Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 20, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CSOD | ||
Entity Registrant Name | CORNERSTONE ONDEMAND INC | ||
Entity Central Index Key | 1401680 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 53,882,523 | ||
Entity Public Float | $1,833,098,875 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ||
Cash and cash equivalents | $166,557 | $109,583 |
Short-term investments | 116,106 | 199,925 |
Accounts receivable, net | 84,499 | 67,191 |
Deferred commissions | 26,236 | 16,634 |
Prepaid expenses and other current assets | 13,007 | 14,118 |
Total current assets | 406,405 | 407,451 |
Capitalized software development costs, net | 15,719 | 10,665 |
Property and equipment, net | 21,424 | 14,436 |
Long-term investments | 3,938 | 0 |
Intangible assets, net | 27,282 | 4,632 |
Goodwill | 25,894 | 8,193 |
Other assets, net | 4,993 | 5,978 |
Total Assets | 505,655 | 451,355 |
Liabilities: | ||
Accounts payable | 16,737 | 10,037 |
Accrued expenses | 29,476 | 22,288 |
Deferred revenue, current portion | 180,598 | 135,322 |
Capital lease obligations, current portion | 236 | 905 |
Debt, current portion | 351 | 519 |
Other liabilities | 3,052 | 4,203 |
Total current liabilities | 230,450 | 173,274 |
Convertible notes, net | 225,094 | 217,965 |
Other liabilities, non-current | 3,871 | 3,111 |
Deferred revenue, net of current portion | 10,738 | 3,500 |
Capital lease obligations, net of current portion | 0 | 218 |
Debt, net of current portion | 0 | 392 |
Total liabilities | 470,153 | 398,460 |
Commitments and contingencies (Note 15) | ||
Stockholders’ Equity: | ||
Common stock, $0.0001 par value; 1,000,000 shares authorized, 53,826 and 52,470 shares issued and outstanding at December 31, 2014 and 2013 | 5 | 5 |
Additional paid-in capital | 336,692 | 289,307 |
Accumulated deficit | -301,366 | -236,467 |
Accumulated other comprehensive income | 171 | 50 |
Total stockholders’ equity | 35,502 | 52,895 |
Total Liabilities and Stockholders’ Equity | $505,655 | $451,355 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $0.00 | $0.00 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 53,826,000 | 52,470,000 |
Common stock, shares outstanding | 53,826,000 | 52,470,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Revenue | $263,568 | $185,129 | $117,914 |
Cost of revenue | 77,684 | 53,548 | 34,591 |
Gross profit | 185,884 | 131,581 | 83,323 |
Operating expenses: | |||
Sales and marketing | 162,552 | 109,737 | 73,563 |
Research and development | 30,618 | 21,260 | 14,886 |
General and administrative | 41,802 | 33,572 | 25,912 |
Amortization of certain acquired intangible assets | 828 | 1,004 | 739 |
Total operating expenses | 235,800 | 165,573 | 115,100 |
Loss from operations | -49,916 | -33,992 | -31,777 |
Other income (expense): | |||
Interest income | 720 | 357 | 0 |
Interest expense | -12,157 | -6,563 | -442 |
Other, net | -2,691 | -356 | 40 |
Other income (expense), net | -14,128 | -6,562 | -402 |
Loss before income tax (provision) benefit | -64,044 | -40,554 | -32,179 |
Income tax (provision) benefit | -855 | 128 | 789 |
Net loss | ($64,899) | ($40,426) | ($31,390) |
Net loss per share — basic and diluted (USD per share) | ($1.22) | ($0.79) | ($0.63) |
Weighted average common shares outstanding, basic and diluted (shares) | 53,267 | 51,427 | 49,929 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net loss | ($64,899) | ($40,426) | ($31,390) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustment | 308 | 3 | -273 |
Net change in unrealized (losses) gains on investments | -187 | 130 | 0 |
Other comprehensive income (loss), net of tax | 121 | 133 | -273 |
Total comprehensive loss | ($64,778) | ($40,293) | ($31,663) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Treasury Stock | Additional Paid-In Capital (Deficit) | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
In Thousands, unless otherwise specified | ||||||
Beginning balance at Dec. 31, 2011 | $62,460 | $5 | $0 | $226,916 | ($164,651) | $190 |
Beginning balance (in shares) at Dec. 31, 2011 | 49,274 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock for the exercise of warrants to purchase common stock (in shares) | 130 | |||||
Issuance of common stock for the exercise of warrants to purchase common stock | 208 | 208 | ||||
Issuance of common stock upon the exercise of options (in shares) | 1,127 | |||||
Issuance of common stock upon the exercise of options | 2,490 | 2,490 | ||||
Vesting of early exercised options | 55 | 55 | ||||
Vesting of restricted stock units (in shares) | 112 | |||||
Shares issued for Sonar Limited (in shares) | 47 | |||||
Shares issued for acquisition of Sonar Limited | 335 | 335 | ||||
Stock-based compensation | 12,763 | 12,763 | ||||
Net change in unrealized (losses) gains on investments | 0 | |||||
Net loss | -31,390 | -31,390 | ||||
Other comprehensive income (loss), net of tax | -273 | -273 | ||||
Ending balance at Dec. 31, 2012 | 46,648 | 5 | 0 | 242,767 | -196,041 | -83 |
Ending balance (in shares) at Dec. 31, 2012 | 50,690 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon the exercise of options (in shares) | 1,566 | |||||
Issuance of common stock upon the exercise of options | 13,432 | 13,432 | ||||
Vesting of early exercised options | 28 | 28 | ||||
Vesting of restricted stock units (in shares) | 214 | |||||
Tax withholding on net exercise of stock-based awards | 29 | 29 | ||||
Stock-based compensation | 21,769 | 21,769 | ||||
Net change in unrealized (losses) gains on investments | 130 | 130 | ||||
Equity component of convertible notes | 11,282 | 11,282 | ||||
Net loss | -40,426 | -40,426 | ||||
Other comprehensive income (loss), net of tax | 3 | 3 | ||||
Ending balance at Dec. 31, 2013 | 52,895 | 5 | 0 | 289,307 | -236,467 | 50 |
Ending balance (in shares) at Dec. 31, 2013 | 52,470 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon the exercise of options (in shares) | 1,141 | 1,154 | ||||
Issuance of common stock upon the exercise of options | 12,142 | 12,142 | ||||
Vesting of restricted stock units (in shares) | 202 | |||||
Stock-based compensation | 35,243 | 35,243 | ||||
Net change in unrealized (losses) gains on investments | -187 | -187 | ||||
Net loss | -64,899 | -64,899 | ||||
Other comprehensive income (loss), net of tax | 308 | 308 | ||||
Ending balance at Dec. 31, 2014 | $35,502 | $5 | $0 | $336,692 | ($301,366) | $171 |
Ending balance (in shares) at Dec. 31, 2014 | 53,826 | 0 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net loss | ($64,899) | ($40,426) | ($31,390) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 15,086 | 9,700 | 7,037 |
Accretion of debt discount and amortization of debt issuance costs | 8,274 | 4,273 | 143 |
Purchased investment premium, net of amortization | 816 | -2,031 | 0 |
Unrealized foreign exchange loss (gain) | 1,656 | 242 | -182 |
Stock-based compensation expense | 33,680 | 20,840 | 12,207 |
Deferred income taxes | -7 | -865 | -965 |
Changes in operating assets and liabilities, net of effects from acquisition: | |||
Accounts receivable | -18,674 | -19,046 | -12,254 |
Deferred commissions | -10,097 | -7,085 | -5,691 |
Prepaid expenses and other assets | 1,245 | -6,057 | -4,188 |
Accounts payable | 4,562 | 5,082 | 190 |
Accrued expenses | 6,446 | 6,828 | 6,325 |
Deferred revenue | 55,216 | 45,230 | 35,327 |
Other liabilities | -295 | 746 | 3,735 |
Net cash provided by operating activities | 33,009 | 17,431 | 10,294 |
Cash flows from investing activities: | |||
Purchases of investments | -124,191 | -203,959 | 0 |
Maturities of investments | 203,078 | 6,182 | 0 |
Purchases of property and equipment | -11,025 | -8,762 | -2,123 |
Capitalized software costs | -9,529 | -6,906 | -5,030 |
Cash paid for acquisition, net of cash acquired | -43,328 | 0 | -12,428 |
Net cash provided by (used in) investing activities | 15,005 | -213,445 | -19,581 |
Cash flows from financing activities: | |||
Proceeds from issuance of convertible notes, net | 0 | 245,664 | 0 |
Payments for convertible note hedges | 0 | -49,537 | 0 |
Proceeds from the issuance of warrants | 0 | 23,225 | 0 |
Proceeds from the issuance of debt | 0 | 1,914 | 1,043 |
Repayment of debt | -559 | -4,038 | -1,510 |
Principal payments under capital lease obligations | -886 | -1,747 | -1,919 |
Proceeds from stock option and warrant exercises | 12,285 | 13,447 | 2,698 |
Net cash provided by financing activities | 10,840 | 228,928 | 312 |
Effect of exchange rate changes on cash and cash equivalents | -1,880 | 227 | 8 |
Net increase (decrease) in cash and cash equivalents | 56,974 | 33,141 | -8,967 |
Cash and cash equivalents at beginning of period | 109,583 | 76,442 | 85,409 |
Cash and cash equivalents at end of period | 166,557 | 109,583 | 76,442 |
Supplemental cash flow information: | |||
Cash paid for interest | 3,880 | 2,294 | 341 |
Cash paid for income taxes | 546 | 485 | 103 |
Non-cash investing and financing activities: | |||
Assets acquired under capital leases and other financing arrangements | 0 | 88 | 3,722 |
Common stock issued for business acquisition | 0 | 0 | 335 |
Capitalized assets financed by accounts payable and accrued expenses | 2,925 | 1,175 | 693 |
Capitalized stock-based compensation | $1,563 | $941 | $556 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | ORGANIZATION |
Company Overview | |
Cornerstone OnDemand, Inc. (“Cornerstone” or the “Company”) was incorporated on May 24, 1999 in the state of Delaware and began its principal operations in November 1999. | |
The Company is a leading global provider of talent management solutions delivered as Software-as-a-Service (“SaaS”). The Company’s Enterprise and Mid-Market solution is a comprehensive and unified cloud-based suite consisting of product offerings to help organizations manage their recruiting, onboarding, learning, performance, succession, compensation and enterprise social collaboration processes. | |
The Company’s solutions are designed to enable organizations to meet the challenges they face in empowering and maximizing the productivity of their human capital. These challenges include hiring and developing employees throughout their careers, engaging all employees effectively, improving business execution, cultivating future leaders, and integrating with an organization’s extended enterprise of clients, vendors and distributors by delivering training, certification programs and other content. Management has determined that the Company operates in one segment as it only reports financial information on an aggregate and consolidated basis to the Company’s chief executive officer, who is the Company’s chief operating decision maker. | |
Office Locations | |
The Company is headquartered in Santa Monica, California and has offices in Amsterdam, Auckland, Düsseldorf, Hong Kong, London, Madrid, Mumbai, Munich, Paris, San Francisco, São Paulo, Stockholm, Sunnyvale, Sydney, Tel Aviv, and Tokyo. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Basis of Consolidation | ||||||||||||
The accompanying consolidated financial statements include the accounts of Cornerstone OnDemand, Inc., and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. | ||||||||||||
Use of Estimates | ||||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||
On an on-going basis, management evaluates its estimates, including among others those related to: (i) the realization of tax assets and estimates of tax liabilities and reserves, (ii) the recognition and disclosure of contingent liabilities, (iii) the collectability of accounts receivable, (iv) the evaluation of revenue recognition criteria, including the determination of standalone value and estimates of the selling price of multiple-deliverables in the Company’s revenue arrangements, (v) fair values of investments in marketable securities and strategic investments carried at fair value, (vi) the fair values of acquired assets and assumed liabilities in business combinations, (vii) the useful lives of property and equipment, capitalized software and intangible assets, (viii) impairment of long-lived assets, including goodwill, (ix) the amount and period of amortization of the commission payments to record to expense in proportion to the revenue that is recognized, (x) assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options, and (xi) assumptions used in the valuation of various types of performance-based awards. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company engages third-party valuation specialists to assist with the allocation of the purchase price in business combinations. Such estimates required the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. | ||||||||||||
Business Combinations | ||||||||||||
The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. | ||||||||||||
The Company performs valuations of assets acquired and liabilities assumed for an acquisition and allocates the purchase price to its respective net tangible and intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. | ||||||||||||
Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in the consolidated statement of operations. Transaction costs were $1.3 million and $0.7 million for the year ended December 31, 2014 and 2012, respectively. There were no transaction costs for the year ended December 31, 2013. | ||||||||||||
Revenue Recognition | ||||||||||||
The Company derives its revenue from the following sources: | ||||||||||||
• | Subscriptions to the Company’s solutions—Clients pay subscription fees for access to the Company’s solutions for a specified period of time, typically three years for the Company’s Enterprise and Mid-Market solution or annually or three-year periods for the Company’s Cornerstone for Salesforce and Cornerstone Growth Edition solutions. Fees are based on a number of factors, including the number of users having access to a solution. The Company generally recognizes revenue from subscriptions ratably over the term of the agreement. | |||||||||||
• | Consulting services—The Company offers its clients assistance in implementing its solutions and optimizing their use. Consulting services include application configuration, system integration, business process re-engineering, change management, and training services. Services are billed either on a time-and-material or a fixed-fee basis. These services are generally purchased as part of a subscription arrangement. Clients may also purchase consulting services at any other time. Consulting services are performed by the Company directly or by third-party professional service providers the Company engages. Clients may also choose to perform these services themselves or engage their own third-party service providers. The Company generally recognizes revenue from fixed fee consulting services using the proportional performance method over the period the services are performed and as time is incurred for time-and-material arrangements. | |||||||||||
• | E-learning content—The Company resells third-party on-line training content, referred to as e-learning content, to its clients. In addition, the Company also hosts other e-learning content provided by its clients. The Company generally recognizes revenue from the resale of e-learning content as it is delivered and recognizes revenue from hosting as the hosting services are provided. | |||||||||||
The Company recognizes revenue when: (i) persuasive evidence of an arrangement for the sale of the Company’s solutions or consulting services exists, (ii) the solutions have been made available or delivered, or services have been performed, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The timing and amount the Company recognizes as revenue is determined based on the facts and circumstances of each client arrangement. Evidence of an arrangement consists of a signed client agreement. The Company considers that delivery of a solution has commenced once it provides the client with log-in information to access and use the solution. If non-standard acceptance periods or non-standard performance criteria exist, revenue recognition commences upon the satisfaction of the non-standard acceptance or performance criteria, as applicable. Standard acceptance or performance clauses relate to the Company’s solutions meeting certain perfunctory operating thresholds. Fees are fixed based on stated rates specified in the client agreement. If collectability is not considered reasonably assured, revenue is deferred until the fees are collected. The majority of client arrangements include multiple deliverables, such as subscriptions to the Company’s software solutions and consulting services. The Company therefore recognizes revenue in accordance with the guidance for arrangements with multiple deliverables under Accounting Standards Update (“ASU”) 2009-13 “Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements—a Consensus of the Emerging Issues Task Force,” or ASU 2009-13. As clients do not have the right to the underlying software code for the solutions, the Company’s revenue arrangements are outside the scope of software revenue recognition guidance. The Company’s agreements generally do not contain any cancellation or refund provisions other than in the event of the Company’s default. | ||||||||||||
For multiple-deliverable revenue arrangements, the Company first assesses whether each deliverable has value to the client on a standalone basis. The Company has determined that the solutions have standalone value, because, once access is given to a client, the solutions are fully functional and do not require any additional development, modification or customization. Consulting services have standalone value because third-party service providers, distributors or clients themselves can perform these services without the Company’s involvement. The consulting services assist clients with the configuration and integration of the Company’s solutions. The performance of these services generally does not require highly specialized or skilled individuals and are not essential to the functionality of the solutions. | ||||||||||||
Based on the standalone value of the deliverables, and since clients do not have a general right of return relative to the included consulting services, the Company allocates revenue among the separate deliverables in an arrangement under the relative selling price method using the selling price hierarchy established in ASU 2009-13. This hierarchy requires the selling price of each deliverable in a multiple deliverable arrangement to be based on, in descending order: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of fair value (“TPE”) or (iii) management’s best estimate of the selling price (“BESP”). | ||||||||||||
The Company is generally not able to determine VSOE or TPE for its deliverables, because the deliverables are sold separately and within a sufficiently narrow price range only infrequently, and because management has determined that there are no third-party offerings reasonably comparable to the Company’s solutions. Accordingly, the selling prices of subscriptions to the solutions and consulting services is based on BESP. The determination of BESP requires the Company to make significant estimates and judgments. The Company considers numerous factors, including the nature of the deliverables themselves; the geography, market conditions and competitive landscape for the sale; internal costs; and pricing and discounting practices. The determination of BESP is made through consultation with senior management. The Company updates its estimates of BESP on an ongoing basis as events and as circumstances may require. | ||||||||||||
After the contract value is allocated to each deliverable in a multiple deliverable arrangement based on the relative selling price method is determined, revenue is recognized for each deliverable based pattern in which the revenue is earned. For subscriptions to the solutions, revenue is recognized on a straight-line basis over the subscription term, which is typically three years. For consulting services, revenue is recognized using the proportional performance method over the period the services are performed. For e-learning content and hosting, revenue is recognized ratably over the period the content is delivered or hosting service is provided. | ||||||||||||
In a limited number of cases, the client’s intended use of a solution requires enhancements to its underlying features and functionality. In some of these cases, revenue is recognized as one unit of accounting on a straight-line basis from the point at which the enhancements have been made to the solution, through the remaining term of the agreement. In other cases where the enhancement is not required for the client’s intended use, revenue is not recognized as one unit of accounting rather the allocated value of the enhancement is recognized on a straight-line basis once the enhancement has been made. | ||||||||||||
For arrangements in which the Company resells third-party e-learning training content to clients or hosts client or third-party e-learning training content provided by the client, revenue is recognized in accordance with accounting guidance as to when to report gross revenue as a principal or report net revenue as an agent. The Company recognizes third-party content revenue at the gross amount invoiced to clients when (i) the Company is the primary obligor, (ii) the Company has latitude to establish the price charged, and (iii) the Company bears the credit risk in the transaction. For arrangements involving the sale of third-party content, clients are charged for the content based on pay-per-use or a fixed rate for a specified number of users, and revenue is recognized at the gross amount invoiced as the content is delivered. For arrangements where clients purchase third-party content directly from a third-party vendor, or provide it themselves, and the Company integrates the content into a solution, the Company charges a fee per user or fee based on estimated bandwidth. In such cases, the fees are recognized at the net amount charged by the Company for hosting services as the content is delivered. | ||||||||||||
The Company records amounts that have been invoiced to its clients in accounts receivable and in either deferred revenue or revenue depending on whether the revenue recognition criteria described above have been met. Deferred revenue that will be recognized during the succeeding twelve month period from the respective balance sheet date is recorded as current deferred revenue and the remaining portion is recorded as noncurrent. | ||||||||||||
Cost of Revenue | ||||||||||||
Cost of revenue consists primarily of costs related to hosting the Company’s solutions; personnel and related expenses, including stock-based compensation, and related expenses for network infrastructure, IT support, consulting services and on-going client support staff; payments to external service providers; amortization of capitalized software costs, developed technology and licensing fees; and referral fees. In addition, the Company allocates a portion of overhead, such as rent, IT costs, depreciation and amortization and employee benefits costs, to cost of revenue based on headcount. Costs associated with providing consulting services are recognized as incurred when the services are performed. Out-of-pocket travel costs related to the delivery of professional services are typically reimbursed by the client and are accounted for as both revenue and expense in the period in which the cost is incurred. | ||||||||||||
Commission Payments | ||||||||||||
The Company defers commissions paid to its sales force and related payroll taxes because these amounts are recoverable from the future revenue from the non-cancelable client agreements that gave rise to the commissions. Commissions are deferred on the balance sheet and are recognized as sales and marketing expense over the term of the client agreement in proportion to the revenue that is recognized. Commissions are considered direct and incremental costs to client agreements and were generally paid in the periods the Company received payment from the client under the associated client agreement. Commencing in the fourth quarter of 2012, the Company began paying commissions between 45 to 75 days after execution of the client agreement. | ||||||||||||
