304 | 2,225 | 0 | |||
Goodwill, Acquired During Period | 15,717 | ||||||
Goodwill, Purchase Accounting Adjustments | 151 | ||||||
Goodwill | $ 21,563 | 20,445 | $ 21,563 | 21,563 | $ 7,024 | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 5,800 | ||||||
Cameleon Acquistion [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 81.70% | 100.00% | |||||
Percentage owned of outstanding warrants | 94.00% | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | € 18,653 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | 5,392 | ||||||
Business Combination, Acquisition Related Costs | 1,700 | ||||||
Percentage ownership that triggers premium payment | 95.00% | ||||||
Goodwill- original estimate | 16,200 | ||||||
Goodwill, Purchase Accounting Adjustments | 500 | ||||||
Goodwill | 15,717 | ||||||
Business Combination, Consideration Transferred | $ 32,000 | ||||||
SignalDemand [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 7,175 | ||||||
Business Combination, Consideration Transferred | $ 13,500 | ||||||
Premium on shares [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Contingent Consideration, Liability | 2,700 | ||||||
Free shares [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Contingent Consideration, Liability | € 1,400 |
Business Combination Assets Acq
Business Combination Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 08, 2014 | Dec. 31, 2013 | Dec. 16, 2013 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 20,445 | $ 21,563 | $ 7,024 | ||
SignalDemand [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 7,175 | ||||
Cameleon Acquistion [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 7,086 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 10,395 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 1,418 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 18,653 | ||||
Goodwill | 15,717 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 12,539 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | 5,392 | ||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | $ 0 | 6,204 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 29,134 |
Business Combination Schedule o
Business Combination Schedule of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Jan. 08, 2014 | |
Trade Names [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 2 years | 8 years | |
Customer Relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 7 years | 7 years | |
Maintenance relationship [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 8 years | 8 years | |
Developed Technology Rights [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 7 years | 7 years | |
Cameleon Acquistion [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 18,653 | ||
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets | $ 18,653 | ||
Cameleon Acquistion [Member] | 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 | ||
Cameleon Acquistion [Member] | Customer Relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 1,455 | ||
Cameleon Acquistion [Member] | 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 | ||
Cameleon Acquistion [Member] | 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 | ||
Cameleon Acquistion [Member] | 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] | Cameleon Acquistion [Member] | Customer Relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||
Maximum [Member] | Cameleon Acquistion [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 ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | $ 186,081 | $ 168,974 |
Business Acquisition, Pro Forma Net Income (Loss) | $ (36,776) | $ (3,647) |
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ (1.27) | $ (0.13) |
Noncontrolling interest (Detail
Noncontrolling interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 08, 2014 | |
Noncontrolling Interest [Line Items] | |||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ 0 | $ (907) | $ 0 | ||
Comprehensive (Income) Loss, Net of Tax, Attributable to Noncontrolling Interest | $ 0 | (922) | $ 0 | ||
Cameleon Acquistion [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | $ 0 | $ 0 | $ 6,204 | ||
Noncontrolling Interest, Period Increase (Decrease) | (5,282) | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | (907) | ||||
Comprehensive (Income) Loss, Net of Tax, Attributable to Noncontrolling Interest | $ (15) |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Line Items] | |||
Amortization of Intangible Assets | $ 4,800 | $ 5,200 | $ 100 |
Goodwill [Roll Forward] | |||
Goodwill | 21,563 | 7,024 | |