During the years ended December 31, 2014, 2013, and 2012, the Company deferred $31.7 million, $22.8 million and $16.1 million, respectively, of commissions on the balance sheet. During the years ended December 31, 2014, 2013, and 2012, the Company recognized $22.1 million, $15.5 million and $10.3 million in commissions expense to sales and marketing expense, respectively. As of December 31, 2014 and 2013, deferred commissions on the Company’s consolidated balance sheets totaled $26.2 million and $16.6 million, respectively. | ||||||||||||
Research & Development | ||||||||||||
Research and development expenses consist primarily of personnel and related expenses for the Company’s research and development staff, including salaries, benefits, bonuses and stock-based compensation; the cost of certain third-party service providers; and allocated overhead. Research and development expenses, other than software development costs qualifying for capitalization, are expensed as incurred. The Company’s research and development expenses were $30.6 million in 2014, $21.3 million in 2013, and $14.9 million in 2012. | ||||||||||||
Advertising | ||||||||||||
Advertising expenses for 2014, 2013, and 2012, were $3.7 million, $2.0 million, and $0.4 million, respectively, and are expensed as incurred. | ||||||||||||
Stock-Based Compensation | ||||||||||||
The Company accounts for stock-based compensation awards granted to employees and directors by recording compensation expense based on the awards’ estimated fair value. The Company estimates the fair value of its stock options as of the date of grant using the Black-Scholes option-pricing model. The resulting fair value, net of estimated forfeitures, is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period, which is generally four years. The Company recognizes the fair value of stock-based compensation for awards which contain only service conditions on a straight-line basis over the vesting period of the awards. The Company recognizes the fair value of stock-based compensation for awards which contain performance conditions based upon the probability of the performance conditions being met, net of estimated forfeitures, using the graded vesting method. Estimated forfeitures are based upon the Company’s historical experience and the Company revises its estimates, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. | ||||||||||||
The Black-Scholes option pricing model requires assumptions, estimated volatility, risk-free rate, expected term and estimated dividend yield. The assumptions used in calculating the fair value of stock options represents the Company’s best estimates, based on management judgment. The Company uses the average volatility of similar publicly traded companies as an estimate for estimated volatility. The Company determines the expected term of awards which contain only service conditions using the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award, as the Company does not have sufficient historical data relating to stock-option exercises. For awards granted which contain performance conditions the Company estimates the expected term based on estimates of post-vesting employment termination behavior taking into account the life of the award. The risk-free interest rate for periods within the expected or contractual life of the option, as applicable, is based on the United States Treasury yield curve in effect during the period the options were granted. The estimated dividend yield is zero, as the Company has not declared, and does not currently intend to declare, dividends in the foreseeable future. | ||||||||||||
The following information represents the weighted average of the assumptions used in the Black-Scholes option-pricing model: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Risk-free interest rate | 1.9 | % | 1.5 | % | 1 | % | ||||||
Expected term (in years) | 6 | 6 | 5.8 | |||||||||
Estimated dividend yield | — | % | — | % | — | % | ||||||
Estimated volatility | 49.9 | % | 51.5 | % | 53.9 | % | ||||||
The Company estimates the fair value of its performance-based restricted stock units, which included a market condition performance criteria, using a Monte Carlo simulation model that factors in the probability of the award vesting. For performance-based awards, the fair value is not determined until all of the terms and conditions are established. | ||||||||||||
Due to the full valuation allowance provided on its net deferred tax assets, the Company has not recorded any tax benefit attributable to stock-based compensation expense as of December 31, 2014 and 2013. | ||||||||||||
Capitalized Software Costs | ||||||||||||
The Company capitalizes the costs associated with software developed or obtained for internal use, including costs incurred in connection with the development of its solutions, when the preliminary project stage is completed, management has decided to make the project a part of its future offering, and the software will be used to perform the function intended. These capitalized costs include external direct costs of materials and services consumed in developing or obtaining internal-use software, personnel and related expenses for employees who are directly associated with and who devote time to internal-use software projects and, when material, interest costs incurred during the development. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for upgrades and enhancements to the solutions are also capitalized. Post-configuration training and maintenance costs are expensed as incurred. Capitalized software costs are amortized to cost of revenue using the straight-line method over an estimated useful life of the software of three years, commencing when the software is ready for its intended use. The Company does not transfer ownership of, or lease its software to its clients. | ||||||||||||
During the years ended December 31, 2014, 2013 and 2012, the Company capitalized $11.4 million, $7.9 million, and $5.7 million, respectively, of software development costs to the balance sheet. During the years ended December 31, 2014, 2013 and 2012, the Company amortized $6.3 million, $4.3 million, and $2.8 million to cost of revenue, respectively. Based on the Company’s capitalized software costs at December 31, 2014, estimated amortization expense of $7.4 million, $5.6 million, $2.6 million and $0.2 million is expected to be recognized in 2015, 2016, 2017 and 2018, respectively. | ||||||||||||
Comprehensive Loss | ||||||||||||
Comprehensive loss encompasses all changes in equity other than those arising from transactions with stockholders, and consists of net loss, currency translation adjustments and unrealized gains or losses on investments. For the years ended December 31, 2014, 2013 and 2012, accumulated other comprehensive income (loss) comprised a cumulative translation adjustment. For the years ended December 31, 2014 and 2013, accumulated other comprehensive income also included net unrealized gains (losses) on investments. | ||||||||||||
Income Taxes | ||||||||||||
The Company uses the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities, using tax rates expected to be in effect during the years in which the bases differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In determining the need for valuation allowances, the Company considers projected future taxable income and the availability of tax planning strategies. The Company has recorded a full valuation allowance to reduce its United States, United Kingdom, New Zealand, Hong Kong and Brazil net deferred tax assets to zero, as it has determined that it is not more likely than not that these deferred tax assets will be realized. | ||||||||||||
The Company has assessed its income tax positions and recorded tax benefits for all years subject to examination, based upon its evaluation of the facts, circumstances and information available at each period end. For those tax positions where the Company has determined there is a greater than 50% likelihood that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is determined there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized. | ||||||||||||
Cash and Cash Equivalents | ||||||||||||
The Company considers cash and cash equivalents to include short-term, highly liquid investments that are readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value, including investments with original or remaining maturities from the date of purchase of three months or less. At December 31, 2014 and 2013, cash and cash equivalents consisted of cash balances of $76.0 million and $43.9 million, respectively, and money market funds backed by United States Treasury Bills of $90.6 million and $65.7 million, respectively. | ||||||||||||
Investments in Marketable Securities | ||||||||||||
The Company’s available-for-sale investments in marketable securities are recorded at fair value, with any unrealized gains and losses, net of taxes, reported as a component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. If the Company determines that an other-than-temporary decline has occurred for debt securities that the Company does not then currently intend to sell, the Company recognizes the credit loss component of an other-than-temporary impairment in other income (expense) and the remaining portion in other comprehensive income (loss). The credit loss component is identified as the amount of the present value of cash flows not expected to be received over the remaining term of the security, based on cash flow projections. In determining whether an other-than-temporary impairment exists, the Company considers: (i) the length of time and the extent to which the fair value has been less than cost; (ii) the financial condition and near-term prospects of the issuer of the securities; and (iii) the Company’s intent and ability to retain the security for a period of time sufficient to allow for any anticipated recovery in fair value. The cost of marketable securities sold is determined based on the specific identification method and any realized gains or losses on the sale of investments are reflected as a component of interest income or expense. In addition, the Company classifies marketable securities as current or non-current based upon the maturity dates of the securities. At December 31, 2014 and 2013, the Company had $119.2 million and $199.9 million, respectively, of investments in marketable securities. | ||||||||||||
Strategic Investments | ||||||||||||
In June 2014, the Company made a $0.5 million investment in a debt security of a privately-held company. The Company accounted for this debt security using fair value accounting, and therefore, the current strategic investment is recorded at fair value, with any changes in value recorded in other income (expense) in the accompanying Consolidated Statement of Operations. In September 2014, the Company made a $0.4 million investment in equity securities of a privately-held company. The Company accounted for this investment using the cost method of accounting. This investment is subject to a periodic impairment review and is considered to be impaired when a decline in fair value is judged to be other-than-temporary. These investments are included in long-term investments on the Consolidated Balance Sheet. | ||||||||||||
Restricted Cash | ||||||||||||
Included in current and non-current other assets at December 31, 2014 and 2013 were restricted cash of $0.1 million and $0.2 million, respectively, in relation to a standby letter of credit in British Pounds for a foreign sales arrangement with a customer in the United Kingdom. | ||||||||||||
Allowance for Doubtful Accounts | ||||||||||||
The Company bases its allowance for doubtful accounts on its historical collection experience and a review in each period of the status of the then-outstanding accounts receivable. | ||||||||||||
A reconciliation of the beginning and ending amount of allowance for doubtful accounts for the years ended December 31, 2014, 2013 and 2012, is as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Beginning balance, January 1 | $ | 1,021 | $ | 464 | $ | 153 | ||||||
Additions and adjustments | 2,084 | 968 | 358 | |||||||||
Write-offs | (928 | ) | (411 | ) | (47 | ) | ||||||
Ending balance, December 31 | $ | 2,177 | $ | 1,021 | $ | 464 | ||||||
Property and Equipment, Net | ||||||||||||
Property and equipment are recorded at historical cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, generally two to seven years (See Note 7). | ||||||||||||
The Company leases equipment under capital lease arrangements. The assets and liabilities under capital lease are recorded at the lesser of the present value of aggregate future minimum lease payments, including estimated bargain purchase options, or the fair value of the asset under lease. Assets under capital lease are depreciated using the straight-line method over the lesser of the estimated useful life of the asset or the term of the lease. | ||||||||||||
Leasehold improvements are depreciated on a straight-line basis over the shorter of their estimated useful lives or lease terms. Repair and maintenance costs are charged to expense as incurred, while renewals and improvements are capitalized. | ||||||||||||
Impairment of Long Lived Assets | ||||||||||||
The Company evaluates the recoverability of its long-lived assets with finite useful lives, including intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Such triggering events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse change in the extent or manner in which a long-lived asset is being used, a significant adverse change in legal factors or in the business climate, the impact of competition or other factors that could affect the value of a long-lived asset, a significant adverse deterioration in the amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying amount of the asset group, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based upon estimated undiscounted future cash flows. There were no impairment charges related to identifiable long lived assets in the years ended December 31, 2014 and 2013. | ||||||||||||
Intangible Assets | ||||||||||||
Identifiable intangible assets primarily consist of trade names and intellectual property and acquisition-related intangibles, including developed technology, customer relationships, non-compete agreements, trade names and trademarks. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives ranging from two to ten years, generally using the straight line method which approximates the pattern in which the economic benefits are consumed. | ||||||||||||
Goodwill | ||||||||||||
Goodwill is not amortized, but instead is required to be tested for impairment annually and under certain circumstances. The Company performs such testing of goodwill in the fourth quarter of each year, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. | ||||||||||||
As part of the annual impairment test, the Company may conduct an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, it then conducts the first step of a two-step impairment test. The first step of the test for goodwill impairment compares the fair value of the applicable reporting unit with its carrying value. Fair value is determined using a discounted cash flow method and/or prevailing earnings multiples for the reporting unit. The use of discounted cash flows requires the use of various economic, market and business assumptions in developing the reporting unit’s revenue, cost and cash flow forecasts, the useful life over which cash flows will occur, and determination of the reporting unit’s weighted average cost of capital that reflect the Company’s best estimates when performing the annual impairment test. | ||||||||||||
If the fair value of a reporting unit is less than the reporting unit’s carrying value, the Company performs the second step of the test for impairment of goodwill in which the Company compares the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill. The estimate of implied fair value of goodwill may require valuations of certain internally generated and unrecognized intangible assets and other assets and liabilities. If the carrying value of the goodwill exceeds the calculated implied fair value, the excess amount will be recognized as an impairment loss. Based on the results of the annual impairment test, no impairment of goodwill existed at December 31, 2014. | ||||||||||||
Senior Convertible Notes | ||||||||||||
In accounting for senior convertible notes (the “Notes”) at issuance, the Company separated the Notes into debt and equity components pursuant to the accounting standards for convertible debt instruments that may be fully or partially settled in cash upon conversion. The fair value of the debt component was estimated using an interest rate, with terms similar to the Notes, excluding the conversion feature. 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 excess of the principal amount of the Notes over the fair value of the debt component was recorded as a debt discount and a corresponding increase in additional paid-in capital. The debt discount is accreted to interest expense over the term of the Notes using the interest method. The amount recorded to additional paid-in capital is not to be remeasured as long as it continues to meet the conditions for equity classification. | ||||||||||||
Fair Value of Financial Instruments | ||||||||||||
Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last one is considered unobservable: | ||||||||||||
• | Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities that management has the ability to access at the measurement date. | |||||||||||
• | Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | |||||||||||
• | Level 3—Unobservable inputs. | |||||||||||
Observable inputs are based on market data obtained from independent sources. | ||||||||||||
Concentration of Risk | ||||||||||||
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, and accounts receivable. The Company’s cash and cash equivalents are deposited with several financial institutions and, at times, may exceed federally insured limits, as applicable. The Company performs ongoing credit evaluations of its clients. | ||||||||||||
For the years ended December 31, 2014, 2013 and 2012, no single client comprised more than 10% of the Company’s revenue. No single client had an accounts receivable balance greater than 10% of total accounts receivable at December 31, 2014 or 2013. | ||||||||||||
Foreign Currency Transactions and Translation | ||||||||||||
Transactions in foreign currencies are translated into U.S. Dollars at the rates of exchange in effect at the date of the transaction. Transaction (losses) gains were approximately $(1.7) million, $(0.3) million and $0.2 million for the years ended December 31, 2014, 2013 and 2012, respectively, and are included in other, net within other income (expense), net, in the accompanying consolidated statements of operations. | ||||||||||||
The Company has entities in various countries. For entities where the local currency is different than the functional currency, the local currency financial statements have been remeasured from the local currency into the functional currency using the current exchange rate for monetary accounts and historical exchange rates for nonmonetary accounts, with exchange differences on remeasurement included in other income (loss). To the extent that the functional currency is different than the U.S Dollar, the financial statements have then been translated into U.S. Dollars using period-end exchanges rates for assets and liabilities and average exchanges rates for the results of operations. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income or loss in the consolidated balance sheets. | ||||||||||||
Recent Accounting Pronouncements | ||||||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new accounting standards update that provides principles for recognizing revenue for the transfer of promised goods or services to customers with the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance will be effective for reporting periods beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. | ||||||||||||
In June 2014, the FASB issued a new accounting standards update amending the accounting guidance for the disclosure requirements of Variable Interest Entities relating to development stage entities. The new standard is effective prospectively for reporting periods beginning after December 15, 2015. The Company early adopted the new guidance in the three months ended June 30, 2014. The adoption of this guidance did not have a significant impact on the Company’s disclosures and the results of operations or financial position. |
Business_Acquisition
Business Acquisition | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Business Acquisition | BUSINESS ACQUISITION | |||||||||||
2014 Business Acquisition | ||||||||||||
On November 3, 2014, the Company completed the acquisition of Evolv Inc., (“Evolv”), a San Francisco based SaaS company. Evolv’s platform has been developed with big data architecture and machine learning algorithms to perform predictive and prescriptive analytics and has broad data capturing capabilities that are used to help companies solve workforce management challenges. The acquisition was completed pursuant to a merger whereby Evolv became a wholly owned subsidiary of the Company. In connection with the merger, the Company paid total purchase consideration of approximately $43.4 million. | ||||||||||||
The acquisition has been accounted for under the acquisition method of accounting in accordance with the FASB’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. As such, the Evolv assets acquired and liabilities assumed are recorded at their acquisition-date fair values. Acquisition-related transaction costs are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred. Any excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed is allocated to goodwill, which is not deductible for tax purposes. Goodwill is attributable primarily to expected synergies and other benefits, including the acquired workforce, from combining Evolv with the Company. The Company acquired Evolv to allow clients to leverage the power of big data analytics to make better workforce decisions. | ||||||||||||
The Company’s allocation of the total purchase consideration as of November 3, 2014 is summarized below (in thousands): | ||||||||||||
Cash and cash equivalents | $ | 107 | ||||||||||
Account receivables | 979 | |||||||||||
Prepaid expenses and other current assets | 194 | |||||||||||
Property and equipment | 77 | |||||||||||
Intangibles - Developed technology | 26,184 | |||||||||||
Goodwill | 17,701 | |||||||||||
Total assets acquired | 45,242 | |||||||||||
Accounts payable | 712 | |||||||||||
Accrued expenses | 619 | |||||||||||
Deferred revenue | 477 | |||||||||||
Total liabilities assumed | 1,808 | |||||||||||
Total purchase price | $ | 43,434 | ||||||||||
The developed technology is being amortized on a straight-line basis over 3 years. | ||||||||||||
Unaudited Pro Forma Financial Information | ||||||||||||
The following table reflects the unaudited pro forma consolidated results of operations as if the Evolv acquisition had taken place on January 1, 2013, after giving effect to certain adjustments including the amortization of acquired intangible assets and the elimination of the Company’s and Evolv’s non-recurring acquisition-related expenses (in thousands): | ||||||||||||
For the Years Ended | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Pro Forma | Pro Forma | |||||||||||
Revenue | $ | 268,771 | $ | 190,551 | ||||||||
Net loss | $ | (85,521 | ) | $ | (64,474 | ) | ||||||
The unaudited pro forma information presented does not purport to be indicative of the results that would have been achieved had the acquisition been consummated as of January 1, 2013 nor of the results which may occur in the future. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma information does not include any adjustments for any restructuring activities, operating efficiencies or cost savings. | ||||||||||||
2012 Business Acquisition | ||||||||||||