Goodwill, Acquired During Period | 15,717 | ||
Goodwill, Purchase Accounting Adjustments | 151 | ||
Goodwill, Translation Adjustments | (1,118) | (1,329) | |
Goodwill | $ 20,445 | $ 21,563 | $ 7,024 |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Translation Adjustments | $ 1,200 | $ 1,500 |
Finite-Lived Intangible Assets, Gross | 25,217 | 25,217 |
Finite-Lived Intangible Assets, Accumulated Amortization | 11,026 | 5,022 |
Finite-Lived Intangible Assets, Net | $ 14,191 | $ 20,195 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 7 years | 7 years |
Finite-Lived Intangible Assets, Gross | $ 14,567 | $ 14,567 |
Finite-Lived Intangible Assets, Accumulated Amortization | 4,897 | 2,082 |
Finite-Lived Intangible Assets, Net | $ 9,670 | $ 12,485 |
Internally Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | 2 years |
Finite-Lived Intangible Assets, Gross | $ 1,254 | $ 1,254 |
Finite-Lived Intangible Assets, Accumulated Amortization | 1,245 | 620 |
Finite-Lived Intangible Assets, Net | $ 9 | $ 634 |
Maintenance relationship [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 8 years | 8 years |
Finite-Lived Intangible Assets, Gross | $ 3,591 | $ 3,591 |
Finite-Lived Intangible Assets, Accumulated Amortization | 1,527 | 788 |
Finite-Lived Intangible Assets, Net | $ 2,064 | $ 2,803 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 7 years | 7 years |
Finite-Lived Intangible Assets, Gross | $ 4,853 | $ 4,853 |
Finite-Lived Intangible Assets, Accumulated Amortization | 2,405 | 1,399 |
Finite-Lived Intangible Assets, Net | $ 2,448 | $ 3,454 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | 8 years |
Finite-Lived Intangible Assets, Gross | $ 952 | $ 952 |
Finite-Lived Intangible Assets, Accumulated Amortization | 952 | 133 |
Finite-Lived Intangible Assets, Net | $ 0 | $ 819 |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 2,955 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 2,709 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 2,709 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 2,594 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 2,564 | |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 660 | |
Finite-Lived Intangible Assets, Net | $ 14,191 | $ 20,195 |
Accounts Receivable and Contr52
Accounts Receivable and Contracts in Progress (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts Receivable, Gross | $ 36,539 | $ 64,004 | |
Unbilled Receivables, Current | 3,162 | 7,959 | |
Accounts Receivable, Net, Current | 39,701 | 71,963 | |
Allowance for Doubtful Accounts Receivable | (586) | (868) | |
Account and Unbilled Receivables, Net | 39,115 | 71,095 | |
Bad debt expense | (320) | (78) | $ 400 |
Deferred Revenue, Revenue Recognized | 415,172 | 349,874 | |
Deferred Revenue and Credits | (477,339) | (400,349) | |
Deferred Revenue, Period Increase (Decrease) | (62,167) | (50,475) | |
Deferred Revenue | (65,329) | (58,434) | |
Deferred Maintenance and Support Revenue | $ 23,139 | $ 20,248 |
Earnings per Share Basis and Di
Earnings per Share Basis and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator | |||||||||||
Net income | $ (17,731) | $ (18,182) | $ (15,668) | $ (14,230) | $ (17,459) | $ (3,734) | $ (6,996) | $ (8,455) | $ (65,811) | $ (36,644) | $ 3,446 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (65,811) | $ (37,551) | $ 3,446 | ||||||||
Denominator | |||||||||||
Weighted average shares (basic) | 29,578 | 28,915 | 28,004 | ||||||||
Dilutive effect of potential common shares | 0 | 0 | 2,110 | ||||||||
Weighted Average Number of Shares Outstanding, Diluted | 29,578 | 28,915 | 30,114 | ||||||||
Basic earnings per share | $ (0.60) | $ (0.61) | $ (0.53) | $ (0.48) | $ (0.60) | $ (0.13) | $ (0.24) | $ (0.29) | $ (2.23) | $ (1.27) | $ 0.12 |
Diluted earnings per share | $ (0.60) | $ (0.61) | $ (0.53) | $ (0.48) | $ (0.60) | $ (0.13) | $ (0.24) | $ (0.29) | $ (2.23) | $ (1.27) | $ 0.11 |
Antidilutive potential common shares excluded from computation of earnings per share | 2,206 | 1,954 | |||||||||
Debt Instrument, Convertible, Stock Price Trigger | $ 33.79 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 32,844 | $ 31,873 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (17,067) | (16,085) | |
Property, Plant and Equipment, Net | 15,777 | 15,788 | |
Depreciation | 5,483 | 4,999 | $ 4,189 |
Disposal of Property Plant and Equipment | 4,357 | 0 | 1,518 |
Full Depreciated Assets in Use | 4,119 | 6,675 | |
Internal-use software development costs capitalized | 233 | 2,305 | 2,874 |
Internal Use Software Developed, Subject To Amortization | 0 | 1,600 | |