On April 5, 2012, the Company completed the acquisition of all of the issued and outstanding shares of Sonar, a New Zealand based SaaS talent management vendor serving small businesses worldwide. Purchase consideration for the acquisition was approximately $12.5 million in cash and 15,530 shares of the Company’s common stock, with a fair value of approximately $0.3 million, valued on the acquisition date. Approximately $1.8 million of the cash consideration and the shares issued were placed in escrow pending resolution of any post-acquisition representations and warranties. The escrow period ended in April 2013. | ||||||||||||
The acquisition has been accounted for under the acquisition method of accounting in accordance with the FASB’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. As such, the Sonar assets acquired and liabilities assumed are recorded at their acquisition-date fair values. Acquisition-related transaction costs are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred. Any excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed is allocated to goodwill, which is not deductible for tax purposes. Goodwill is attributable primarily to expected synergies and other benefits, including the acquired workforce, from combining Sonar with the Company. The Company acquired Sonar to strengthen its ability to serve small businesses with less than 400 employees. | ||||||||||||
The Company’s allocation of the total purchase consideration as of April 5, 2012 is summarized below (in thousands): | ||||||||||||
Acquired intangible assets: | ||||||||||||
Developed technology | $ | 3,800 | ||||||||||
Customer relationships | 2,400 | |||||||||||
Non-compete agreements | 610 | |||||||||||
Domains/trademark/tradenames | 320 | |||||||||||
Total acquired intangible assets | 7,130 | |||||||||||
Goodwill | 8,193 | |||||||||||
Other assets (including cash of $76) | 815 | |||||||||||
Current liabilities | (506 | ) | ||||||||||
Deferred revenue | (427 | ) | ||||||||||
Borrowings | (557 | ) | ||||||||||
Net deferred tax liabilities | (1,809 | ) | ||||||||||
Net Assets Acquired | $ | 12,839 | ||||||||||
The developed technology, customer relationships intangibles, non-compete agreements and trade names/trademarks are being amortized on a straight-line basis over 4, 4, 2.5 and 2 years, respectively, with a combined weighted-average useful life of 3.8 years. | ||||||||||||
Unaudited Pro Forma Financial Information | ||||||||||||
The following table reflects the unaudited pro forma consolidated results of operations as if the Sonar acquisition had taken place on January 1, 2011, after giving effect to certain adjustments including the amortization of acquired intangible assets and the associated tax effect and the elimination of the Company’s and Sonar’s non-recurring acquisition-related expenses (in thousands): | ||||||||||||
For the Years Ended | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Actual | Actual | Pro Forma | ||||||||||
Revenue | $ | 263,568 | $ | 185,129 | $ | 118,917 | ||||||
Net loss | $ | (64,899 | ) | $ | (40,426 | ) | $ | (31,072 | ) | |||
The unaudited pro forma information presented does not purport to be indicative of the results that would have been achieved had the acquisition been consummated as of January 1, 2011 nor of the results which may occur in the future. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma information does not include any adjustments for any restructuring activities, operating efficiencies or cost savings. |
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Net Loss Per Share | NET LOSS PER SHARE | |||||||||||
The following table presents the basic and diluted loss per share (in thousands, except per share amounts): | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net loss | $ | (64,899 | ) | $ | (40,426 | ) | $ | (31,390 | ) | |||
Weighted-average shares of common stock outstanding | 53,267 | 51,427 | 49,929 | |||||||||
Net loss per share — basic and diluted | $ | (1.22 | ) | $ | (0.79 | ) | $ | (0.63 | ) | |||
The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Options to purchase common stock and restricted stock units | 8,554 | 7,730 | 7,331 | |||||||||
Convertible notes | 4,682 | 4,682 | — | |||||||||
Common stock warrants | 4,682 | 4,682 | — | |||||||||
Shares issued for purchase consideration held in escrow | — | — | 16 | |||||||||
Common stock subject to repurchase right | — | — | 10 | |||||||||
Other restricted common stock | — | 12 | 31 | |||||||||
Total shares excluded from net loss per share | 17,918 | 17,106 | 7,388 | |||||||||
Under the treasury stock method, the convertible notes and common stock warrants will have a dilutive impact on net earnings per share when the average stock price for the period exceeds the respective conversion prices and the Company has net income. The Company also entered into note hedge transactions (“Note Hedges”) in connection with the convertible notes with respect to its common stock to minimize the impact of potential economic dilution upon conversion of the convertible notes. The Note Hedges were outstanding as of December 31, 2014. Since the beneficial impact of the Note Hedges were anti-dilutive, they were excluded from the calculation of diluted net income (loss) per share. See Note 9 of the Notes to Consolidated Financial Statements. |
Investments
Investments | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||
Investments | INVESTMENTS | |||||||||||||||
The Company’s investments in available-for-sale marketable securities are made pursuant to its investment policy, which has established guidelines relative to the diversification of the Company’s investments and their maturities, with the principle objective of capital preservation and maintaining liquidity that is sufficient to meet cash flow requirements. | ||||||||||||||||
The following is a summary of investments in marketable securities, including cash equivalents, as of December 31, 2014 and 2013 (in thousands): | ||||||||||||||||
31-Dec-14 | ||||||||||||||||
Amortized Cost Basis | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||
Money market funds | $ | 90,569 | $ | — | $ | — | $ | 90,569 | ||||||||
Corporate bonds | 43,031 | — | (42 | ) | 42,989 | |||||||||||
Agency bonds | 64,210 | 1 | (15 | ) | 64,196 | |||||||||||
U.S. treasury securities | 12,000 | — | (1 | ) | 11,999 | |||||||||||
$ | 209,810 | $ | 1 | $ | (58 | ) | $ | 209,753 | ||||||||
31-Dec-13 | ||||||||||||||||
Amortized Cost Basis | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||
Money market funds | $ | 65,700 | $ | — | $ | — | $ | 65,700 | ||||||||
Corporate bonds | 78,488 | 121 | — | 78,609 | ||||||||||||
Agency bonds | 121,307 | 14 | (5 | ) | 121,316 | |||||||||||
$ | 265,495 | $ | 135 | $ | (5 | ) | $ | 265,625 | ||||||||
As of December 31, 2014, the Company’s investment in corporate bonds, agency bonds and U.S. treasury securities had a weighted-average maturity date of approximately eight months. Unrealized gains and losses on investments were not significant, and the Company does not believe the unrealized losses represent other-than-temporary impairments as of December 31, 2014. No marketable securities held have been in a continuous unrealized loss position for more than 12 months as of December 31, 2014. | ||||||||||||||||
Strategic Investments | ||||||||||||||||
In June 2014, the Company made a $0.5 million investment in a debt security of a privately-held company. The Company accounted for this debt security using fair value accounting and the fair value was determined to be $0.5 million as of December 31, 2014. | ||||||||||||||||
In September 2014, the Company made a $0.4 million investment in equity securities of a privately-held company. The Company is accounting for this investment using the cost method of accounting. This investment is subject to a periodic impairment review and is considered to be impaired when a decline in fair value is judged to be other-than-temporary. As of December 31, 2014, the Company determined there was no impairment of this investment. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS | |||||||||||||||||||||||
Finite-lived Intangibles | ||||||||||||||||||||||||
The Company has finite-lived intangible assets which are amortized over their estimated useful lives on a straight line basis. The following table presents the gross carrying amount and accumulated amortization of finite-lived intangible assets as of December 31, 2014 and 2013 (in thousands): | ||||||||||||||||||||||||
December 31, 2014 | 31-Dec-13 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
Developed technology | $ | 29,984 | $ | (4,054 | ) | $ | 25,930 | $ | 3,800 | $ | (1,649 | ) | $ | 2,151 | ||||||||||
Customer relationships | 2,400 | (1,642 | ) | 758 | 2,400 | (1,042 | ) | 1,358 | ||||||||||||||||
Domains/trademarks/tradenames | 320 | (320 | ) | — | 320 | (278 | ) | 42 | ||||||||||||||||
Software license rights | 1,654 | (1,060 | ) | 594 | 1,654 | (759 | ) | 895 | ||||||||||||||||
Non-compete agreements | 610 | (610 | ) | — | 610 | (424 | ) | 186 | ||||||||||||||||
Total | $ | 34,968 | $ | (7,686 | ) | $ | 27,282 | $ | 8,784 | $ | (4,152 | ) | $ | 4,632 | ||||||||||
In November 2014, the Company recorded additional finite-lived intangible assets totaling $26.2 million, related to developed technology from the acquisition of Evolv (see Note 3). | ||||||||||||||||||||||||
Total amortization expense from finite-lived intangible assets were $3.5 million, $2.3 million and $1.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. Amortization expense of $2.7 million, $1.3 million and $1.0 million for the years ended December 31, 2014, 2013 and 2012, respectively, related to developed technology and software license rights was recorded in cost of revenue and the remainder in “Amortization of certain acquired intangible assets” in the accompanying Consolidated Statements of Operations. | ||||||||||||||||||||||||
The following table presents the Company’s estimate of remaining amortization expense for each of the five succeeding fiscal years for finite-lived intangible assets that existed at December 31, 2014 (in thousands): | ||||||||||||||||||||||||
2015 | $ | 10,568 | ||||||||||||||||||||||
2016 | 9,282 | |||||||||||||||||||||||
2017 | 7,419 | |||||||||||||||||||||||
2018 | 10 | |||||||||||||||||||||||
2019 | 3 | |||||||||||||||||||||||
Total | $ | 27,282 | ||||||||||||||||||||||
Estimated remaining amortization expense of $10.0 million, $9.1 million, $7.4 million, $10,000, and $3,000 will be recorded in cost of revenue for 2015, 2016, 2017, 2018, and 2019, respectively. The remaining estimated amortization expense will be recorded in amortization of acquired intangible assets within operating expenses. | ||||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||||
The following table presents the changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 (in thousands): | ||||||||||||||||||||||||
Goodwill as of December 31, 2012 | $ | 8,193 | ||||||||||||||||||||||
Adjustments | — | |||||||||||||||||||||||
Goodwill as of December 31, 2013 | $ | 8,193 | ||||||||||||||||||||||
Goodwill from Evolv acquisition | 17,701 | |||||||||||||||||||||||
Goodwill as of December 31, 2014 | $ | 25,894 | ||||||||||||||||||||||
Other_Balance_Sheet_Amounts
Other Balance Sheet Amounts | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Balance Sheet Related Disclosures [Abstract] | ||||||||||
Other Balance Sheet Amounts | OTHER BALANCE SHEET AMOUNTS | |||||||||
The balance of property and equipment, net is as follows (in thousands): | ||||||||||
Useful Life | December 31, | |||||||||
2014 | 2013 | |||||||||
Computer equipment and software | 2 – 5 years | $ | 22,352 | $ | 15,768 | |||||
Furniture and fixtures | 7 years | 2,910 | 2,265 | |||||||
Leasehold improvements | 2 – 6 years | 8,453 | 4,190 | |||||||
Renovation in progress | n/a | 703 | 954 | |||||||
34,418 | 23,177 | |||||||||
Less: accumulated depreciation and amortization | (12,994 | ) | (8,741 | ) | ||||||
Total property and equipment, net | $ | 21,424 | $ | 14,436 | ||||||
Depreciation expense for the years ended December 31, 2014, 2013 and 2012 was $5.2 million, $3.2 million, $2.5 million, respectively. At December 31, 2014 and 2013, property and equipment includes computer equipment and software under capital leases with a cost basis of $1.8 million and $2.8 million, respectively, and accumulated depreciation of $1.6 million and $2.0 million, respectively. Depreciation of computer equipment and software under capital leases was $0.7 million, $0.9 million, and $1.1 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||
The balance of accrued expenses is as follows (in thousands): | ||||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
Accrued bonuses | $ | 7,811 | $ | 6,860 | ||||||
Accrued commissions | 10,088 | 7,246 | ||||||||
Other accrued expenses | 11,577 | 8,182 | ||||||||
Total accrued expenses | $ | 29,476 | $ | 22,288 | ||||||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis include the following as of December 31, 2014 and 2013 (in thousands): | ||||||||||||||||||||||||||||||||
December 31, 2014 | 31-Dec-13 | |||||||||||||||||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Cash equivalents | $ | 90,569 | $ | 90,569 | $ | — | $ | — | $ | 65,700 | $ | 65,700 | $ | — | $ | — | ||||||||||||||||
Corporate bonds | 42,989 | — | 42,989 | — | 78,609 | — | 78,609 | — | ||||||||||||||||||||||||
Agency bonds | 64,196 | — | 64,196 | — | 121,316 | — | 121,316 | — | ||||||||||||||||||||||||
U.S. treasury securities | 11,999 | — | 11,999 | — | — | — | — | — | ||||||||||||||||||||||||
Strategic investments | 500 | — | — | 500 | — | — | — | — | ||||||||||||||||||||||||
$ | 210,253 | $ | 90,569 | $ | 119,184 | $ | 500 | $ | 265,625 | $ | 65,700 | $ | 199,925 | $ | — | |||||||||||||||||
The Company’s cash equivalents at December 31, 2014 and 2013 consisted of money market funds with original maturity dates of three months or less backed by U.S. Treasury Bills. Cash equivalents are classified as Level 1. | ||||||||||||||||||||||||||||||||
As of December 31, 2014, corporate bonds, agency bonds and U.S. treasury securities were classified within Level 2 of the fair value hierarchy. The bonds were valued using information obtained from pricing services, which obtained quoted market prices from a variety of industry data providers, security master files from large financial institutions, and other third-party sources. The Company performed supplemental analysis to validate information obtained from its pricing services. As of December 31, 2014, no adjustments were made to such pricing information. | ||||||||||||||||||||||||||||||||
Strategic Investments | ||||||||||||||||||||||||||||||||
The Company’s investments in privately-held companies are shown in the accompanying Consolidated Balance Sheets in Long-term investments and accompanying Consolidated Statements of Cash Flows in Purchases of investments. The investment in debt securities is considered Level 3 in the fair value hierarchy as it has been valued using significant unobservable inputs or data from various valuation approaches and is measured each reporting period at fair value. | ||||||||||||||||||||||||||||||||
The following table presents a reconciliation of the investment in debt securities measured at fair value using significant unobservable inputs (Level 3) as of December 31, 2014 (in thousands): | ||||||||||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | — | ||||||||||||||||||||||||||||||
Additions | 500 | |||||||||||||||||||||||||||||||
Balance as of December 31, 2014 | $ | 500 | ||||||||||||||||||||||||||||||
Senior Convertible Notes | ||||||||||||||||||||||||||||||||
The Company’s senior convertible notes are shown in the accompanying Consolidated Balance Sheets at their original issuance value, net of unamortized discount, and are not re-measured to fair value each period. The approximate fair value of Company’s convertible notes as of December 31, 2014 was $247.2 million. The fair value of the convertible notes was estimated on the basis of quoted market prices, which, due to limited trading activity, are considered Level 2 in the fair value hierarchy. |
Debt_and_Other_Financing_Arran
Debt and Other Financing Arrangements | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt and Other Financing Arrangements | DEBT AND OTHER FINANCING ARRANGEMENTS | |||||||
Senior Convertible Notes | ||||||||
In 2013, the Company issued senior convertible notes (the “Notes”) raising gross proceeds of $253.0 million. | ||||||||
The Notes are governed by an Indenture, dated June 17, 2013 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The Notes mature on July 1, 2018, unless earlier repurchased or converted, and bear interest at a rate of 1.50% per year payable semi-annually in arrears on January 1 and July 1 of each year, commencing January 1, 2014. | ||||||||
The Notes are convertible at an initial conversion rate of 18.5046 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $54.04 per share, subject to adjustment for anti-dilutive issuances, voluntary increases in the conversion rate and make-whole adjustments upon a fundamental change. A fundamental change includes a change in control, delisting of the Company's common stock and a liquidation of the Company. Upon conversion, the Company will deliver cash for the principal amount, and the Company has the right to settle any amounts in excess of the principal in cash or shares. | ||||||||
Prior to April 1, 2018, the Notes are only convertible upon satisfaction of certain conditions as follows: | ||||||||
• | during any calendar quarter after September 30, 2013, if the last reported sale price of 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 business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each trading day of that five consecutive trading day period was less than 98% of the product of the last reported sale price of common stock and the conversion rate on each such trading day; or | |||||||
• | upon the occurrence of specified corporate events as defined in the Indenture. | |||||||
Holders of the Notes may convert their Notes at any time on or after April 1, 2018, until the close of business on the second scheduled trading day immediately preceding the maturity date. | ||||||||
The holders of the Notes may require the Company to repurchase all or a portion of their Notes at a cash repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest, upon a fundamental change and events of default, including non-payment of interest or principal and other obligations under the Indenture. | ||||||||
In accounting for the Notes at issuance, the Company separated the Notes into debt and equity components pursuant to the accounting standards for convertible debt instruments that may be fully or partially settled in cash upon conversion. The fair value of the debt component was estimated using an interest rate for nonconvertible debt, with terms similar to the Notes, excluding the conversion feature. 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 excess of the principal amount of the Notes over the fair value of the debt component was recorded as a debt discount and a corresponding increase in additional paid-in capital. The debt discount is accreted to interest expense over the term of the Notes using the interest method. The amount recorded to additional paid-in capital is not to be remeasured as long as it continues to meet the conditions for equity classification. Upon issuance of the $253.0 million of Notes, the Company recorded $214.3 million to debt and $38.7 million to additional paid-in capital for the debt discount. | ||||||||
The Company incurred transaction costs of approximately $7.3 million related to the issuance of the Notes. In accounting for these costs, the Company allocated the costs to the debt and equity components in proportion to the allocation of proceeds from the issuance of the Notes to such components. Transaction costs allocated to the debt component of $6.2 million are deferred as an asset and amortized to interest expense over the term of the Notes. The transaction costs allocated to the equity component of $1.1 million were recorded to additional paid-in capital. The transaction costs allocated to the debt component were recorded as deferred offering costs in other noncurrent assets. | ||||||||
The net carrying amount of the liability component of the Notes as of December 31, 2014 consists of the following (in thousands): | ||||||||
Principal amount | $ | 253,000 | ||||||
Unamortized debt discount | (27,906 | ) | ||||||
Net carrying value | $ | 225,094 | ||||||
The following table presents the interest expense recognized related to the Notes for year ended December 31, 2014 and 2013 (in thousands): | ||||||||
Year Ended December 31, | Year Ended December 31, | |||||||
2014 | 2013 | |||||||
Contractual interest expense at 1.5% per annum | $ | 3,795 | $ | 2,045 | ||||
Amortization of debt issuance costs | 1,145 | 591 | ||||||
Accretion of debt discount | 7,129 | 3,681 | ||||||
Total | $ | 12,069 | $ | 6,317 | ||||
The net proceeds from the Notes were approximately $246.0 million after payment of the initial purchasers' offering expenses. The Company used approximately $49.5 million of the net proceeds of the Notes offering to pay the cost of the Note Hedges described below, which was partially offset by $23.2 million of the proceeds from the Company's sale of the Warrants also described below. | ||||||||
Note Hedges | ||||||||
Concurrent with the issuance of the Notes, the Company entered into note hedges (the “Note Hedges”) with certain bank counterparties, with respect to its common stock. The Company paid $49.5 million for the Note Hedges. The Note Hedges cover approximately 4.7 million shares of the Company's common stock at a strike price of $54.04 per share, and are exercisable by the Company upon conversion of the Notes. The Note Hedges will expire upon the maturity of the Notes. The Note Hedges are intended to reduce the potential economic dilution upon conversion of the Notes in the event that the fair value per share of the Company's common stock at the time of exercise is greater than the conversion price of the Notes. | ||||||||
Warrants | ||||||||
Separately and concurrently with the entry by the Company into the Note Hedges, the Company entered into warrant transactions, whereby it sold warrants to the same bank counterparties as the Note Hedges to acquire up to 4.7 million shares of the Company's common stock at a strike price of $80.06 per share (“Warrants”), subject to anti-dilution adjustments. The Company received proceeds of $23.2 million from the sale of the Warrants. The Warrants expire at various dates during 2018 and 2019. If the fair value per share of the Company's common stock exceeds the strike price of the Warrants, the Warrants will reduce diluted earnings per share to the extent that the calculation does not have an anti-dilutive effect. | ||||||||
The amounts paid and received for the Note Hedges and the Warrants have been recorded in additional paid-in capital. The fair value of the Note Hedges and the Warrants are not remeasured through earnings each reporting period. | ||||||||
Silicon Valley Bank | ||||||||
In June 2013, concurrent with the issuance of the Notes, the Company repaid its total outstanding borrowings under the SVB Credit Facility in the amount of $3.0 million. The SVB Credit Facility was extinguished upon the June 2013 repayment. | ||||||||
Other Debt Arrangements | ||||||||
The Company has entered into other debt arrangements with finance companies to finance the purchase of property, equipment and software. As of December 31, 2014 and 2013, total amounts outstanding under these arrangements were $0.4 million and $0.9 million, respectively. Principal and interest is generally due monthly, through 2015. | ||||||||
Maturities of outstanding borrowings under the other debt arrangements as of December 31, 2014 were as follows for each year ending December (in thousands): | ||||||||
2015 | $ | 351 | ||||||
Total current debt | $ | 351 | ||||||
The weighted-average interest rate on borrowings for the years ended December 31, 2014 and 2013 was 6.9% and 7.0%, respectively. | ||||||||
The estimated fair value of the Company’s debt was $0.4 million and $0.9 million at December 31, 2014 and 2013, respectively. The fair value was estimated based on discounted cash flow analyses using appropriate current discount rates, taking into consideration the particular terms of the borrowing agreements, at the end of the respective periods. The carrying value of the Company’s line of credit was considered to approximate fair market value, as the interest rates of these instruments were based predominantly on variable reference rates. These estimates involve considerable judgment and changes in those assumptions could significantly affect the estimates. | ||||||||