Capitalized Computer Software, Amortization | 0 | 200 | |
Tangible Asset Impairment Charges | 2,890 | 4,040 | $ 0 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 2,869 | 2,874 | |
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 19,069 | 15,662 | |
Computer Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Computer Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 5,238 | 5,068 | |
Software [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 2 years | ||
Software [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 6 years | ||
Software Development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Property, Plant and Equipment, Gross | $ 0 | 2,639 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Estimated Useful Lives | Shorter of lease term or useful life | ||
Property, Plant and Equipment, Gross | $ 5,613 | 5,625 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 55 | 5 | |
Cloud-based product offerings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Internal-use software development costs capitalized | $ 251 | $ 2,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Treasury money market funds, at fair value | $ 127,200 | $ 135,300 |
Short-term Investments | $ 2,500 | $ 0 |
Stockholders Equity (Details)
Stockholders Equity (Details) $ in Millions | Dec. 31, 2015USD ($) |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 10 |
Stock Repurchase Program, Authorized Amount | $ 15 |
Noncash Share-based Compensat57
Noncash Share-based Compensation (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
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 | 1,062,461 | |
Stock options | ||
Noncash Share-based Compensation (Narrative) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 829,000 | 961,000 |
RSUs | ||
Noncash Share-based Compensation (Narrative) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,939,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 1,864,000 | |
SARs | ||
Noncash Share-based Compensation (Narrative) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 522,000 | 673,000 |
MSUs | ||
Noncash Share-based Compensation (Narrative) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 563,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 563,000 | 444,000 |
1999 Equity Incentive Plan [Member] | ||
Noncash Share-based Compensation (Narrative) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | 33,325 |
2007 Equity Incentive Plan [Member] | ||
Noncash Share-based Compensation (Narrative) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,638,293 |
Noncash Share-based Compensat58
Noncash Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 27,864 | $ 22,665 | $ 16,099 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 39,286 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 4 months 10 days | ||
Cost of revenue | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 3,719 | 3,469 | 2,071 |
Selling and Marketing Expense [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 8,536 | 6,514 | 3,834 |
General and Administrative Expense [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 10,293 | 8,003 | 7,055 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 5,316 | 4,679 | 3,139 |
Stock compensation in operating expense [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 24,145 | $ 19,196 | $ 14,028 |
Noncash Share-based Compensat59
Noncash Share-based Compensation Noncash Share-based Compensation Share Based Compensation - Stock Option Rollforward (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 829 | 961 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 829 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 11.87 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 131 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 10.67 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 0 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | (1) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 14.93 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | 12.06 | $ 11.87 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 12.06 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 9 months 27 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 1 year 9 months 27 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | [1] | $ 9,105 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | [1] | $ 9,105 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 1,864 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 976 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,939 