Although the Company has determined the estimated fair value amounts using commonly accepted valuation methodologies, judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates are not necessarily indicative of the amounts the Company, or holders of the instruments, could realize in a current market exchange. The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. The fair value estimates are based on information available as of December 31, 2014 and 2013. These amounts have not been revalued since those dates, and current estimates of fair value could differ significantly from the amounts presented. |
Capitalization
Capitalization | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Capitalization | CAPITALIZATION |
As of December 31, 2014, the Company’s authorized stock consists of 1,000,000,000 shares of common stock, par value of $0.0001 per share, and 50,000,000 shares of preferred stock, par value of $0.0001 per share. No shares of preferred stock were issued or outstanding at December 31, 2014 and 2013. |
STOCKBASED_AWARDS
STOCK-BASED AWARDS | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Stock-Based Awards | STOCK-BASED AWARDS | ||||||||||||
1999 and 2009 Plans | |||||||||||||
In November 1999, the Company adopted the 1999 Stock Plan (“1999 Plan”) as amended. In January 2009, the Company adopted the 2009 Plan (“2009 Plan”) as amended. Stock options granted under the 1999 and 2009 Plans may be incentive stock options or non-statutory stock options. Incentive stock options may only be granted to employees. Stock purchase rights may also be granted under the 1999 and 2009 Plans. The Board of Directors determines the period over which stock options become exercisable. However, except in specific cases of stock options granted to officers, directors and consultants, stock options become exercisable at a rate of not less than 20% per year over five years from the date the stock options are granted. Options granted under the 1999 and 2009 Plans expire ten years after the grant date and generally vest one-fourth on the first anniversary of the grant and ratably thereafter for the following thirty-six months. The exercise price of incentive stock options and non-statutory stock options cannot be less than 100% and 85%, respectively, of the fair market value per share of the Company’s common stock on the grant date as determined by the Company’s Board of Directors. If an individual owns stock representing more than 10% of the outstanding shares, the price of each incentive stock option or non-statutory stock option share must be at least 110% of fair market value, as determined by the Board of Directors. The term of the stock options is ten years except for incentive stock options granted to an individual who owns stock representing more than 10% of the outstanding shares, in which case the term of the stock options is 5 years. The Company may also grant options that are immediately exercisable upon the Board of Directors’ approval. | |||||||||||||
At December 31, 2014, no shares are issuable under the 1999 and 2009 Plans. | |||||||||||||
2010 Plan | |||||||||||||
In March 2011, upon the completion of the Company’s IPO, the Company adopted the 2010 Plan and determined that it will no longer grant any additional awards under the 1999 Plan and the 2009 Plan. However, the 1999 Plan and the 2009 Plan continue to govern the terms and conditions of the outstanding awards previously granted under each respective plan. Upon the adoption of the 2010 Plan, the maximum aggregate number of shares issuable thereunder was 3,680,480 shares, plus (i) any shares subject to stock options or similar awards granted under the 1999 Plan or 2009 Plan prior to March 16, 2011 that expire or otherwise terminate without having been exercised in full and (ii) shares issued pursuant to awards granted under the 1999 Plan and 2009 Plan that are forfeited to or repurchased by the Company after March 16, 2011, with the maximum number of shares to be added to the 2010 Plan from the 1999 Plan and 2009 Plan equal to 5,614,369 shares of common stock. In addition, the number of shares available for issuance under the 2010 Plan will be annually increased on the first day of each fiscal year beginning with 2012, by an amount equal to the lesser of 5,500,000 shares, 4.5% of the outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year, or such other amount as the Company’s Board of Directors determines. | |||||||||||||
Shares issued pursuant to awards under the 2010 Plan that are repurchased by the Company or that expire or are forfeited, as well as shares used to pay the exercise price of an award or to satisfy the minimum tax withholding obligations related to an award, will become available for future grant or sale under the 2010 Plan. In addition, to the extent that an award is paid out in cash rather than shares, such cash payment will not reduce the number of shares available for issuance under the 2010 Plan. | |||||||||||||
The 2010 Plan permits the grant of incentive stock options to employees and the grant of non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to the Company’s employees, directors and consultants. | |||||||||||||
Stock Options | |||||||||||||
The exercise price of stock options granted under the 2010 Plan must equal at least the fair market value of the Company’s common stock on the date of grant. The term of an incentive stock option may not exceed ten years; provided, however, that an incentive stock option held by a participant who owns more than 10% of the total combined voting power of all classes of the Company’s stock, may not have a term in excess of five years and must have an exercise price of at least 110% of the fair market value of the Company’s common stock on the grant date. | |||||||||||||
Restricted Stock Awards | |||||||||||||
The Company may grant restricted stock under the 2010 Plan. Restricted stock awards are grants of shares of the Company’s common stock that are subject to various restrictions, including restrictions on transferability and forfeiture provisions. Recipients of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting, unless the Board of Directors provides otherwise. Shares of restricted stock that do not vest for any reason will be forfeited by the recipient and will revert to the Company. The fair value of each share of restricted stock granted is equal to the grant date fair market value of the Company’s common stock. | |||||||||||||
Restricted Stock Units | |||||||||||||
The Company may also grant restricted stock units under the 2010 Plan. The fair value of each restricted stock unit granted is equal to the grant date fair market value of the Company’s common stock. The payment of restricted stock units may be in the form of cash, shares, or in a combination thereof, as determined by the Board of Directors. During 2014, the Company granted 547,426 time based restricted stock units under the 2010 Plan. | |||||||||||||
Stock Appreciation Rights | |||||||||||||
The Company may also grant stock appreciation rights under the 2010 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the price of the Company’s common stock between the date of grant and the exercise date. The payment of stock appreciation rights may be in the form of cash, shares, or in a combination thereof, as determined by the Board of Directors. As of December 31, 2014, no stock appreciation rights had been granted under the 2010 Plan. | |||||||||||||
Performance Units/Performance Shares | |||||||||||||
The Company may also grant performance units and performance shares under the 2010 Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals for a predetermined period, established by the Board of Directors, are achieved or the awards otherwise vest. The fair value of each performance unit and performance share awarded is equal to the grant date fair market value of the Company’s common stock when the performance goals are defined solely by reference to the Company’s own operations. The fair value of each performance unit and performance award that contain performance goals tied to performance of the Company’s common stock is estimated using a Monte-Carlo simulation. The payment of performance units and performance shares may be in the form of cash, shares, or a combination thereof, as determined by the Board of Directors. | |||||||||||||
Under the 2010 Plan, 2,184,168 shares remained available for issuance, at December 31, 2014. | |||||||||||||
Stock Options | |||||||||||||
The Company has granted stock options which vest upon meeting service conditions. The following table summarizes the stock option activity which contain only service conditions, under the Company’s 1999, 2009 and 2010 Plans (in thousands, except per share and term information): | |||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||
Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | |||||||||||
Price | Contractual | ||||||||||||
Term | |||||||||||||
Outstanding, December 31, 2013 | 7,127 | $ | 23.07 | 8.1 | $ | 215,549 | |||||||
Granted | 2,209 | 44.16 | |||||||||||
Exercised | (1,141 | ) | 10.63 | ||||||||||
Forfeited | (449 | ) | 38.23 | ||||||||||
Outstanding, December 31, 2014 | 7,746 | 30.04 | 7.8 | 77,498 | |||||||||
Exercisable at December 31, 2014 | 3,855 | 19.38 | 6.8 | 67,749 | |||||||||
Vested and expected to vest at December 31, 2014 | 7,602 | $ | 29.84 | 7.8 | $ | 77,208 | |||||||
The following table summarizes information about stock options, which contain only service conditions, under the Company’s equity incentive plans at December 31, 2014 (in thousands except term information): | |||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||
at December 31, 2014 | at December 31, 2014 | ||||||||||||
Number of Options | Weighted | Number of Options | Weighted | ||||||||||
Average | Average | ||||||||||||
Remaining | Remaining | ||||||||||||
Contractual | Contractual | ||||||||||||
Term (in | Term (in | ||||||||||||
years) | years) | ||||||||||||
Range of Exercise Prices | |||||||||||||
$0.34 to $1.65 | 424 | 4.6 | 424 | 4.6 | |||||||||
$5.93 to $8.88 | 953 | 5.9 | 951 | 5.9 | |||||||||
$12.54 to $15.41 | 497 | 6.7 | 374 | 6.7 | |||||||||
$16.24 to $18.82 | 596 | 7 | 499 | 7 | |||||||||
$20.85 to $23.94 | 855 | 7.4 | 595 | 7.4 | |||||||||
$27.55 to $31.44 | 411 | 8.3 | 231 | 7.8 | |||||||||
$32.92 to $36.15 | 658 | 8.5 | 216 | 8.2 | |||||||||
$38.03 to $45.76 | 1,526 | 9 | 315 | 8.5 | |||||||||
$46.20 to $56.05 | 1,826 | 9.1 | 250 | 8.7 | |||||||||
7,746 | 7.8 | 3,855 | 6.8 | ||||||||||
The total intrinsic value of options exercised during the years ended December 31, 2014, 2013 and 2012 was $42.9 million, $57.7 million, and $23.9 million, respectively. The total grant date fair value of stock options vested during the years ended December 31, 2014, 2013 and 2012 was $27.6 million, $15.3 million, and $7.5 million, respectively. The Company recognized compensation expense related to stock options of $28.8 million, $17.2 million, and $10.3 million for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||||||
Unrecognized compensation expense relating to stock options was $69.1 million at December 31, 2014 which is expected to be recognized over a weighted-average period of 2.8 years. | |||||||||||||
The aggregate grant date fair value of stock options granted for the years ended December 31, 2014, 2013 and 2012 was $48.0 million, $51.5 million, and $28.4 million, respectively. | |||||||||||||
Restricted Stock Awards | |||||||||||||
In connection with the acquisition of Sonar, the Company issued 31,164 restricted shares of its common stock, valued at approximately $0.7 million, to certain Sonar shareholders who also became employees of the company post-acquisition. The vesting of the restricted shares is subject to continued employment, and the fair value of the restricted shares is recognized as a post-acquisition compensation expense over the 2 year vesting period (see Note 3). As of December 31, 2014, all 31,164 shares were vested. | |||||||||||||
Restricted Stock Units | |||||||||||||
Restricted stock unit activity for the year ended December 31, 2014 under the Company’s equity incentive plans is summarized as follows (shares in thousands): | |||||||||||||
Number of Shares | Weighted | ||||||||||||
Average Grant Date | |||||||||||||
Fair Value | |||||||||||||
Nonvested shares subject to restricted stock units outstanding at December 31, 2013 | 382 | $ | 27.81 | ||||||||||
Granted | 548 | 37.05 | |||||||||||
Forfeited | (17 | ) | 36.47 | ||||||||||
Vested | (202 | ) | 20.05 | ||||||||||
Nonvested shares subject to restricted stock units outstanding at December 31, 2014 | 711 | $ | 36.91 | ||||||||||
The Company recognized compensation expense related to restricted stock units of $5.7 million, $3.4 million and $1.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. Unrecognized compensation expense related to nonvested restricted stock units was $22.0 million at December 31, 2014, which is expected to be recognized as expense over the weighted-average period of 3.3 years. | |||||||||||||
Performance Based Restricted Stock Units | |||||||||||||
In March 2014, the Company granted performance-based restricted stock units. The number of shares of the Company’s common stock issuable upon the vesting of these awards is based upon (a) the Company meeting certain revenue targets by December 31, 2014, and (b) the recipient continuing to provide service through each measurement date, as defined in the agreement applicable to the award. The awards generally vest over a three year period and have a term of 10 years. The Company estimated the grant date fair value for each target level at the grant date and is recognizing stock-based compensation over the vesting period using a graded vesting model based upon the revenue target that is probable of being achieved. The maximum number of shares of the Company’s common stock issuable upon vesting of these restricted stock units should the maximum target level become probable is 69,000. In September 2014, based on current and forecasted sales and service delivery levels, the Company determined that the revenue target would not be met. As such, the Company recorded a reversal of $0.7 million of previously recorded compensation expense during the year ended December 31, 2014. | |||||||||||||
In July 2014, the Company granted additional performance-based restricted stock units. The number of shares of the Company’s common stock issuable upon the vesting of this performance-based restricted stock award is based upon (a) the performance of the Company’s stock price relative to a certain independent market index, and (b) the recipient continuing to provide service through the end of the three year term of the award. Achievement of the maximum performance level would result in the issuance of 60,900 shares. The Company has used a Monte Carlo simulation to estimate the fair value of this award which factors in the probability of the award vesting. The grant date fair value of the award was $1.8 million, which will be recognized ratably over the three year term of the award. | |||||||||||||
The Company recognized compensation expense related to performance based awards of $0.7 million, $0.3 million and $0.4 million for the years ended December 31, 2014, 2013 and 2012. Unrecognized compensation expense related to nonvested performance based options and restricted stock units was $1.5 million at December 31, 2014, based on the probable performance target at that date, which is expected to be recognized as expense over the weighted-average period of 2.5 years. | |||||||||||||
Stock-Based Compensation | |||||||||||||
Stock-based compensation expense related to stock options, restricted stock units, restricted stock awards and performance-based restricted stock units is included in the following line items in the accompanying Consolidated Statement of Operations for the years ended December 31, 2014, 2013, and 2012 (in thousands): | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cost of revenue | $ | 2,669 | $ | 2,207 | $ | 1,660 | |||||||
Sales and marketing | 18,364 | 9,866 | 3,982 | ||||||||||
Research and development | 3,551 | 2,052 | 949 | ||||||||||
General and administrative | 9,096 | 6,715 | 5,616 | ||||||||||
Total | $ | 33,680 | $ | 20,840 | $ | 12,207 | |||||||
In certain instances the Company is responsible for payroll taxes related to stock options exercised or the underlying shares sold by its employees. The Company accrues its obligations at the time of the exercise of the stock options or the sale of the underlying shares. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | INCOME TAXES | |||||||||||
The components of the Company’s loss before provision (benefit) for income taxes are as follows (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
United States | $ | (59,249 | ) | $ | (36,821 | ) | $ | (20,173 | ) | |||
Foreign | (4,795 | ) | (3,733 | ) | (12,006 | ) | ||||||
Loss before provision for income taxes | $ | (64,044 | ) | $ | (40,554 | ) | $ | (32,179 | ) | |||
The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current income tax provision: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 40 | 117 | — | |||||||||
Foreign | 822 | 620 | 176 | |||||||||
Total current income tax provision | 862 | 737 | 176 | |||||||||
Deferred income tax benefit: | ||||||||||||
Federal | — | — | — | |||||||||
State | — | — | — | |||||||||
Foreign | (7 | ) | (865 | ) | (965 | ) | ||||||
Total deferred income tax benefit | (7 | ) | (865 | ) | (965 | ) | ||||||
Total income tax provision (benefit) | $ | 855 | $ | (128 | ) | $ | (789 | ) | ||||
On a consolidated basis, the Company has incurred operating losses and has recorded a full valuation allowance against its United States, United Kingdom, New Zealand, Hong Kong and Brazil deferred tax assets for all periods to date and, accordingly, has not recorded a provision (benefit) for income taxes for any of the periods presented other than a provision (benefit) for certain foreign income taxes. Certain foreign subsidiaries and branches of the Company provide intercompany services and are compensated on a cost-plus basis, and therefore, have incurred liabilities for foreign income taxes in their respective jurisdictions. The foreign deferred tax benefit for the years ended December 31, 2013 and 2012 is primarily the result of the amortization of net deferred tax liabilities and changes in other deferred taxes recorded in connection with the 2012 acquisition of Sonar (See Note 3). | ||||||||||||
The differences in the total provision for income taxes that would result from applying the 34% federal statutory rate to loss before provision for income taxes and the reported provision for income taxes are as follows (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
U.S. Federal tax benefit at statutory rates | $ | (21,795 | ) | $ | (13,784 | ) | $ | (10,941 | ) | |||
State income taxes, net of federal tax benefit | (2,013 | ) | (415 | ) | (60 | ) | ||||||
Foreign rate differential | 734 | 1,354 | 1,008 | |||||||||
Stock based compensation | 4,121 | 2,039 | 1,360 | |||||||||
Other permanent differences | 941 | 410 | 654 | |||||||||
Other | (82 | ) | 76 | (194 | ) | |||||||
Valuation allowance | 18,949 | 10,192 | 7,384 | |||||||||
Total income tax (benefit) provision | $ | 855 | $ | (128 | ) | $ | (789 | ) | ||||
Major components of the Company’s deferred tax assets (liabilities) at December 31, 2014 and 2013 are as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Accrued expenses | $ | 1,795 | $ | 2,029 | ||||||||
Long-lived intangible assets and fixed assets — basis difference | 585 | 5,710 | ||||||||||
Net operating loss carryforwards | 63,438 | 33,823 | ||||||||||
Stock-based compensation | 8,630 | 4,818 | ||||||||||
Deferred revenue | 1,532 | 1,905 | ||||||||||
Convertible note hedge | 13,913 | 16,705 | ||||||||||
Other | 715 | 452 | ||||||||||
Total deferred tax assets | 90,608 | 65,442 | ||||||||||
Valuation allowance | (73,906 | ) | (48,558 | ) | ||||||||
Deferred tax assets, net of valuation allowance | 16,702 | 16,884 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Prepaid expenses and deferred commissions | (5,940 | ) | (3,613 | ) | ||||||||
Convertible note discount | (10,511 | ) | (13,028 | ) | ||||||||
Other | (121 | ) | (120 | ) | ||||||||
Total deferred tax liabilities | (16,572 | ) | (16,761 | ) | ||||||||
Net deferred tax assets (liabilities) | $ | 130 | $ | 123 | ||||||||
At December 31, 2014, the Company had federal, state and foreign net operating losses of approximately $244.4 million, $221.6 million and $24.1 million, respectively. The federal net operating loss carryforward will begin expiring in 2019, the state net operating loss carryforward began expiring in 2014, and the foreign net operating loss has an unlimited carryforward period. The Internal Revenue Code of 1986, as amended, imposes substantial restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Due to the effects of historical equity issuances, the Company has determined that the future utilization of a portion of its net operating losses is limited annually pursuant to IRC Section 382. The Company has determined that none of its net operating losses will expire because of the annual limitation. The Company acquired federal and state R&D credits as a result of the Evolv acquisition in the amounts of $0.4 million and $0.5 million, respectively. The federal R&D credit will begin the expire in 2030; the state credit has indefinite carryforward. | ||||||||||||
The Company has recorded a full valuation allowance against its otherwise recognizable United States, United Kingdom, New Zealand, Hong Kong and Brazil deferred income tax assets as of December 31, 2014. Management has determined, after evaluating all positive and negative historical and prospective evidence, that it is more likely than not that these assets will not be realized. The net increase to the valuation allowance of $25.3 million, $14.5 million and $7.4 million for the years ended December 31, 2014, 2013 and 2012, respectively, was primarily due to additional net operating losses generated by the Company, net operating losses from the acquisition of Evolv and basis differences in long-lived assets. | ||||||||||||
The Company has excluded excess windfall tax benefits resulting from stock option exercises as components of the Company’s gross deferred tax assets and corresponding valuation allowance disclosures, as tax attributes related to such windfall tax benefits should not be recognized until they result in a reduction of taxes payable. The tax effected amount of gross unrealized net operating loss carryforwards, and their corresponding valuation allowances resulting from stock option exercises was $33.9 million at December 31, 2014; the corresponding gross amount is $91.9 million. When realized, excess windfall tax benefits are credited to additional paid-in capital. The Company follows the with-and-without allocation approach to determine when such net operating loss carryforwards have been realized. | ||||||||||||
Deferred income taxes have not been provided on the undistributed earnings of the Company’s foreign subsidiaries because the Company’s practice and intent is to permanently reinvest these earnings. The cumulative amount of such undistributed earnings was $2.1 million and $0.9 million at December 31, 2014 and December 31, 2013, respectively. Any future distribution of these non-U.S. earnings may subject the Company to both U.S. federal and state income taxes, as adjusted for tax credits, and foreign withholding taxes that the Company estimates would be $177,000 and $125,000 at December 31, 2014 and 2013, respectively. | ||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2014, 2013, and 2012 is as follows (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance at January 1 | $ | 276 | $ | 276 | $ | 276 | ||||||
Additions for tax positions related to the current year | — | — | — | |||||||||
Balance at December 31 | $ | 276 | $ | 276 | $ | 276 | ||||||
The provision for uncertain tax positions relate to business in territories outside of the United States. | ||||||||||||
The Company’s policy is to classify interest and penalties on uncertain tax positions as a component of tax expense. An insignificant amount of interest and penalties on unrecognized tax benefits were accrued during the 2014 tax year. The amount of accrued interest and penalties on unrecognized tax benefits was insignificant, as of December 31, 2014 and 2013. The Company does not expect the change in uncertain tax positions to have a material impact on its financial position, results of operations or liquidity. The recognition of previously unrecognized tax benefits on uncertain positions would result in a $0.4 million tax benefit. The Company does not expect any significant increases or decreases to its unrecognized tax benefits within the next twelve months. | ||||||||||||
The Company is subject to United States federal income tax as well as to income tax in multiple state and foreign jurisdictions, including the United Kingdom. Federal income tax returns of the Company are subject to IRS examination for the 2011 through 2014 tax years. State income tax returns are subject to examination for the 2010 through 2014 tax years. Foreign income tax returns are subject to examination for the 2007 through 2014 tax years. |
Geographic_Information
Geographic Information | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Geographic Information | GEOGRAPHIC INFORMATION | ||||||||||||
Revenue by geographic region, as determined based on the location of the Company’s clients is set forth below (in thousands): | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenue | |||||||||||||
United States | $ | 180,834 | $ | 128,983 | $ | 81,837 | |||||||
United Kingdom | 28,938 | 19,448 | 12,930 | ||||||||||
All other countries | 53,796 | 36,698 | 23,147 | ||||||||||
Total revenue | $ | 263,568 | $ | 185,129 | $ | 117,914 | |||||||
Property and equipment by region is set forth below (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Property and equipment, net | |||||||||||||
United States | $ | 16,990 | $ | 10,455 | |||||||||
United Kingdom | 2,802 | 3,185 | |||||||||||
All other countries | 1,632 | 796 | |||||||||||
Total property and equipment, net | $ | 21,424 | $ | 14,436 | |||||||||
401k_Saving_Plan
401(k) Saving Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
401(k) Savings Plan | 401(K) SAVINGS PLAN |
The Company has a defined contribution savings plan (the “Plan”) under Section 401(k) of the Internal Revenue Code. The Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the Board of Directors. Beginning in 2012, the Plan provided for a Company match of employees’ contributions in an amount equal to 50% of an employee’s contributions up to $2,400 per year which vests over four years. | |
The Company incurred approximately $1.3 million, $0.8 million and $0.3 million of matching contribution expenses related to the Plan during the years ended December 31, 2014, 2013 and 2012, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES | |||||||
Leases | ||||||||
The Company has various non-cancelable operating leases for its offices and its managed hosting facilities and services. These leases expire at various times through 2019. Certain lease agreements contain renewal options, rent abatement, and escalation clauses. The Company recognizes rent expense on a straight-line basis over the lease term, commencing when the Company takes possession of the property. Certain of the Company’s office leases entitle the Company to receive a tenant allowance from the landlord. The Company records tenant allowances as a deferred rent credit, which the Company amortizes on a straight-line basis, as a reduction of rent expense, over the term of the underlying lease. Total rent expense under operating leases was approximately $5.7 million, $4.1 million, $3.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. The Company finances the purchase of equipment under capital lease arrangements and other debt arrangements (See Note 9). | ||||||||
Future minimum lease payments under non-cancelable operating and capital leases at December 31, 2014 are as follows (in thousands): | ||||||||
Operating Leases | Capital Leases | |||||||
2015 | $ | 5,852 | $ | 239 | ||||
2016 | 7,233 | — | ||||||
2017 | 7,046 | — | ||||||
2018 | 7,215 | — | ||||||
2019 | 581 | — | ||||||
Total minimum lease payments | $ | 27,927 | 239 | |||||
Less: Amounts representing interest | (3 | ) | ||||||
Present value of capital lease obligations | 236 | |||||||
Less: Current portion | (236 | ) | ||||||
Long-term portion of capital lease obligations | $ | — | ||||||
Letters of Credit | ||||||||
During 2013, the Company amended a standby letter of credit in association with its building lease and signed a standby letter of credit for a contractual arrangement in Israel. In addition, the Company maintains standby letters of credit in association with other contractual arrangements. Total letters of credit outstanding at December 31, 2014 was $1.5 million. | ||||||||
Other Commitments | ||||||||
In July 2012, the Company entered into a cloud subscription agreement with a provider of enterprise cloud computing and social enterprise solutions. The Company is obligated to pay remaining fees under this agreement of $1.0 million in 2015. | ||||||||
In November 2014, the Company assumed a hosting service agreement as part of the Evolv acquisition. The Company is obligated to pay remaining fees under this agreement of $0.8 million in 2015 and $0.7 million in 2016. | ||||||||
As of December 31, 2014, the Company had agreements with various third party service providers whereby the Company has committed to assign certain dollar amounts or hours of professional service projects related to implementation and other services for clients of the Company’s Enterprise and Mid-Market solution. In aggregate, these estimated commitments total approximately $18.4 million in 2015, $7.2 million in 2016, $5.9 million in 2017 and $5.6 million in each of 2018 and 2019. | ||||||||
Guarantees and Indemnifications | ||||||||
The Company has made guarantees and indemnities under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions, including revenue transactions in the ordinary course of business. In connection with certain facility leases, the Company has agreed to indemnify its lessors for certain claims arising from the facility or the lease. The Company is obligated to indemnify its directors and officers to the maximum extent permitted under the laws of the State of Delaware. However, the Company has a directors and officers insurance policy that may reduce its exposure in certain circumstances and may enable it to recover a portion of future amounts that may be payable, if any. The duration of the guarantees and indemnities varies and, in many cases, is indefinite but subject to statutes of limitations. To date, the Company has made no payments related to these guarantees and indemnities. The Company estimates the fair value of its indemnification obligations as insignificant based on this history and the Company’s insurance coverage and therefore has not recorded any liability for these guarantees and indemnities in the accompanying consolidated balance sheets. | ||||||||
Litigation | ||||||||
During 2012, the Company received an unfavorable ruling in arbitration related to an employment matter. Based on this ruling, the Company estimated the probable loss for this matter, including both the award and estimated plaintiff attorneys’ fees, to be approximately $2.6 million and accrued this amount within other current liabilities. In August 2014, the matter was settled, and no further obligation has resulted from the final settlement of $2.6 million. | ||||||||
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. If the Company determines that it is probable that a loss has been incurred and the amount is reasonably estimable, the Company will record a liability. Except for the matter described above, the Company has determined that it does not have a potential liability related to any legal proceedings or claims that would individually or in the aggregate materially adversely affect its financial conditions or operating results. | ||||||||
Taxes | ||||||||
From time to time, various federal, state and other jurisdictional tax authorities undertake review of the Company and its filings. In evaluating the exposure associated with various tax filing positions, the Company accrues charges for possible exposures. The Company believes any adjustments that may ultimately be required as a result of any of these reviews will not be material to its consolidated financial statements. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS |
In 2010, the Cornerstone OnDemand Foundation, or the Foundation, was formed to empower communities in the United States and internationally by increasing the impact of the non-profit sector through the utilization of talent management technology including the Company’s Enterprise and Mid-Market solution. The Company’s Chief Executive Officer is on the Board of Directors of the Foundation. The Company does not direct the Foundation’s activities, and accordingly, the Company does not consolidate the Foundation’s statement of activities with its financial results. During the current year, the Company has provided at no charge certain resources to the Foundation, with approximate value of $2.2 million. | |
During June 2010, an executive officer of an accounting software company joined the Company’s Board of Directors. During May 2012, an executive officer of a travel and expense management software company joined the Company's Board of Directors. For the years ended December 31, 2014, 2013 and 2012, the Company recorded $0.8 million, $0.5 million and $0.3 million, respectively, in expenses related to the use of the accounting and travel and expense software from companies whose executive officers served on the Company’s Board of Directors during those years. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS |
During January and February 2015, the Compensation Committee of the Company’s Board of Directors granted stock options to purchase 14,110 shares of common stock at a weighted-average exercise price of $34.28 per share. The stock options vest over four years. During January and February 2015, the Board of Directors granted restricted stock units for 147,180 shares of common stock which vest annually over four years. | |
During January and February 2015, the Company entered into operating leases with commitments of approximately $0.5 million in 2015, $0.3 million in 2016 and $0.1 million in 2017. | |
The Compensation Committee of the Company’s Board of Directors also granted additional performance-based restricted stock units during December 2014, in which the terms were finalized in February 2015. Achievement of the probable target level would result in the issuance of 535,000 shares of the Company’s common stock upon the vesting of the restricted stock units and achievement of the maximum target would result in the issuance of 1,070,000 shares of the Company’s common stock upon the vesting of the restricted stock units. The performance-based restricted stock units will be fully vested after three years. |
Selected_Quarterly_Data_Unaudi
Selected Quarterly Data (Unaudited) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Selected Quarterly Data (Unaudited) | SELECTED QUARTERLY DATA (UNAUDITED) | |||||||||||||||||||||||||||||||
The following unaudited quarterly consolidated statements of operations for each of the quarters in the years ended December 31, 2014 and 2013 have been prepared on a basis consistent with the Company’s audited annual financial statements and include, in the opinion of management, all normal recurring adjustments necessary for the fair statement of the financial information contained in these statements. | ||||||||||||||||||||||||||||||||
Quarter Ended | ||||||||||||||||||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||||||||||||||||||
Mar. 31, | June 30, | Sept. 30, | Dec. 31, | Mar. 31, | June 30, | Sept. 30, | Dec. 31, | |||||||||||||||||||||||||
2013 | 2013 | 2013 | 2013 | 2014 | 2014 | 2014 | 2014 | |||||||||||||||||||||||||
Revenue | $ | 37,657 | $ | 44,346 | $ | 48,270 | $ | 54,856 | $ | 57,409 | $ | 61,468 | $ | 68,318 | $ | 76,373 | ||||||||||||||||
Cost of revenue | 11,252 | 13,164 | 13,644 | 15,488 | 17,404 | 17,409 | 19,374 | 23,497 | ||||||||||||||||||||||||
Gross profit | 26,405 | 31,182 | 34,626 | 39,368 | 40,005 | 44,059 | 48,944 | 52,876 | ||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Sales and marketing | 23,010 | 26,274 | 28,601 | 31,852 | 35,139 | 39,608 | 41,512 | 46,293 | ||||||||||||||||||||||||
Research and development | 4,419 | 5,232 | 5,716 | 5,893 | 6,883 | 6,900 | 7,552 | 9,283 | ||||||||||||||||||||||||
General and administrative | 8,566 | 7,530 | 8,261 | 9,215 | 10,454 | 10,455 | 9,576 | 11,317 | ||||||||||||||||||||||||
Amortization of certain acquired intangible assets | 251 | 251 | 251 | 251 | 251 | 213 | 211 | 153 | ||||||||||||||||||||||||
Total operating expenses | 36,246 | 39,287 | 42,829 | 47,211 | 52,727 | 57,176 | 58,851 | 67,046 | ||||||||||||||||||||||||
Loss from operations | (9,841 | ) | (8,105 | ) | (8,203 | ) | (7,843 | ) | (12,722 | ) | (13,117 | ) | (9,907 | ) | (14,170 | ) | ||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||||||||||
Interest income (expense) and other income (expense), net | (92 | ) | (714 | ) | (2,747 | ) | (3,009 | ) | (2,915 | ) | (3,315 | ) | (4,226 | ) | (3,672 | ) | ||||||||||||||||
Loss before income tax (provision) benefit | (9,933 | ) | (8,819 | ) | (10,950 | ) | (10,852 | ) | (15,637 | ) | (16,432 | ) | (14,133 | ) | (17,842 | ) | ||||||||||||||||
Income tax (provision) benefit | (1 | ) | 136 | (104 | ) | 97 | (153 | ) | (200 | ) | (178 | ) | (324 | ) | ||||||||||||||||||
Net loss | $ | (9,934 | ) | $ | (8,683 | ) | $ | (11,054 | ) | $ | (10,755 | ) | $ | (15,790 | ) | $ | (16,632 | ) | $ | (14,311 | ) | $ | (18,166 | ) | ||||||||
Net loss per share, basic and diluted | $ | (0.20 | ) | $ | (0.17 | ) | $ | (0.21 | ) | $ | (0.21 | ) | $ | (0.30 | ) | $ | (0.31 | ) | $ | (0.27 | ) | $ | (0.34 | ) | ||||||||
Weighted average common shares outstanding, basic and diluted | 50,798 | 51,153 | 51,544 | 52,185 | 52,726 | 53,197 | 53,423 | 53,660 | ||||||||||||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Basis of Consolidation | Basis of Consolidation | ||||||||
The accompanying consolidated financial statements include the accounts of Cornerstone OnDemand, Inc., and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. | |||||||||
Use of Estimates | Use of Estimates | ||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
On an on-going basis, management evaluates its estimates, including among others those related to: (i) the realization of tax assets and estimates of tax liabilities and reserves, (ii) the recognition and disclosure of contingent liabilities, (iii) the collectability of accounts receivable, (iv) the evaluation of revenue recognition criteria, including the determination of standalone value and estimates of the selling price of multiple-deliverables in the Company’s revenue arrangements, (v) fair values of investments in marketable securities and strategic investments carried at fair value, (vi) the fair values of acquired assets and assumed liabilities in business combinations, (vii) the useful lives of property and equipment, capitalized software and intangible assets, (viii) impairment of long-lived assets, including goodwill, (ix) the amount and period of amortization of the commission payments to record to expense in proportion to the revenue that is recognized, (x) assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options, and (xi) assumptions used in the valuation of various types of performance-based awards. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company engages third-party valuation specialists to assist with the allocation of the purchase price in business combinations. Such estimates required the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. | |||||||||
Business Combinations | Business Combinations | ||||||||
The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. | |||||||||
The Company performs valuations of assets acquired and liabilities assumed for an acquisition and allocates the purchase price to its respective net tangible and intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. | |||||||||
Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in the consolidated statement of operations. | |||||||||
Revenue Recognition | Revenue Recognition | ||||||||
The Company derives its revenue from the following sources: | |||||||||
• | Subscriptions to the Company’s solutions—Clients pay subscription fees for access to the Company’s solutions for a specified period of time, typically three years for the Company’s Enterprise and Mid-Market solution or annually or three-year periods for the Company’s Cornerstone for Salesforce and Cornerstone Growth Edition solutions. Fees are based on a number of factors, including the number of users having access to a solution. The Company generally recognizes revenue from subscriptions ratably over the term of the agreement. | ||||||||
• | Consulting services—The Company offers its clients assistance in implementing its solutions and optimizing their use. Consulting services include application configuration, system integration, business process re-engineering, change management, and training services. Services are billed either on a time-and-material or a fixed-fee basis. These services are generally purchased as part of a subscription arrangement. Clients may also purchase consulting services at any other time. Consulting services are performed by the Company directly or by third-party professional service providers the Company engages. Clients may also choose to perform these services themselves or engage their own third-party service providers. The Company generally recognizes revenue from fixed fee consulting services using the proportional performance method over the period the services are performed and as time is incurred for time-and-material arrangements. | ||||||||
• | E-learning content—The Company resells third-party on-line training content, referred to as e-learning content, to its clients. In addition, the Company also hosts other e-learning content provided by its clients. The Company generally recognizes revenue from the resale of e-learning content as it is delivered and recognizes revenue from hosting as the hosting services are provided. | ||||||||
The Company recognizes revenue when: (i) persuasive evidence of an arrangement for the sale of the Company’s solutions or consulting services exists, (ii) the solutions have been made available or delivered, or services have been performed, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The timing and amount the Company recognizes as revenue is determined based on the facts and circumstances of each client arrangement. Evidence of an arrangement consists of a signed client agreement. The Company considers that delivery of a solution has commenced once it provides the client with log-in information to access and use the solution. If non-standard acceptance periods or non-standard performance criteria exist, revenue recognition commences upon the satisfaction of the non-standard acceptance or performance criteria, as applicable. Standard acceptance or performance clauses relate to the Company’s solutions meeting certain perfunctory operating thresholds. Fees are fixed based on stated rates specified in the client agreement. If collectability is not considered reasonably assured, revenue is deferred until the fees are collected. The majority of client arrangements include multiple deliverables, such as subscriptions to the Company’s software solutions and consulting services. The Company therefore recognizes revenue in accordance with the guidance for arrangements with multiple deliverables under Accounting Standards Update (“ASU”) 2009-13 “Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements—a Consensus of the Emerging Issues Task Force,” or ASU 2009-13. As clients do not have the right to the underlying software code for the solutions, the Company’s revenue arrangements are outside the scope of software revenue recognition guidance. The Company’s agreements generally do not contain any cancellation or refund provisions other than in the event of the Company’s default. | |||||||||
For multiple-deliverable revenue arrangements, the Company first assesses whether each deliverable has value to the client on a standalone basis. The Company has determined that the solutions have standalone value, because, once access is given to a client, the solutions are fully functional and do not require any additional development, modification or customization. Consulting services have standalone value because third-party service providers, distributors or clients themselves can perform these services without the Company’s involvement. The consulting services assist clients with the configuration and integration of the Company’s solutions. The performance of these services generally does not require highly specialized or skilled individuals and are not essential to the functionality of the solutions. | |||||||||
Based on the standalone value of the deliverables, and since clients do not have a general right of return relative to the included consulting services, the Company allocates revenue among the separate deliverables in an arrangement under the relative selling price method using the selling price hierarchy established in ASU 2009-13. This hierarchy requires the selling price of each deliverable in a multiple deliverable arrangement to be based on, in descending order: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of fair value (“TPE”) or (iii) management’s best estimate of the selling price (“BESP”). | |||||||||
The Company is generally not able to determine VSOE or TPE for its deliverables, because the deliverables are sold separately and within a sufficiently narrow price range only infrequently, and because management has determined that there are no third-party offerings reasonably comparable to the Company’s solutions. Accordingly, the selling prices of subscriptions to the solutions and consulting services is based on BESP. The determination of BESP requires the Company to make significant estimates and judgments. The Company considers numerous factors, including the nature of the deliverables themselves; the geography, market conditions and competitive landscape for the sale; internal costs; and pricing and discounting practices. The determination of BESP is made through consultation with senior management. The Company updates its estimates of BESP on an ongoing basis as events and as circumstances may require. | |||||||||
After the contract value is allocated to each deliverable in a multiple deliverable arrangement based on the relative selling price method is determined, revenue is recognized for each deliverable based pattern in which the revenue is earned. For subscriptions to the solutions, revenue is recognized on a straight-line basis over the subscription term, which is typically three years. For consulting services, revenue is recognized using the proportional performance method over the period the services are performed. For e-learning content and hosting, revenue is recognized ratably over the period the content is delivered or hosting service is provided. | |||||||||
In a limited number of cases, the client’s intended use of a solution requires enhancements to its underlying features and functionality. In some of these cases, revenue is recognized as one unit of accounting on a straight-line basis from the point at which the enhancements have been made to the solution, through the remaining term of the agreement. In other cases where the enhancement is not required for the client’s intended use, revenue is not recognized as one unit of accounting rather the allocated value of the enhancement is recognized on a straight-line basis once the enhancement has been made. | |||||||||