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 13 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | [2] | $ 44,674 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (632) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (269) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,899 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 26.67 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | 25.29 | $ 33.46 | $ 20.08 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 24.11 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 27.14 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | 26.75 | $ 26.67 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 26.75 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 4 years 10 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | [2] | $ 43,748 | ||
Stock Appreciation Rights (SARs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 522 | 673 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 522 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 10.75 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 151 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 10.34 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 0 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 10.87 | $ 10.75 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 10 months 7 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 4 years 10 months 7 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | [3] | $ 6,351 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 522 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 10.87 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 4 years 10 months 7 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | [3] | $ 6,351 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | [3] | $ 6,351 | ||
Market Share Units (MSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 563 | 444 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 131 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Expired In Period, Weighted Average Grant Date Fair Value | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 563 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (12) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 44.03 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | 32.45 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 34.08 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 41.55 | $ 44.03 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 5 years 25 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value | [4] | $ 12,978,000 | ||
[1] | The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on December 31, 2015 of $23.04 and the grant date fair value. | |||
[2] | The aggregate intrinsic value was calculated based on the fair value of the Company’s common stock on December 31, 2015 of $23.04. | |||
[3] | Stock appreciationrights Weighted averageexercise price Weighted averageremaining contractualterm (year) Aggregateintrinsic value (1)Outstanding, December 31, 2014673 $10.75 Granted— — Exercised(151) 10.34 Forfeited— — Expired— — Outstanding, December 31, 2015522 $10.87 4.85 $6,351Exercisable at December 31, 2015522 $10.87 4.85 $6,351Vested and expected to vest at December 31, 2015522 $10.87 4.85 $6,351(1) The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on December 31, 2015 of $23.04 and the exercise price of the underlying SARs. | |||
[4] | The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on December 31, 2015 of $23.04 and the grant date fair value of the underlying MSUs. |
Noncash Share-based Compensat60
Noncash Share-based Compensation Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment, Minimum Employee Subscription rate | 1.00% | |||
Inducement grants - Feb 2014 | 308,250 | 214,663 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 900,000 | |||
Total shareholder return period for vesting of MSUs | 3 years | |||
Stock Price at Year End | $ 23.04 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | $ 1,620,000 | $ 4,520,000 | $ 5,228,000 | |
Shares issuable upon vesting of MSUs, maximum | 200.00% | |||
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 | 37,605 | |||
ESPP contributions by Employees | $ 470,000 | |||
Stock Appreciation Rights (SARs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ 10.87 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 522,000 | 673,000 | ||
Market Share Units (MSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 563,000 | |||
Inducement grants - Feb 2014 | 75,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 563,000 | 444,000 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,939,000 | |||
Inducement grants - Feb 2014 | 139,663 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 1,864,000 | |||
Employee Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 449,003 | |||
2007 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 9,068,000 | |||
2007 Equity Incentive Plan [Member] | Market Share Units (MSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 488,300 | |||
2007 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 1,799,298 | |||
1999 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | 33,325 | ||
2007 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,638,293 |
Noncash Share-based Compensat61
Noncash Share-based Compensation Assumptions (Details) - Market Share Units (MSUs) [Member] | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 42.06% | 50.86% | 56.82% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.89% | 0.68% | 0.35% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 11 months 12 days | 2 years 10 months 18 days | 2 years 10 months 3 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% |
Income Tax Disclosure Component
Income Tax Disclosure Components of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Current Federal Tax Expense (Benefit) | $ (51) | $ (935) | $ 2,444 |
Current State and Foreign | 621 | 790 | 160 |
Current Income Tax Expense (Benefit) | 570 | (145) | 2,604 |
Deferred Federal Income Tax Expense (Benefit) | 159 | 12,334 | (2,651) |
Deferred State and Local Income Tax Expense (Benefit) | 10 | 304 | (126) |
Income Tax Expense (Benefit) | $ 739 | $ 12,493 | $ (173) |
Income Tax Disclosure Reconcili
Income Tax Disclosure Reconciliation of Federal Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure - Reconciliation of Federal Tax Rate [Abstract] | |||
Income Tax Reconciliation, Income Tax Expense (Benefit), at Federal Statutory Income Tax Rate | $ (22,124) | $ (8,520) | $ 1,113 |
Income Tax Reconciliation, State and Local Income Taxes | 74 | 49 | (583) |
Income Tax Reconciliation, Nondeductible Expense | 1,195 | 653 | 235 |
Income Tax Reconciliation, Nondeductible Expense, Other | (4) | 434 | 606 |
Effective income tax reconciliation, purchase accounting adjustment | 119 | 990 | 0 |
Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Amount | 350 | 837 | 135 |
Income Tax Reconciliation, Deductions, Qualified Production Activities | 0 | 0 | (47) |
Income Tax Reconciliation, Nondeductible Expense, Share-based Compensation Cost | 2,201 | 1,784 | 1,308 |
Research and Expirmentation Tax Credit Adjustment Prior Years | 0 | 59 | (1,254) |
Income Tax Reconciliation, Tax Credits | (1,947) | (3,259) | (2,165) |
Income Tax Reconciliation, Other Adjustments | (15) | (40) | (30) |
Income Tax Reconciliation, Change in Deferred Tax Assets Valuation Allowance | 20,890 | 19,506 | 509 |
Income Tax Expense (Benefit) | $ 739 | $ 12,493 | $ (173) |
Income Tax Disclosure Tax Effec
Income Tax Disclosure Tax Effect of Temporary Differences (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure - Tax Effect of Temporary Differences [Abstract] | |||
Deferred Tax Assets, Tax Credit Carryforwards, State and Foreign | $ 0 | $ 175 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts | 0 | 341 | |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic and State | 0 | 1,664 | |
Deferred Tax Assets, Net, Current | 0 | 2,180 | |
Deferred Tax Assets, Valuation Allowance, Current | 0 | (1,972) | |
Deferred Tax Assets, Net of Valuation Allowance, Current | 0 | 208 | |
Deferred Tax Assets Property And Equipment Net | (2,417) | (2,180) | |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits | 10,378 | 8,784 | |
Deferred Tax Assets, State Taxes | 249 | 138 | |
Deferred Tax Liabilities, Deferred Expense, Capitalized Software | (1,538) | (897) | |
Deferred Tax Liabilities, Intangible Assets | (2,289) | (5,540) | |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 5,696 | 4,316 | |
Deferred Tax Asset, Deferred Revenue | 923 | 64 | |
Increase (Decrease) in Prepaid Expense and Other Assets | (229) | 3,383 | $ (1,204) |
Deferred Tax Assets, Operating Loss Carryforwards | 20,889 | 4,966 | |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 714 | 593 | |
Tax Credit Carryforward, Deferred Tax Asset | 1,348 | 1,240 | |
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 8,457 | 9,119 | |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 1,257 | 837 | |
Deferred Tax Assets, Other | 487 | 317 | |
Deferred Tax Assets, Net, Noncurrent | 44,154 | 21,757 | |