For arrangements in which the Company resells third-party e-learning training content to clients or hosts client or third-party e-learning training content provided by the client, revenue is recognized in accordance with accounting guidance as to when to report gross revenue as a principal or report net revenue as an agent. The Company recognizes third-party content revenue at the gross amount invoiced to clients when (i) the Company is the primary obligor, (ii) the Company has latitude to establish the price charged, and (iii) the Company bears the credit risk in the transaction. For arrangements involving the sale of third-party content, clients are charged for the content based on pay-per-use or a fixed rate for a specified number of users, and revenue is recognized at the gross amount invoiced as the content is delivered. For arrangements where clients purchase third-party content directly from a third-party vendor, or provide it themselves, and the Company integrates the content into a solution, the Company charges a fee per user or fee based on estimated bandwidth. In such cases, the fees are recognized at the net amount charged by the Company for hosting services as the content is delivered. | |||||||||
The Company records amounts that have been invoiced to its clients in accounts receivable and in either deferred revenue or revenue depending on whether the revenue recognition criteria described above have been met. Deferred revenue that will be recognized during the succeeding twelve month period from the respective balance sheet date is recorded as current deferred revenue and the remaining portion is recorded as noncurrent. | |||||||||
Cost of Revenue | Cost of Revenue | ||||||||
Cost of revenue consists primarily of costs related to hosting the Company’s solutions; personnel and related expenses, including stock-based compensation, and related expenses for network infrastructure, IT support, consulting services and on-going client support staff; payments to external service providers; amortization of capitalized software costs, developed technology and licensing fees; and referral fees. In addition, the Company allocates a portion of overhead, such as rent, IT costs, depreciation and amortization and employee benefits costs, to cost of revenue based on headcount. Costs associated with providing consulting services are recognized as incurred when the services are performed. Out-of-pocket travel costs related to the delivery of professional services are typically reimbursed by the client and are accounted for as both revenue and expense in the period in which the cost is incurred. | |||||||||
Commission Payments | Commission Payments | ||||||||
The Company defers commissions paid to its sales force and related payroll taxes because these amounts are recoverable from the future revenue from the non-cancelable client agreements that gave rise to the commissions. Commissions are deferred on the balance sheet and are recognized as sales and marketing expense over the term of the client agreement in proportion to the revenue that is recognized. Commissions are considered direct and incremental costs to client agreements and were generally paid in the periods the Company received payment from the client under the associated client agreement. Commencing in the fourth quarter of 2012, the Company began paying commissions between 45 to 75 days after execution of the client agreement. | |||||||||
Research & Development | Research & Development | ||||||||
Research and development expenses consist primarily of personnel and related expenses for the Company’s research and development staff, including salaries, benefits, bonuses and stock-based compensation; the cost of certain third-party service providers; and allocated overhead. Research and development expenses, other than software development costs qualifying for capitalization, are expensed as incurred. | |||||||||
Advertising | Advertising | ||||||||
Advertising expenses for 2014, 2013, and 2012, were $3.7 million, $2.0 million, and $0.4 million, respectively, and are expensed as incurred. | |||||||||
Stock-based Compensation | Stock-Based Compensation | ||||||||
The Company accounts for stock-based compensation awards granted to employees and directors by recording compensation expense based on the awards’ estimated fair value. The Company estimates the fair value of its stock options as of the date of grant using the Black-Scholes option-pricing model. The resulting fair value, net of estimated forfeitures, is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period, which is generally four years. The Company recognizes the fair value of stock-based compensation for awards which contain only service conditions on a straight-line basis over the vesting period of the awards. The Company recognizes the fair value of stock-based compensation for awards which contain performance conditions based upon the probability of the performance conditions being met, net of estimated forfeitures, using the graded vesting method. Estimated forfeitures are based upon the Company’s historical experience and the Company revises its estimates, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. | |||||||||
The Black-Scholes option pricing model requires assumptions, estimated volatility, risk-free rate, expected term and estimated dividend yield. The assumptions used in calculating the fair value of stock options represents the Company’s best estimates, based on management judgment. The Company uses the average volatility of similar publicly traded companies as an estimate for estimated volatility. The Company determines the expected term of awards which contain only service conditions using the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award, as the Company does not have sufficient historical data relating to stock-option exercises. For awards granted which contain performance conditions the Company estimates the expected term based on estimates of post-vesting employment termination behavior taking into account the life of the award. The risk-free interest rate for periods within the expected or contractual life of the option, as applicable, is based on the United States Treasury yield curve in effect during the period the options were granted. The estimated dividend yield is zero, as the Company has not declared, and does not currently intend to declare, dividends in the foreseeable future. | |||||||||
The following information represents the weighted average of the assumptions used in the Black-Scholes option-pricing model: | |||||||||
For the Years Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Risk-free interest rate | 1.9 | % | 1.5 | % | 1 | % | |||
Expected term (in years) | 6 | 6 | 5.8 | ||||||
Estimated dividend yield | — | % | — | % | — | % | |||
Estimated volatility | 49.9 | % | 51.5 | % | 53.9 | % | |||
The Company estimates the fair value of its performance-based restricted stock units, which included a market condition performance criteria, using a Monte Carlo simulation model that factors in the probability of the award vesting. For performance-based awards, the fair value is not determined until all of the terms and conditions are established. | |||||||||
Due to the full valuation allowance provided on its net deferred tax assets, the Company has not recorded any tax benefit attributable to stock-based compensation expense as of December 31, 2014 and 2013. | |||||||||
Capitalized Software Costs | Capitalized Software Costs | ||||||||
The Company capitalizes the costs associated with software developed or obtained for internal use, including costs incurred in connection with the development of its solutions, when the preliminary project stage is completed, management has decided to make the project a part of its future offering, and the software will be used to perform the function intended. These capitalized costs include external direct costs of materials and services consumed in developing or obtaining internal-use software, personnel and related expenses for employees who are directly associated with and who devote time to internal-use software projects and, when material, interest costs incurred during the development. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for upgrades and enhancements to the solutions are also capitalized. Post-configuration training and maintenance costs are expensed as incurred. Capitalized software costs are amortized to cost of revenue using the straight-line method over an estimated useful life of the software of three years, commencing when the software is ready for its intended use. The Company does not transfer ownership of, or lease its software to its clients. | |||||||||
Comprehensive Loss | Comprehensive Loss | ||||||||
Comprehensive loss encompasses all changes in equity other than those arising from transactions with stockholders, and consists of net loss, currency translation adjustments and unrealized gains or losses on investments. For the years ended December 31, 2014, 2013 and 2012, accumulated other comprehensive income (loss) comprised a cumulative translation adjustment. For the years ended December 31, 2014 and 2013, accumulated other comprehensive income also included net unrealized gains (losses) on investments. | |||||||||
Income Taxes | Income Taxes | ||||||||
The Company uses the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities, using tax rates expected to be in effect during the years in which the bases differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In determining the need for valuation allowances, the Company considers projected future taxable income and the availability of tax planning strategies. The Company has recorded a full valuation allowance to reduce its United States, United Kingdom, New Zealand, Hong Kong and Brazil net deferred tax assets to zero, as it has determined that it is not more likely than not that these deferred tax assets will be realized. | |||||||||
The Company has assessed its income tax positions and recorded tax benefits for all years subject to examination, based upon its evaluation of the facts, circumstances and information available at each period end. For those tax positions where the Company has determined there is a greater than 50% likelihood that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is determined there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized. | |||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||
The Company considers cash and cash equivalents to include short-term, highly liquid investments that are readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value, including investments with original or remaining maturities from the date of purchase of three months or less. | |||||||||
Investments in Marketable Securities | Investments in Marketable Securities | ||||||||
The Company’s available-for-sale investments in marketable securities are recorded at fair value, with any unrealized gains and losses, net of taxes, reported as a component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. If the Company determines that an other-than-temporary decline has occurred for debt securities that the Company does not then currently intend to sell, the Company recognizes the credit loss component of an other-than-temporary impairment in other income (expense) and the remaining portion in other comprehensive income (loss). The credit loss component is identified as the amount of the present value of cash flows not expected to be received over the remaining term of the security, based on cash flow projections. In determining whether an other-than-temporary impairment exists, the Company considers: (i) the length of time and the extent to which the fair value has been less than cost; (ii) the financial condition and near-term prospects of the issuer of the securities; and (iii) the Company’s intent and ability to retain the security for a period of time sufficient to allow for any anticipated recovery in fair value. The cost of marketable securities sold is determined based on the specific identification method and any realized gains or losses on the sale of investments are reflected as a component of interest income or expense. In addition, the Company classifies marketable securities as current or non-current based upon the maturity dates of the securities. | |||||||||
Restricted Cash | Restricted Cash | ||||||||
Included in current and non-current other assets at December 31, 2014 and 2013 were restricted cash of $0.1 million and $0.2 million, respectively, in relation to a standby letter of credit in British Pounds for a foreign sales arrangement with a customer in the United Kingdom. | |||||||||
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | ||||||||
The Company bases its allowance for doubtful accounts on its historical collection experience and a review in each period of the status of the then-outstanding accounts receivable. | |||||||||
Property and Equipment, Net | Property and Equipment, Net | ||||||||
Property and equipment are recorded at historical cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, generally two to seven years (See Note 7). | |||||||||
The Company leases equipment under capital lease arrangements. The assets and liabilities under capital lease are recorded at the lesser of the present value of aggregate future minimum lease payments, including estimated bargain purchase options, or the fair value of the asset under lease. Assets under capital lease are depreciated using the straight-line method over the lesser of the estimated useful life of the asset or the term of the lease. | |||||||||
Leasehold improvements are depreciated on a straight-line basis over the shorter of their estimated useful lives or lease terms. Repair and maintenance costs are charged to expense as incurred, while renewals and improvements are capitalized. | |||||||||
Impairment of Long Lived Assets | Impairment of Long Lived Assets | ||||||||
The Company evaluates the recoverability of its long-lived assets with finite useful lives, including intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Such triggering events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse change in the extent or manner in which a long-lived asset is being used, a significant adverse change in legal factors or in the business climate, the impact of competition or other factors that could affect the value of a long-lived asset, a significant adverse deterioration in the amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying amount of the asset group, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based upon estimated undiscounted future cash flows. | |||||||||
Intangible Assets | Intangible Assets | ||||||||
Identifiable intangible assets primarily consist of trade names and intellectual property and acquisition-related intangibles, including developed technology, customer relationships, non-compete agreements, trade names and trademarks. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives ranging from two to ten years, generally using the straight line method which approximates the pattern in which the economic benefits are consumed. | |||||||||
Goodwill | Goodwill | ||||||||
Goodwill is not amortized, but instead is required to be tested for impairment annually and under certain circumstances. The Company performs such testing of goodwill in the fourth quarter of each year, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. | |||||||||
As part of the annual impairment test, the Company may conduct an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, it then conducts the first step of a two-step impairment test. The first step of the test for goodwill impairment compares the fair value of the applicable reporting unit with its carrying value. Fair value is determined using a discounted cash flow method and/or prevailing earnings multiples for the reporting unit. The use of discounted cash flows requires the use of various economic, market and business assumptions in developing the reporting unit’s revenue, cost and cash flow forecasts, the useful life over which cash flows will occur, and determination of the reporting unit’s weighted average cost of capital that reflect the Company’s best estimates when performing the annual impairment test. | |||||||||
If the fair value of a reporting unit is less than the reporting unit’s carrying value, the Company performs the second step of the test for impairment of goodwill in which the Company compares the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill. The estimate of implied fair value of goodwill may require valuations of certain internally generated and unrecognized intangible assets and other assets and liabilities. If the carrying value of the goodwill exceeds the calculated implied fair value, the excess amount will be recognized as an impairment loss. Based on the results of the annual impairment test, no impairment of goodwill existed at December 31, 2014. | |||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||
Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last one is considered unobservable: | |||||||||
• | Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities that management has the ability to access at the measurement date. | ||||||||
• | Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | ||||||||
• | Level 3—Unobservable inputs. | ||||||||
Observable inputs are based on market data obtained from independent sources. | |||||||||
Concentration of Risk | Concentration of Risk | ||||||||
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, and accounts receivable. The Company’s cash and cash equivalents are deposited with several financial institutions and, at times, may exceed federally insured limits, as applicable. The Company performs ongoing credit evaluations of its clients. | |||||||||
Foreign Currency Transactions and Translation | Foreign Currency Transactions and Translation | ||||||||
Transactions in foreign currencies are translated into U.S. Dollars at the rates of exchange in effect at the date of the transaction. Transaction (losses) gains were approximately $(1.7) million, $(0.3) million and $0.2 million for the years ended December 31, 2014, 2013 and 2012, respectively, and are included in other, net within other income (expense), net, in the accompanying consolidated statements of operations. | |||||||||
The Company has entities in various countries. For entities where the local currency is different than the functional currency, the local currency financial statements have been remeasured from the local currency into the functional currency using the current exchange rate for monetary accounts and historical exchange rates for nonmonetary accounts, with exchange differences on remeasurement included in other income (loss). To the extent that the functional currency is different than the U.S Dollar, the financial statements have then been translated into U.S. Dollars using period-end exchanges rates for assets and liabilities and average exchanges rates for the results of operations. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income or loss in the consolidated balance sheets. | |||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new accounting standards update that provides principles for recognizing revenue for the transfer of promised goods or services to customers with the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance will be effective for reporting periods beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. | |||||||||
In June 2014, the FASB issued a new accounting standards update amending the accounting guidance for the disclosure requirements of Variable Interest Entities relating to development stage entities. The new standard is effective prospectively for reporting periods beginning after December 15, 2015. The Company early adopted the new guidance in the three months ended June 30, 2014. The adoption of this guidance did not have a significant impact on the Company’s disclosures and the results of operations or financial position. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Schedule of Black-Scholes Option-Pricing Model Assumptions | The following information represents the weighted average of the assumptions used in the Black-Scholes option-pricing model: | |||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Risk-free interest rate | 1.9 | % | 1.5 | % | 1 | % | ||||||
Expected term (in years) | 6 | 6 | 5.8 | |||||||||
Estimated dividend yield | — | % | — | % | — | % | ||||||
Estimated volatility | 49.9 | % | 51.5 | % | 53.9 | % | ||||||
Reconciliation of Beginning and Ending Amount of Allowance for Doubtful Accounts | A reconciliation of the beginning and ending amount of allowance for doubtful accounts for the years ended December 31, 2014, 2013 and 2012, is as follows (in thousands): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Beginning balance, January 1 | $ | 1,021 | $ | 464 | $ | 153 | ||||||
Additions and adjustments | 2,084 | 968 | 358 | |||||||||
Write-offs | (928 | ) | (411 | ) | (47 | ) | ||||||
Ending balance, December 31 | $ | 2,177 | $ | 1,021 | $ | 464 | ||||||
Business_Acquisition_Tables
Business Acquisition (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Allocation of Total Purchase Consideration | The Company’s allocation of the total purchase consideration as of April 5, 2012 is summarized below (in thousands): | |||||||||||
Acquired intangible assets: | ||||||||||||
Developed technology | $ | 3,800 | ||||||||||
Customer relationships | 2,400 | |||||||||||
Non-compete agreements | 610 | |||||||||||
Domains/trademark/tradenames | 320 | |||||||||||
Total acquired intangible assets | 7,130 | |||||||||||
Goodwill | 8,193 | |||||||||||
Other assets (including cash of $76) | 815 | |||||||||||
Current liabilities | (506 | ) | ||||||||||
Deferred revenue | (427 | ) | ||||||||||
Borrowings | (557 | ) | ||||||||||
Net deferred tax liabilities | (1,809 | ) | ||||||||||
Net Assets Acquired | $ | 12,839 | ||||||||||
The Company’s allocation of the total purchase consideration as of November 3, 2014 is summarized below (in thousands): | ||||||||||||
Cash and cash equivalents | $ | 107 | ||||||||||
Account receivables | 979 | |||||||||||
Prepaid expenses and other current assets | 194 | |||||||||||
Property and equipment | 77 | |||||||||||
Intangibles - Developed technology | 26,184 | |||||||||||
Goodwill | 17,701 | |||||||||||
Total assets acquired | 45,242 | |||||||||||
Accounts payable | 712 | |||||||||||
Accrued expenses | 619 | |||||||||||
Deferred revenue | 477 | |||||||||||
Total liabilities assumed | 1,808 | |||||||||||
Total purchase price | $ | 43,434 | ||||||||||
Unaudited Pro Forma Financial Information | The following table reflects the unaudited pro forma consolidated results of operations as if the Sonar acquisition had taken place on January 1, 2011, after giving effect to certain adjustments including the amortization of acquired intangible assets and the associated tax effect and the elimination of the Company’s and Sonar’s non-recurring acquisition-related expenses (in thousands): | |||||||||||
For the Years Ended | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Actual | Actual | Pro Forma | ||||||||||
Revenue | $ | 263,568 | $ | 185,129 | $ | 118,917 | ||||||
Net loss | $ | (64,899 | ) | $ | (40,426 | ) | $ | (31,072 | ) | |||
The following table reflects the unaudited pro forma consolidated results of operations as if the Evolv acquisition had taken place on January 1, 2013, after giving effect to certain adjustments including the amortization of acquired intangible assets and the elimination of the Company’s and Evolv’s non-recurring acquisition-related expenses (in thousands): | ||||||||||||
For the Years Ended | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Pro Forma | Pro Forma | |||||||||||
Revenue | $ | 268,771 | $ | 190,551 | ||||||||
Net loss | $ | (85,521 | ) | $ | (64,474 | ) |
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Basic and Diluted Loss Per Share Attributable to Common Stockholders | The following table presents the basic and diluted loss per share (in thousands, except per share amounts): | |||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net loss | $ | (64,899 | ) | $ | (40,426 | ) | $ | (31,390 | ) | |||
Weighted-average shares of common stock outstanding | 53,267 | 51,427 | 49,929 | |||||||||
Net loss per share — basic and diluted | $ | (1.22 | ) | $ | (0.79 | ) | $ | (0.63 | ) | |||
Anti-Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share | The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share (in thousands): | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Options to purchase common stock and restricted stock units | 8,554 | 7,730 | 7,331 | |||||||||
Convertible notes | 4,682 | 4,682 | — | |||||||||
Common stock warrants | 4,682 | 4,682 | — | |||||||||
Shares issued for purchase consideration held in escrow | — | — | 16 | |||||||||
Common stock subject to repurchase right | — | — | 10 | |||||||||
Other restricted common stock | — | 12 | 31 | |||||||||
Total shares excluded from net loss per share | 17,918 | 17,106 | 7,388 | |||||||||
Investments_Tables
Investments (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||
Marketable Securities | The following is a summary of investments in marketable securities, including cash equivalents, as of December 31, 2014 and 2013 (in thousands): | |||||||||||||||
31-Dec-14 | ||||||||||||||||
Amortized Cost Basis | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||
Money market funds | $ | 90,569 | $ | — | $ | — | $ | 90,569 | ||||||||
Corporate bonds | 43,031 | — | (42 | ) | 42,989 | |||||||||||
Agency bonds | 64,210 | 1 | (15 | ) | 64,196 | |||||||||||
U.S. treasury securities | 12,000 | — | (1 | ) | 11,999 | |||||||||||
$ | 209,810 | $ | 1 | $ | (58 | ) | $ | 209,753 | ||||||||
31-Dec-13 | ||||||||||||||||
Amortized Cost Basis | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||
Money market funds | $ | 65,700 | $ | — | $ | — | $ | 65,700 | ||||||||
Corporate bonds | 78,488 | 121 | — | 78,609 | ||||||||||||
Agency bonds | 121,307 | 14 | (5 | ) | 121,316 | |||||||||||
$ | 265,495 | $ | 135 | $ | (5 | ) | $ | 265,625 | ||||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Gross Carrying Value and Accumulated Amortization of Finite-Lived Intangible Assets | The following table presents the gross carrying amount and accumulated amortization of finite-lived intangible assets as of December 31, 2014 and 2013 (in thousands): | |||||||||||||||||||||||
December 31, 2014 | 31-Dec-13 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
Developed technology | $ | 29,984 | $ | (4,054 | ) | $ | 25,930 | $ | 3,800 | $ | (1,649 | ) | $ | 2,151 | ||||||||||
Customer relationships | 2,400 | (1,642 | ) | 758 | 2,400 | (1,042 | ) | 1,358 | ||||||||||||||||
Domains/trademarks/tradenames | 320 | (320 | ) | — | 320 | (278 | ) | 42 | ||||||||||||||||
Software license rights | 1,654 | (1,060 | ) | 594 | 1,654 | (759 | ) | 895 | ||||||||||||||||
Non-compete agreements | 610 | (610 | ) | — | 610 | (424 | ) | 186 | ||||||||||||||||
Total | $ | 34,968 | $ | (7,686 | ) | $ | 27,282 | $ | 8,784 | $ | (4,152 | ) | $ | 4,632 | ||||||||||
Estimated Amortization Expense for Finite-Lived Intangible Assets | The following table presents the Company’s estimate of remaining amortization expense for each of the five succeeding fiscal years for finite-lived intangible assets that existed at December 31, 2014 (in thousands): | |||||||||||||||||||||||
2015 | $ | 10,568 | ||||||||||||||||||||||
2016 | 9,282 | |||||||||||||||||||||||
2017 | 7,419 | |||||||||||||||||||||||
2018 | 10 | |||||||||||||||||||||||
2019 | 3 | |||||||||||||||||||||||
Total | $ | 27,282 | ||||||||||||||||||||||
Changes in Carrying Amount of Goodwill | The following table presents the changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 (in thousands): | |||||||||||||||||||||||
Goodwill as of December 31, 2012 | $ | 8,193 | ||||||||||||||||||||||
Adjustments | — | |||||||||||||||||||||||
Goodwill as of December 31, 2013 | $ | 8,193 | ||||||||||||||||||||||
Goodwill from Evolv acquisition | 17,701 | |||||||||||||||||||||||
Goodwill as of December 31, 2014 | $ | 25,894 | ||||||||||||||||||||||
Other_Balance_Sheet_Amounts_Ta
Other Balance Sheet Amounts (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Balance Sheet Related Disclosures [Abstract] | ||||||||||
Schedule of Property and Equipment, Net | The balance of property and equipment, net is as follows (in thousands): | |||||||||
Useful Life | December 31, | |||||||||
2014 | 2013 | |||||||||
Computer equipment and software | 2 – 5 years | $ | 22,352 | $ | 15,768 | |||||
Furniture and fixtures | 7 years | 2,910 | 2,265 | |||||||
Leasehold improvements | 2 – 6 years | 8,453 | 4,190 | |||||||
Renovation in progress | n/a | 703 | 954 | |||||||
34,418 | 23,177 | |||||||||
Less: accumulated depreciation and amortization | (12,994 | ) | (8,741 | ) | ||||||
Total property and equipment, net | $ | 21,424 | $ | 14,436 | ||||||
Schedule of Accrued Expenses | The balance of accrued expenses is as follows (in thousands): | |||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
Accrued bonuses | $ | 7,811 | $ | 6,860 | ||||||
Accrued commissions | 10,088 | 7,246 | ||||||||
Other accrued expenses | 11,577 | 8,182 | ||||||||
Total accrued expenses | $ | 29,476 | $ | 22,288 | ||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Assets and liabilities measured at fair value on a recurring basis include the following as of December 31, 2014 and 2013 (in thousands): | |||||||||||||||||||||||||||||||
December 31, 2014 | 31-Dec-13 | |||||||||||||||||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Cash equivalents | $ | 90,569 | $ | 90,569 | $ | — | $ | — | $ | 65,700 | $ | 65,700 | $ | — | $ | — | ||||||||||||||||
Corporate bonds | 42,989 | — | 42,989 | — | 78,609 | — | 78,609 | — | ||||||||||||||||||||||||
Agency bonds | 64,196 | — | 64,196 | — | 121,316 | — | 121,316 | — | ||||||||||||||||||||||||
U.S. treasury securities | 11,999 | — | 11,999 | — | — | — | — | — | ||||||||||||||||||||||||
Strategic investments | 500 | — | — | 500 | — | — | — | — | ||||||||||||||||||||||||
$ | 210,253 | $ | 90,569 | $ | 119,184 | $ | 500 | $ | 265,625 | $ | 65,700 | $ | 199,925 | $ | — | |||||||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table presents a reconciliation of the investment in debt securities measured at fair value using significant unobservable inputs (Level 3) as of December 31, 2014 (in thousands): | |||||||||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | — | ||||||||||||||||||||||||||||||
Additions | 500 | |||||||||||||||||||||||||||||||
Balance as of December 31, 2014 | $ | 500 | ||||||||||||||||||||||||||||||
Debt_and_Other_Financing_Arran1
Debt and Other Financing Arrangements (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Convertible Debt | The net carrying amount of the liability component of the Notes as of December 31, 2014 consists of the following (in thousands): | |||||||
Principal amount | $ | 253,000 | ||||||
Unamortized debt discount | (27,906 | ) | ||||||
Net carrying value | $ | 225,094 | ||||||
Schedule of Debt Cost and Interest Expense Recognized | The following table presents the interest expense recognized related to the Notes for year ended December 31, 2014 and 2013 (in thousands): | |||||||
Year Ended December 31, | Year Ended December 31, | |||||||
2014 | 2013 | |||||||
Contractual interest expense at 1.5% per annum | $ | 3,795 | $ | 2,045 | ||||
Amortization of debt issuance costs | 1,145 | 591 | ||||||
Accretion of debt discount | 7,129 | 3,681 | ||||||
Total | $ | 12,069 | $ | 6,317 | ||||
Maturities of Outstanding Borrowings | Maturities of outstanding borrowings under the other debt arrangements as of December 31, 2014 were as follows for each year ending December (in thousands): | |||||||
2015 | $ | 351 | ||||||
Total current debt | $ | 351 | ||||||
STOCKBASED_AWARDS_Tables
STOCK-BASED AWARDS (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Summary of stock option activity | The following table summarizes the stock option activity which contain only service conditions, under the Company’s 1999, 2009 and 2010 Plans (in thousands, except per share and term information): | ||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||
Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | |||||||||||
Price | Contractual | ||||||||||||
Term | |||||||||||||
Outstanding, December 31, 2013 | 7,127 | $ | 23.07 | 8.1 | $ | 215,549 | |||||||
Granted | 2,209 | 44.16 | |||||||||||
Exercised | (1,141 | ) | 10.63 | ||||||||||
Forfeited | (449 | ) | 38.23 | ||||||||||
Outstanding, December 31, 2014 | 7,746 | 30.04 | 7.8 | 77,498 | |||||||||
Exercisable at December 31, 2014 | 3,855 | 19.38 | 6.8 | 67,749 | |||||||||
Vested and expected to vest at December 31, 2014 | 7,602 | $ | 29.84 | 7.8 | $ | 77,208 | |||||||
Schedule of stock options outstanding and exercisable by range of exercise prices | The following table summarizes information about stock options, which contain only service conditions, under the Company’s equity incentive plans at December 31, 2014 (in thousands except term information): | ||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||
at December 31, 2014 | at December 31, 2014 | ||||||||||||
Number of Options | Weighted | Number of Options | Weighted | ||||||||||
Average | Average | ||||||||||||
Remaining | Remaining | ||||||||||||
Contractual | Contractual | ||||||||||||
Term (in | Term (in | ||||||||||||
years) | years) | ||||||||||||
Range of Exercise Prices | |||||||||||||
$0.34 to $1.65 | 424 | 4.6 | 424 | 4.6 | |||||||||
$5.93 to $8.88 | 953 | 5.9 | 951 | 5.9 | |||||||||
$12.54 to $15.41 | 497 | 6.7 | 374 | 6.7 | |||||||||
$16.24 to $18.82 | 596 | 7 | 499 | 7 | |||||||||
$20.85 to $23.94 | 855 | 7.4 | 595 | 7.4 | |||||||||
$27.55 to $31.44 | 411 | 8.3 | 231 | 7.8 | |||||||||
$32.92 to $36.15 | 658 | 8.5 | 216 | 8.2 | |||||||||
$38.03 to $45.76 | 1,526 | 9 | 315 | 8.5 | |||||||||
$46.20 to $56.05 | 1,826 | 9.1 | 250 | 8.7 | |||||||||
7,746 | 7.8 | 3,855 | 6.8 | ||||||||||
Schedule of restricted stock unit activity | Restricted stock unit activity for the year ended December 31, 2014 under the Company’s equity incentive plans is summarized as follows (shares in thousands): | ||||||||||||
Number of Shares | Weighted | ||||||||||||
Average Grant Date | |||||||||||||
Fair Value | |||||||||||||
Nonvested shares subject to restricted stock units outstanding at December 31, 2013 | 382 | $ | 27.81 | ||||||||||
Granted | 548 | 37.05 | |||||||||||
Forfeited | (17 | ) | 36.47 | ||||||||||
Vested | (202 | ) | 20.05 | ||||||||||
Nonvested shares subject to restricted stock units outstanding at December 31, 2014 | 711 | $ | 36.91 | ||||||||||
Stock-based compensation expense related to stock options, restricted stock units and restricted stock awards | Stock-based compensation expense related to stock options, restricted stock units, restricted stock awards and performance-based restricted stock units is included in the following line items in the accompanying Consolidated Statement of Operations for the years ended December 31, 2014, 2013, and 2012 (in thousands): | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cost of revenue | $ | 2,669 | $ | 2,207 | $ | 1,660 | |||||||
Sales and marketing | 18,364 | 9,866 | 3,982 | ||||||||||
Research and development | 3,551 | 2,052 | 949 | ||||||||||
General and administrative | 9,096 | 6,715 | 5,616 | ||||||||||
Total | $ | 33,680 | $ | 20,840 | $ | 12,207 | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income before Income Tax, Domestic and Foreign | The components of the Company’s loss before provision (benefit) for income taxes are as follows (in thousands): | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
United States | $ | (59,249 | ) | $ | (36,821 | ) | $ | (20,173 | ) | |||
Foreign | (4,795 | ) | (3,733 | ) | (12,006 | ) | ||||||
Loss before provision for income taxes | $ | (64,044 | ) | $ | (40,554 | ) | $ | (32,179 | ) | |||
Components of Income Tax Expense (Benefit) | The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands): | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current income tax provision: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 40 | 117 | — | |||||||||
Foreign | 822 | 620 | 176 | |||||||||
Total current income tax provision | 862 | 737 | 176 | |||||||||
Deferred income tax benefit: | ||||||||||||
Federal | — | — | — | |||||||||
State | — | — | — | |||||||||
Foreign | (7 | ) | (865 | ) | (965 | ) | ||||||
Total deferred income tax benefit | (7 | ) | (865 | ) | (965 | ) | ||||||
Total income tax provision (benefit) | $ | 855 | $ | (128 | ) | $ | (789 | ) | ||||
Effective Income Tax Rate Reconciliation | The differences in the total provision for income taxes that would result from applying the 34% federal statutory rate to loss before provision for income taxes and the reported provision for income taxes are as follows (in thousands): | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
U.S. Federal tax benefit at statutory rates | $ | (21,795 | ) | $ | (13,784 | ) | $ | (10,941 | ) | |||
State income taxes, net of federal tax benefit | (2,013 | ) | (415 | ) | (60 | ) | ||||||
Foreign rate differential | 734 | 1,354 | 1,008 | |||||||||
Stock based compensation | 4,121 | 2,039 | 1,360 | |||||||||
Other permanent differences | 941 | 410 | 654 | |||||||||
Other | (82 | ) | 76 | (194 | ) | |||||||
Valuation allowance | 18,949 | 10,192 | 7,384 | |||||||||
Total income tax (benefit) provision | $ | 855 | $ | (128 | ) | $ | (789 | ) | ||||
Deferred Tax Assets and Liabilities | Major components of the Company’s deferred tax assets (liabilities) at December 31, 2014 and 2013 are as follows (in thousands): | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Accrued expenses | $ | 1,795 | $ | 2,029 | ||||||||
Long-lived intangible assets and fixed assets — basis difference | 585 | 5,710 | ||||||||||
Net operating loss carryforwards | 63,438 | 33,823 | ||||||||||
Stock-based compensation | 8,630 | 4,818 | ||||||||||
Deferred revenue | 1,532 | 1,905 | ||||||||||
Convertible note hedge | 13,913 | 16,705 | ||||||||||
Other | 715 | 452 | ||||||||||
Total deferred tax assets | 90,608 | 65,442 | ||||||||||
Valuation allowance | (73,906 | ) | (48,558 | ) | ||||||||
Deferred tax assets, net of valuation allowance | 16,702 | 16,884 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Prepaid expenses and deferred commissions | (5,940 | ) | (3,613 | ) | ||||||||
Convertible note discount | (10,511 | ) | (13,028 | ) | ||||||||
Other | (121 | ) | (120 | ) | ||||||||
Total deferred tax liabilities | (16,572 | ) | (16,761 | ) | ||||||||
Net deferred tax assets (liabilities) | $ | 130 | $ | 123 | ||||||||
Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2014, 2013, and 2012 is as follows (in thousands): | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance at January 1 | $ | 276 | $ | 276 | $ | 276 | ||||||
Additions for tax positions related to the current year | — | — | — | |||||||||
Balance at December 31 | $ | 276 | $ | 276 | $ | 276 | ||||||
Geographic_Information_Tables
Geographic Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Property and equipment by region is set forth below (in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Property and equipment, net | |||||||||||||
United States | $ | 16,990 | $ | 10,455 | |||||||||
United Kingdom | 2,802 | 3,185 | |||||||||||
All other countries | 1,632 | 796 | |||||||||||
Total property and equipment, net | $ | 21,424 | $ | 14,436 | |||||||||
Revenue by geographic region, as determined based on the location of the Company’s clients is set forth below (in thousands): | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenue | |||||||||||||
United States | $ | 180,834 | $ | 128,983 | $ | 81,837 | |||||||
United Kingdom | 28,938 | 19,448 | 12,930 | ||||||||||
All other countries | 53,796 | 36,698 | 23,147 | ||||||||||
Total revenue | $ | 263,568 | $ | 185,129 | $ | 117,914 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||
Future Minimum Lease Payments under Non-cancelable Operating and Capital Leases | Future minimum lease payments under non-cancelable operating and capital leases at December 31, 2014 are as follows (in thousands): | |||||||
Operating Leases | Capital Leases | |||||||
2015 | $ | 5,852 | $ | 239 | ||||
2016 | 7,233 | — | ||||||
2017 | 7,046 | — | ||||||
2018 | 7,215 | — | ||||||
2019 | 581 | — | ||||||
Total minimum lease payments | $ | 27,927 | 239 | |||||
Less: Amounts representing interest | (3 | ) | ||||||
Present value of capital lease obligations | 236 | |||||||
Less: Current portion | (236 | ) | ||||||
Long-term portion of capital lease obligations | $ | — | ||||||
Selected_Quarterly_Data_Unaudi1
Selected Quarterly Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Schedule of Quarterly Consolidated Statements of Operations | The following unaudited quarterly consolidated statements of operations for each of the quarters in the years ended December 31, 2014 and 2013 have been prepared on a basis consistent with the Company’s audited annual financial statements and include, in the opinion of management, all normal recurring adjustments necessary for the fair statement of the financial information contained in these statements. | |||||||||||||||||||||||||||||||
Quarter Ended | ||||||||||||||||||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||||||||||||||||||
Mar. 31, | June 30, | Sept. 30, | Dec. 31, | Mar. 31, | June 30, | Sept. 30, | Dec. 31, | |||||||||||||||||||||||||
2013 | 2013 | 2013 | 2013 | 2014 | 2014 | 2014 | 2014 | |||||||||||||||||||||||||
Revenue | $ | 37,657 | $ | 44,346 | $ | 48,270 | $ | 54,856 | $ | 57,409 | $ | 61,468 | $ | 68,318 | $ | 76,373 | ||||||||||||||||
Cost of revenue | 11,252 | 13,164 | 13,644 | 15,488 | 17,404 | 17,409 | 19,374 | 23,497 | ||||||||||||||||||||||||
Gross profit | 26,405 | 31,182 | 34,626 | 39,368 | 40,005 | 44,059 | 48,944 | 52,876 | ||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Sales and marketing | 23,010 | 26,274 | 28,601 | 31,852 | 35,139 | 39,608 | 41,512 | 46,293 | ||||||||||||||||||||||||
Research and development | 4,419 | 5,232 | 5,716 | 5,893 | 6,883 | 6,900 | 7,552 | 9,283 | ||||||||||||||||||||||||
General and administrative | 8,566 | 7,530 | 8,261 | 9,215 | 10,454 | 10,455 | 9,576 | 11,317 | ||||||||||||||||||||||||
Amortization of certain acquired intangible assets | 251 | 251 | 251 | 251 | 251 | 213 | 211 | 153 | ||||||||||||||||||||||||
Total operating expenses | 36,246 | 39,287 | 42,829 | 47,211 | 52,727 | 57,176 | 58,851 | 67,046 | ||||||||||||||||||||||||
Loss from operations | (9,841 | ) | (8,105 | ) | (8,203 | ) | (7,843 | ) | (12,722 | ) | (13,117 | ) | (9,907 | ) | (14,170 | ) | ||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||||||||||
Interest income (expense) and other income (expense), net | (92 | ) | (714 | ) | (2,747 | ) | (3,009 | ) | (2,915 | ) | (3,315 | ) | (4,226 | ) | (3,672 | ) | ||||||||||||||||
Loss before income tax (provision) benefit | (9,933 | ) | (8,819 | ) | (10,950 | ) | (10,852 | ) | (15,637 | ) | (16,432 | ) | (14,133 | ) | (17,842 | ) | ||||||||||||||||
Income tax (provision) benefit | (1 | ) | 136 | (104 | ) | 97 | (153 | ) | (200 | ) | (178 | ) | (324 | ) | ||||||||||||||||||
Net loss | $ | (9,934 | ) | $ | (8,683 | ) | $ | (11,054 | ) | $ | (10,755 | ) | $ | (15,790 | ) | $ | (16,632 | ) | $ | (14,311 | ) | $ | (18,166 | ) | ||||||||
Net loss per share, basic and diluted | $ | (0.20 | ) | $ | (0.17 | ) | $ | (0.21 | ) | $ | (0.21 | ) | $ | (0.30 | ) | $ | (0.31 | ) | $ | (0.27 | ) | $ | (0.34 | ) | ||||||||
Weighted average common shares outstanding, basic and diluted | 50,798 | 51,153 | 51,544 | 52,185 | 52,726 | 53,197 | 53,423 | 53,660 | ||||||||||||||||||||||||
Organization_Details
Organization (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Date of incorporation | 24-May-99 |
State of incorporation | Delaware |
Principal operation beginning date | 1999-11 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | |
Accounting for Commission Payments | ||||||||||||
Commissions deferred during the period | $31,700,000 | $22,800,000 | $16,100,000 | |||||||||
Deferred commissions | 26,236,000 | 16,634,000 | 26,236,000 | 16,634,000 | ||||||||
Research and development | 9,283,000 | 7,552,000 | 6,900,000 | 6,883,000 | 5,893,000 | 5,716,000 | 5,232,000 | 4,419,000 | 30,618,000 | 21,260,000 | 14,886,000 | |
Advertising expense | 3,700,000 | 2,000,000 | 400,000 | |||||||||
Stock Based Compensation - Black-Scholes Option-Pricing Model Assumptions: | ||||||||||||
Risk-free interest rate | 1.90% | 1.50% | 1.00% | |||||||||
Expected term | 6 years 0 months 15 days | 6 years 0 months 11 days | 5 years 10 months 2 days | |||||||||
Estimated dividend yield | 0.00% | 0.00% | 0.00% | |||||||||
Estimated volatility | 49.90% | 51.50% | 53.90% | |||||||||
Capitalized Software Costs | ||||||||||||
Capitalized software costs, estimated useful life | 3 years | |||||||||||
Capitalized software costs, amount capitalized during the period | 11,400,000 | 7,900,000 | 5,700,000 | |||||||||
Amortization of capitalized software costs | 6,300,000 | 4,300,000 | 2,800,000 | |||||||||
Capitalized software costs, estimated amortization expense in 2015 | 7,400,000 | 7,400,000 | ||||||||||
Capitalized software costs, estimated amortization expense in 2016 | 5,600,000 | 5,600,000 | ||||||||||
Capitalized software costs, estimated amortization expense in 2017 | 2,600,000 | 2,600,000 | ||||||||||
Capitalized software costs, estimated amortization expense in 2018 | 200,000 | 200,000 | ||||||||||
Cash and Cash Equivalents | ||||||||||||
Cash balances | 76,000,000 | 43,900,000 | 76,000,000 | 43,900,000 | ||||||||
Money market funds backed by U.S. Treasury Bills | 90,600,000 | 65,700,000 | 90,600,000 | 65,700,000 | ||||||||
Marketable Securities | 119,184,000 | 199,900,000 | 119,184,000 | 199,900,000 | ||||||||
Restricted cash | 100,000 | 200,000 | 100,000 | 200,000 | ||||||||
Allowance for Doubtful Accounts - Reconciliation: | ||||||||||||
Beginning balance, January 1 | 1,021,000 | 464,000 | 1,021,000 | 464,000 | 153,000 | |||||||
Additions and adjustments | 2,084,000 | 968,000 | 358,000 | |||||||||
Write-offs | -928,000 | -411,000 | -47,000 | |||||||||
Ending balance, December 31 | 2,177,000 | 1,021,000 | 2,177,000 | 1,021,000 | 464,000 | 464,000 | ||||||
Impairment of Long Lived Assets | ||||||||||||
Impairment charges related to identified intangible assets | 0 | 0 | ||||||||||
Intangible Assets | ||||||||||||
Goodwill, Impairment Loss | 0 | |||||||||||
Tax benefit from share based compensation | 0 | 0 | ||||||||||
Minimum | ||||||||||||
Accounting for Commission Payments | ||||||||||||
Commission payment period | 45 days | |||||||||||
Intangible Assets | ||||||||||||
Identified intangible assets amortization period | 2 years | |||||||||||
Maximum | ||||||||||||
Accounting for Commission Payments | ||||||||||||
Commission payment period | 75 days | |||||||||||
Intangible Assets | ||||||||||||
Identified intangible assets amortization period | 10 years | |||||||||||
General and administrative | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Acquisition related costs | 1,300,000 | 0 | 700,000 | |||||||||
Sales and marketing | ||||||||||||
Accounting for Commission Payments | ||||||||||||
Amortization of deferred commissions | 22,100,000 | 15,500,000 | 10,300,000 | |||||||||
Other income (expense), net | ||||||||||||
Intangible Assets | ||||||||||||
Foreign currency transactions and translation | -1,700,000 | -300,000 | 200,000 | |||||||||
Revenue | Customer concentration risk | ||||||||||||
Intangible Assets | ||||||||||||
Number of major customers | 0 | 0 | 0 | |||||||||
Concentration Risk, Percentage | 10.00% | 10.00% | 10.00% | |||||||||
Accounts receivable | Customer concentration risk | ||||||||||||
Intangible Assets | ||||||||||||
Number of major customers | 0 | 0 | ||||||||||
Concentration Risk, Percentage | 10.00% | 10.00% | ||||||||||
Debt Securities | ||||||||||||
Cash and Cash Equivalents | ||||||||||||
Strategic Investments | 500,000 | 500,000 | 500,000 | |||||||||
Equity Securities | ||||||||||||
Cash and Cash Equivalents | ||||||||||||
Strategic Investments | $400,000 | $400,000 | $400,000 |
Business_Acquisition_Additiona
Business Acquisition - Additional Information (Details) (USD $) | 0 Months Ended | |
Nov. 03, 2014 | Apr. 05, 2012 | |
Employee | ||
Evoly Inc. | ||
Business Acquisition [Line Items] | ||
Total consideration paid | $43,434,000 | |
Evoly Inc. | Developed technology | ||
Business Acquisition [Line Items] | ||
Identified intangible assets amortization period | 3 years | |
Sonar Limited | ||
Business Acquisition [Line Items] | ||
Fair value of common stock issued for business acquisition | 300,000 | |
Business acquisition, cash paid | 12,500,000 | |
Cash consideration and shares issued placed in escrow | $1,800,000 | |