Deferred Tax Assets, Valuation Allowance, Noncurrent | (44,321) | (22,055) | |
Deferred Tax Liabilities, Net, Noncurrent | (167) | (298) | |
Deferred Tax Assets, Net of Valuation Allowance | $ (167) | (90) | |
Adjustment to deferred tax asset | 4,900 | ||
Adjustment to valuation allowance | 4,800 | ||
Deferred tax liability - net impact of correction | $ 100 |
Income Tax Disclosure Unrecogni
Income Tax Disclosure Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ||||
Unrecognized Tax Benefits | $ 192 | $ 395 | $ 349 | $ 349 |
Unrecognized Tax Benefits, Increases Resulting from Prior Period Tax Positions | 21 | 46 | 0 | |
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | $ (224) | $ 0 | $ 0 |
Income Tax Disclosure (Details)
Income Tax Disclosure (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Loss Carryforwards [Line Items] | ||||
Effective Income Tax Rate, Continuing Operations | (1.00%) | (50.00%) | (5.00%) | |
Income Taxes Receivable | $ 1,000,000 | $ 1,400,000 | ||
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 1,257,000 | 837,000 | ||
Operating Loss Carryforwards | 106,000,000 | |||
R&E tax credit carryforward for future use | 8,200,000 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | 30,100,000 | |||
Unrealized excess tax benefit related to stock compensation | 7,900,000 | |||
Unrecognized Tax Benefits | 192,000 | 395,000 | $ 349,000 | $ 349,000 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | (26,000) | $ 56,000 | $ 3,000 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | 0 | |||
Cameleon Acquistion [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | $ 25,400,000 |
Convertible debt (Details)
Convertible debt (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / shares | Dec. 31, 2013USD ($) | |
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Interest | $ 2,875,000 | $ 162,000 | |
Amortization of Financing Costs | 50,000 | ||
Convertible debt, issuance cost, equity component | 1,200,000 | ||
Debt Instrument, Fair Value Disclosure | 114,600,000 | 114,656,000 | |
Debt Instrument, Face Amount | $ 143,750,000 | 143,750,000 | |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 2.00% | ||
Purchase of convertible bond hedge | $ 0 | $ 29,411,000 | $ 0 |
Investment Warrants, Exercise Price | $ / shares | $ 45.48 | ||
Proceeds from Issuance of Warrants | $ 0 | $ 17,106,000 | $ 0 |
Debt Instrument, Convertible, Conversion Ratio | 29.5972 | ||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 33.79 | ||
Debt Instrument, Unamortized Discount (Premium), Net | $ (27,379,000) | (33,302,000) | |
Convertible Debt, Noncurrent | 116,371,000 | 110,448,000 | |
Debt Instrument, Convertible, Carrying Amount of Equity Component | 28,714,000 | 28,714,000 | |
Amortization of Debt Discount (Premium) | 5,244,000 | 283,000 | |
Interest Expense, Debt | 8,914,000 | 491,000 | |
Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Amortization of Financing Costs | 795,000 | $ 46,000 | |
Debt Issuance Cost | $ 4,300,000 |
Credit Facility (Details)
Credit Facility (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Face Amount | $ 50,000,000 |
Debt Instrument, Covenant, Minimum Amount of Cash And Cash Equivalent | 20,000,000 |
Unamortized Debt Issuance Expense | 100,000 |
Amortization of Financing Costs | $ 50,000 |
LIBOR Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 1.50% |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 2.25% |
Federal Funds Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 1.50% |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 2.25% |
Commitments and Contingencies69
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating Leases, Rent Expense, Net | $ 3.5 | $ 3.3 | $ 2.1 |
Commitments and Contingencies F
Commitments and Contingencies Future minimum lease commitments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Future minimum lease commitments [Line Items] | |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 2,804 |
Operating Leases, Future Minimum Payments, Due in Two Years | 1,054 |
Operating Leases, Future Minimum Payments, Due in Three Years | 547 |
Operating Leases, Future Minimum Payments, Due in Four Years | 467 |
Operating Leases, Future Minimum Payments, Due in Five Years | 482 |
Operating Leases, Future Minimum Payments, Due Thereafter | 0 |
Operating Leases, Future Minimum Payments Due | $ 5,354 |
Segments International Revenue
Segments International Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
International revenue | $ 104,492 | $ 103,743 | $ 79,765 | ||||||||
Revenues | $ 42,012 | $ 40,866 | $ 41,689 | $ 43,679 | $ 53,829 | $ 46,719 | $ 44,368 | $ 40,913 | $ 168,246 | $ 185,829 | $ 144,837 |
percentage of total revenue | 100.00% | 100.00% | 100.00% | ||||||||
International Revenue [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
percentage of total revenue | 62.00% | 56.00% | 55.00% | ||||||||
UNITED STATES | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 63,754 | $ 82,086 | $ 65,072 | ||||||||
percentage of total revenue | 38.00% | 44.00% | 45.00% | ||||||||
South America and Canada [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 10,680 | $ 15,365 | $ 12,222 | ||||||||
percentage of total revenue | 6.00% | 8.00% | 8.00% | ||||||||
North and South America [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 74,434 | $ 97,451 | $ 77,294 | ||||||||
percentage of total revenue | 44.00% | 52.00% | 54.00% | ||||||||
Europe [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 47,514 | $ 45,987 | $ 33,666 | ||||||||
percentage of total revenue | 28.00% | 25.00% | 23.00% | ||||||||
Pacific [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 30,110 | $ 34,170 | $ 22,411 | ||||||||
percentage of total revenue | 18.00% | 18.00% | 15.00% | ||||||||
Middle East [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 14,198 | $ 6,239 | $ 9,840 | ||||||||
percentage of total revenue | 8.00% | 3.00% | 7.00% | ||||||||
Africa [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 1,990 | $ 1,982 | $ 1,626 | ||||||||
percentage of total revenue | 1.00% | 1.00% | 1.00% |
Concentrations of Risk (Details
Concentrations of Risk (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Sales Revenue, Net [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 10.00% |
Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 10.00% |
Employment Retirement Savings (
Employment Retirement Savings (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Contributions by Employer | $ 1.8 | $ 1.4 | $ 1.1 |
Matching Percentage of Salary Contribution by Qualified Employees | 50.00% | ||
Qualified Employees Contribution Matching Percentage by the Employer | 6.00% |
Quarterly Results Quarterly F74
Quarterly Results Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 42,012 | $ 40,866 | $ 41,689 | $ 43,679 | $ 53,829 | $ 46,719 | $ 44,368 | $ 40,913 | $ 168,246 | $ 185,829 | $ 144,837 |
Gross Profit | 26,599 | 25,600 | 25,959 | 28,678 | 39,319 | 32,442 | 29,615 | 26,367 | 106,836 | 127,743 | 101,702 |
Operating Income (Loss) | (15,040) | (15,866) | (12,868) | (11,723) | (2,316) | (3,720) | (7,871) | (8,500) | (55,497) | (22,407) | 3,538 |
Net Income (Loss) Attributable to Parent | $ (17,731) | $ (18,182) | $ (15,668) | $ (14,230) | $ (17,459) | $ (3,734) | $ (6,996) | $ (8,455) | $ (65,811) | $ (36,644) | $ 3,446 |
Basic earnings per share | $ (0.60) | $ (0.61) | $ (0.53) | $ (0.48) | $ (0.60) | $ (0.13) | $ (0.24) | $ (0.29) | $ (2.23) | $ (1.27) | $ 0.12 |
Diluted | $ (0.60) | $ (0.61) | $ (0.53) | $ (0.48) | $ (0.60) | $ (0.13) | $ (0.24) | $ (0.29) | $ (2.23) | $ (1.27) | $ 0.11 |
Schedule II - Valuation and Q75
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Allowance for Doubtful Accounts [Member] | ||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||
Valuation Allowances and Reserves, Balance | [1] | $ 868 | $ 1,060 | $ 760 | ||
Valuation Allowances and Reserves, Charged to Cost and Expense | [1] | 319 | 8 | 369 | ||
Valuation Allowances and Reserves, Deductions | [1] | (601) | (200) | (69) | ||
Valuation Allowances and Reserves, Charged to Other Accounts | [1],[2] | 0 | 0 | 0 | ||
Valuation Allowances and Reserves, Balance | [1] | 586 | 868 | 1,060 | ||
Valuation Allowance of Deferred Tax Assets [Member] | ||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||
Valuation Allowances and Reserves, Balance | 24,027 | 1,357 | 0 | |||
Valuation Allowances and Reserves, Charged to Cost and Expense | 20,890 | 19,506 | 509 | |||
Valuation Allowances and Reserves, Deductions | 0 | 0 | 0 | |||
Valuation Allowances and Reserves, Charged to Other Accounts | (596) | [2] | 3,164 | 848 | [2] | |
Valuation Allowances and Reserves, Balance | $ 44,321 | $ 24,027 | $ 1,357 | |||
[1] | Deductions column represents the reversal of additions previously charged to costs and expenses and uncollectible accounts written off, net of recoveries. | |||||
[2] | Additions represent valuation allowance adjustments recorded as part of the purchase accounting allocation related to the SignalDemand and Cameleon Software SA acquisitions as well as cumulative translation adjustment. |