Reasons for business acquisition, size of target client by number of employees | 400 | |
Identified intangible assets combined weighted average useful life | 3 years 9 months 18 days | |
Sonar Limited | Developed technology | ||
Business Acquisition [Line Items] | ||
Identified intangible assets amortization period | 4 years | |
Sonar Limited | Customer relationships | ||
Business Acquisition [Line Items] | ||
Identified intangible assets amortization period | 4 years | |
Sonar Limited | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Identified intangible assets amortization period | 2 years 6 months | |
Sonar Limited | Domains/trademarks/tradenames | ||
Business Acquisition [Line Items] | ||
Identified intangible assets amortization period | 2 years | |
Sonar Limited | Common Stock | ||
Business Acquisition [Line Items] | ||
Common stock issued for business acquisition (in shares) | 15,530 |
Business_Acquisition_Allocatio
Business Acquisition - Allocation of Total Purchase Consideration (Details) (USD $) | 0 Months Ended | ||||
In Thousands, unless otherwise specified | Nov. 03, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 05, 2012 |
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $76 | ||||
Goodwill | 25,894 | 8,193 | 8,193 | ||
Evoly Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | 107 | ||||
Account receivables | 979 | ||||
Prepaid expenses and other current assets | 194 | ||||
Property and equipment | 77 | ||||
Intangibles - Developed technology | 26,184 | ||||
Goodwill | 17,701 | ||||
Total assets acquired | 45,242 | ||||
Accounts payable | 712 | ||||
Accrued expenses | 619 | ||||
Deferred revenue | -477 | ||||
Total liabilities assumed | 1,808 | ||||
Total purchase price | 43,434 | ||||
Sonar Limited | |||||
Business Acquisition [Line Items] | |||||
Intangibles - Developed technology | 7,130 | ||||
Goodwill | 8,193 | ||||
Other assets (including cash of $76) | 815 | ||||
Current liabilities | -506 | ||||
Deferred revenue | -427 | ||||
Borrowings | -557 | ||||
Net deferred tax liabilities | -1,809 | ||||
Net Assets Acquired | 12,839 | ||||
Sonar Limited | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Intangibles - Developed technology | 3,800 | ||||
Sonar Limited | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Intangibles - Developed technology | 2,400 | ||||
Sonar Limited | Non-compete agreements | |||||
Business Acquisition [Line Items] | |||||
Intangibles - Developed technology | 610 | ||||
Sonar Limited | Domains/trademarks/tradenames | |||||
Business Acquisition [Line Items] | |||||
Intangibles - Developed technology | $320 |
Business_Acquisition_Unaudited
Business Acquisition - Unaudited Pro forma Financial Information (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Evoly Inc. | ||||
Business Acquisition [Line Items] | ||||
Revenue | $268,771 | $190,551 | ||
Net loss | -85,521 | -64,474 | ||
Sonar Limited | ||||
Business Acquisition [Line Items] | ||||
Revenue | 263,568 | 185,129 | 118,917 | |
Net loss | ($64,899) | ($40,426) | ($31,072) |
Net_Loss_Per_Share_Basic_and_D
Net Loss Per Share - Basic and Diluted Loss Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | |||||||||||
Net loss | ($64,899) | ($40,426) | ($31,390) | ||||||||
Weighted average common shares outstanding, basic and diluted (shares) | 53,660 | 53,423 | 53,197 | 52,726 | 52,185 | 51,544 | 51,153 | 50,798 | 53,267 | 51,427 | 49,929 |
Net loss per share — basic and diluted (USD per share) | ($0.34) | ($0.27) | ($0.31) | ($0.30) | ($0.21) | ($0.21) | ($0.17) | ($0.20) | ($1.22) | ($0.79) | ($0.63) |
Net_Loss_Per_Share_Antidilutiv
Net Loss Per Share - Anti-dilutive Shares Excluded From Calculation of Diluted Net Loss Per Share (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from net loss per share attributable to common stockholders | 17,918 | 17,106 | 7,388 |
Options to purchase common stock and restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from net loss per share attributable to common stockholders | 8,554 | 7,730 | 7,331 |
Convertible Debt | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from net loss per share attributable to common stockholders | 4,682 | 4,682 | 0 |
Warrants | Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from net loss per share attributable to common stockholders | 4,682 | 4,682 | 0 |
Shares issued for purchase consideration held in escrow | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from net loss per share attributable to common stockholders | 0 | 0 | 16 |
Common Stock Repurchase Program | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from net loss per share attributable to common stockholders | 0 | 0 | 10 |
Other restricted common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from net loss per share attributable to common stockholders | 0 | 12 | 31 |
Investments_Details
Investments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | $209,810 | $265,495 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 1 | 135 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | -58 | -5 |
Available-for-sale Securities | 209,753 | 265,625 |
Money Market Funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 90,569 | 65,700 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 0 | 0 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | 0 | 0 |
Available-for-sale Securities | 90,569 | 65,700 |
Corporate Bond Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 43,031 | 78,488 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 0 | 121 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | -42 | 0 |
Available-for-sale Securities | 42,989 | 78,609 |
Agency Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 64,210 | 121,307 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 1 | 14 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | -15 | -5 |
Available-for-sale Securities | 64,196 | 121,316 |
US Treasury Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 12,000 | |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 0 | |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | -1 | |
Available-for-sale Securities | $11,999 |
Investments_Narrative_Details
Investments - Narrative (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 |
security | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Investments, Weighted Average Maturity | 0 years 8 months | |
Securities in loss position greater than 1 year | 0 | |
Debt Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Strategic Investments | 500 | 500 |
Equity Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Strategic Investments | 400 | 400 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Finite-lived Intangibles (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $34,968 | $8,784 |
Accumulated Amortization | -7,686 | -4,152 |
Net Carrying Amount | 27,282 | 4,632 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 29,984 | 3,800 |
Accumulated Amortization | -4,054 | -1,649 |
Net Carrying Amount | 25,930 | 2,151 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,400 | 2,400 |
Accumulated Amortization | -1,642 | -1,042 |
Net Carrying Amount | 758 | 1,358 |
Domains/trademarks/tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 320 | 320 |
Accumulated Amortization | -320 | -278 |
Net Carrying Amount | 0 | 42 |
Software license rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,654 | 1,654 |
Accumulated Amortization | -1,060 | -759 |
Net Carrying Amount | 594 | 895 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 610 | 610 |
Accumulated Amortization | -610 | -424 |
Net Carrying Amount | $0 | $186 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Estimated Amortization Expense for Finite-Lived Intangible Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2015 | $10,568 | |
2016 | 9,282 | |
2017 | 7,419 | |
2018 | 10 | |
2019 | 3 | |
Net Carrying Amount | $27,282 | $4,632 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Goodwill (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Changes in Carrying Amount of Goodwill | ||
Beginning of Period | $8,193 | $8,193 |
Goodwill acquired | 17,701 | 0 |
Ending of Period | $25,894 | $8,193 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets - Narrative (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Nov. 03, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | ||||
2015 | $10,568,000 | |||
2016 | 9,282,000 | |||
2017 | 7,419,000 | |||
2018 | 10,000 | |||
2019 | 3,000 | |||
Sonar Limited | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible Assets Gross Additions | 26,200,000 | |||
Finite-lived intangible assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | 3,500,000 | 2,300,000 | 1,700,000 | |
Cost of revenue | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | 2,700,000 | 1,300,000 | 1,000,000 | |
2015 | 10,000,000 | |||
2016 | 9,100,000 | |||
2017 | 7,400,000 | |||
2018 | 10,000 | |||
2019 | $3,000 |
Other_Balance_Sheet_Amounts_Pr
Other Balance Sheet Amounts - Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property and Equipment [Details] | |||
Property and equipment, gross | $34,418,000 | $23,177,000 | |
Less: accumulated depreciation and amortization | -12,994,000 | -8,741,000 | |
Total property and equipment, net | 21,424,000 | 14,436,000 | |
Depreciation expense | 5,200,000 | 3,200,000 | 2,500,000 |
Computer equipment and software | |||
Property and Equipment [Details] | |||
Property and equipment, gross | 22,352,000 | 15,768,000 | |
Capital leased assets, gross | 1,800,000 | 2,800,000 | |
Capital leased assets, accumulated depreciation | 1,600,000 | 2,000,000 | |
Capital leased assets, depreciation expense | 700,000 | 900,000 | 1,100,000 |
Computer equipment and software | Minimum | |||
Property and Equipment [Details] | |||
Property, plant and equipment, useful life | 2 years | ||
Computer equipment and software | Maximum | |||
Property and Equipment [Details] | |||
Property, plant and equipment, useful life | 5 years | ||
Furniture and fixtures | |||
Property and Equipment [Details] | |||
Property and equipment, gross | 2,910,000 | 2,265,000 | |
Property, plant and equipment, useful life | 7 years | ||
Leasehold improvements | |||
Property and Equipment [Details] | |||
Property and equipment, gross | 8,453,000 | 4,190,000 | |
Leasehold improvements | Minimum | |||
Property and Equipment [Details] | |||
Property, plant and equipment, useful life | 2 years | ||
Leasehold improvements | Maximum | |||
Property and Equipment [Details] | |||
Property, plant and equipment, useful life | 6 years | ||
Renovation in progress | |||
Property and Equipment [Details] | |||
Property and equipment, gross | $703,000 | $954,000 |
Other_Balance_Sheet_Amounts_Ac
Other Balance Sheet Amounts - Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Expenses | ||
Accrued bonuses | $7,811 | $6,860 |
Accrued commissions | 10,088 | 7,246 |
Other accrued expenses | 11,577 | 8,182 |
Total accrued expenses | $29,476 | $22,288 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | $209,753 | $265,625 |
Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 90,569 | 65,700 |
Strategic Investments | 500 | 0 |
Assets, Fair Value Disclosure | 210,253 | 265,625 |
Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 90,569 | 65,700 |
Strategic Investments | 0 | 0 |
Assets, Fair Value Disclosure | 90,569 | 65,700 |
Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Strategic Investments | 0 | 0 |
Assets, Fair Value Disclosure | 119,184 | 199,925 |
Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Strategic Investments | 500 | 0 |
Assets, Fair Value Disclosure | 500 | 0 |
Corporate Bond Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 42,989 | 78,609 |
Corporate Bond Securities | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 42,989 | 78,609 |
Corporate Bond Securities | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Corporate Bond Securities | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 42,989 | 78,609 |
Corporate Bond Securities | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Agency Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 64,196 | 121,316 |
Agency Securities | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 64,196 | 121,316 |
Agency Securities | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Agency Securities | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 64,196 | 121,316 |
Agency Securities | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
US Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 11,999 | |
US Treasury Securities | Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 11,999 | 0 |
US Treasury Securities | Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
US Treasury Securities | Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 11,999 | 0 |
US Treasury Securities | Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Strategic Investment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 500 | 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | $500 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments - Additional Information (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Fair Value Disclosures [Abstract] | |
Convertible Debt, Fair Value Disclosures | $247.20 |
Debt_and_Other_Financing_Arran2
Debt and Other Financing Arrangements - Convertible Debt (Details) (USD $) | Dec. 31, 2014 | Jun. 17, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Principal amount | $351 | |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal amount | 253,000 | |
Unamortized debt discount | -27,906 | |
Net carrying value | $225,094 | $214,300 |
Debt_and_Other_Financing_Arran3
Debt and Other Financing Arrangements - Schedule of Debt Cost and Interest Expense (Details) (Convertible Debt, USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Contractual interest expense at 1.5% per annum | $3,795 | $2,045 |
Amortization of debt issuance costs | 1,145 | 591 |
Accretion of debt discount | 7,129 | 3,681 |
Total | $12,069 | $6,317 |
Debt_and_Other_Financing_Arran4
Debt and Other Financing Arrangements - Maturities of Outstanding Borrowings (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Maturities of Outstanding Borrowings | |
2015 | $351 |
Total current debt | $351 |
Debt_and_Other_Financing_Arran5
Debt and Other Financing Arrangements Debt - Additional Information (Details) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | ||
Jun. 17, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | |
Debt Instrument [Line Items] | |||||
Conversion price on convertible debt | $54.04 | ||||
Adjustments for Equity Component of Convertible Debt | ($11,282,000) | ||||
Payments for Derivative Instrument | 49,500,000 | 0 | 49,537,000 | 0 | |
Proceeds from the issuance of warrants | 23,200,000 | 0 | 23,225,000 | 0 | |
Derivative, Nonmonetary Notional Amount, Number of Shares | 4,700,000 | ||||
Number of shares purchasable upon warrant exercise | 4,700,000 | ||||
Warrants exercise price (in usd per share) | $80.06 | ||||
Weighted Average Interest Rate on ST Debt | 6.90% | 7.00% | |||
Fair value of debt | 400,000 | 900,000 | |||
Other Debt Arrangements | |||||
Debt Instrument [Line Items] | |||||
Debt, Amount Outstanding | 400,000 | 900,000 | |||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt issued | 253,000,000 | ||||
Interest rate on debt issued | 1.50% | ||||
Conversion rate on convertible debt | 18.5046 | ||||
Convertible Debt | 214,300,000 | 225,094,000 | |||
Adjustments for Equity Component of Convertible Debt | -38,700,000 | ||||
Debt Issuance Cost | 7,300,000 | ||||
Unamortized Debt Issuance Expense | 6,200,000 | ||||
Issuance Cost Allocated to Equity Components | 1,100,000 | ||||
Proceeds from Issuance of Debt | 246,000,000 | ||||
Prior to April 1, 2018 | Maximum | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Trading day threshold on convertible debt | 20 | ||||
Consecutive trading day threshold on convertible debt | 30 days | ||||
Stock price threshold, convertible debt | 130.00% | ||||
Prior to April 1, 2018 | Minimum | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Trading day threshold on convertible debt | 5 | ||||
Consecutive trading day threshold on convertible debt | 5 days | ||||
Stock price threshold, convertible debt | 98.00% | ||||
Silicon Valley Bank | Amended Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Repayments of Lines of Credit | $3,000,000 |
Capitalization_Details
Capitalization (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Class of Stock [Line Items] | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, par value (in usd per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | |
Preferred stock, par value (in usd per share) | $0.00 | |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
STOCKBASED_AWARDS_Plans_Inform
STOCK-BASED AWARDS - Plans Information (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock based compensation plan, individual ownership threshold | 10.00% |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards granted (in shares/units) | 548,000 |
Awards vested (in shares/units) | 202,000 |
1999 and 2009 Plans | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares issuable under plan | 0 |
1999 and 2009 Plans | Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Minimum vesting rate, percentage per year over 5 years | 20.00% |
Minimum vesting rate, period | 5 years |
1999 and 2009 Plans | Stock options | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award expiration period | 10 years |
1999 and 2009 Plans | Stock options | Grantee other than individual owning more than 10% of outstanding stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award expiration period | 10 years |
1999 and 2009 Plans | Stock options | Grantee other than individual owning more than 10% of outstanding stock | Cliff vesting on first anniversary of grant | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award cliff vesting percentage | 25.00% |
1999 and 2009 Plans | Stock options | Grantee other than individual owning more than 10% of outstanding stock | Ratable vesting after first anniversary of grant | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award ratable vesting period | 36 months |
1999 and 2009 Plans | Stock options | Individual owning more than 10% of outstanding stock | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price as percentage of fair market value per share | 110.00% |
1999 and 2009 Plans | Incentive stock options | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price as percentage of fair market value per share | 100.00% |
1999 and 2009 Plans | Incentive stock options | Individual owning more than 10% of outstanding stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award expiration period | 5 years |
1999 and 2009 Plans | Non-statutory stock options | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price as percentage of fair market value per share | 85.00% |
2010 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares issuable under plan | 2,184,168 |
Additional issuable shares authorization, annual increase, maximum number of shares | 5,500,000 |
Additional issuable shares authorization, annual increase, percentage of outstanding stock, maximum | 4.50% |
2010 Plan | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares to be added from 1999 and 2009 Plans | 5,614,369 |
2010 Plan | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized under plan | 3,680,480 |
2010 Plan | Incentive stock options | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award expiration period | 10 years |
2010 Plan | Incentive stock options | Individual owning more than 10% of outstanding stock | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award expiration period | 5 years |
2010 Plan | Incentive stock options | Individual owning more than 10% of outstanding stock | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price as percentage of fair market value per share | 110.00% |
2010 Plan | Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards granted (in shares/units) | 547,426 |
2010 Plan | Stock Appreciation Rights | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards granted (in shares/units) | 0 |
STOCKBASED_AWARDS_Summary_of_S
STOCK-BASED AWARDS - Summary of Stock Option Activity (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Stock Options Outstanding, Shares | ||
Shares Outstanding, Beginning of Period | 7,127 | |
Shares Granted | 2,209 | |
Shares Exercised | -1,141 | |
Shares Forfeited | -449 | |
Shares Outstanding, Period End | 7,746 | 7,127 |
Stock Options Outstanding, Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Outstanding, Beginning of Period (in usd per share) | $23.07 | |
Weighted Average Exercise Price, Granted (in usd per share) | $44.16 | |
Weighted Average Exercise Price, Exercised (in usd per share) | $10.63 | |
Weighted Average Exercise Price, Forfeited (in usd per share) | $38.23 | |
Weighted Average Exercise Price, Outstanding, Period End (in usd per share) | $30.04 | $23.07 |
Stock Options, Additional Disclosures | ||
Weighted Average Remaining Contractual Term, Outstanding | 7 years 10 months 2 days | 8 years 1 month 6 days |
Aggregate Intrinsic Value, Outstanding | $77,498 | $215,549 |
Shares Exercisable at December 31, 2014 | 3,855 | |
Weighted Average Exercise Price, Exercisable at December 31, 2014 (in usd per share) | $19.38 | |
Weighted Average Remaining Contractual Term, Exercisable at December 31, 2014 | 6 years 9 months 17 days | |
Aggregate Intrinsic Value, Exercisable at December 31, 2014 | 67,749 | |
Stock Options Vested and Expected to Vest | ||
Shares Vested and Expected to Vest at December 31, 2014 | 7,602 | |
Weighted Average Exercise Price, Vested and Expected to Vest at December 31, 2014 (in usd per share) | $29.84 | |
Weighted Average Remaining Contractual Term, Vested and Expected to Vest at December 31, 2014 | 7 years 9 months 25 days | |
Aggregate Intrinsic Value, Vested and Expected to Vest at December 31, 2014 | $77,208 |
STOCKBASED_AWARDS_Options_Outs
STOCK-BASED AWARDS - Options Outstanding and Exercisable (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Options | 7,746 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 10 months 2 days |
Options Exercisable, Number of Options | 3,855 |
Options Exercisable, Weighted Average Remaining Contractual Life | 6 years 9 months 17 days |
$0.34 to $1.65 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower (in usd per share) | 0.34 |
Range of Exercise Prices, Upper (in usd per share) | 1.65 |
Options Outstanding, Number of Options | 424 |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 6 months 21 days |
Options Exercisable, Number of Options | 424 |
Options Exercisable, Weighted Average Remaining Contractual Life | 4 years 6 months 21 days |
$5.93 to $8.88 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower (in usd per share) | 5.93 |
Range of Exercise Prices, Upper (in usd per share) | 8.88 |
Options Outstanding, Number of Options | 953 |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 10 months 15 days |
Options Exercisable, Number of Options | 951 |
Options Exercisable, Weighted Average Remaining Contractual Life | 5 years 10 months 15 days |
$12.54 to $15.41 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower (in usd per share) | 12.54 |
Range of Exercise Prices, Upper (in usd per share) | 15.41 |
Options Outstanding, Number of Options | 497 |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 8 months 19 days |
Options Exercisable, Number of Options | 374 |
Options Exercisable, Weighted Average Remaining Contractual Life | 6 years 8 months 14 days |
$16.24 to $18.82 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower (in usd per share) | 16.24 |
Range of Exercise Prices, Upper (in usd per share) | 18.82 |
Options Outstanding, Number of Options | 596 |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 11 months 21 days |
Options Exercisable, Number of Options | 499 |
Options Exercisable, Weighted Average Remaining Contractual Life | 6 years 11 months 21 days |
$20.85 to $23.94 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower (in usd per share) | 20.85 |
Range of Exercise Prices, Upper (in usd per share) | 23.94 |
Options Outstanding, Number of Options | 855 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 4 months 11 days |
Options Exercisable, Number of Options | 595 |
Options Exercisable, Weighted Average Remaining Contractual Life | 7 years 4 months 10 days |
$27.55 to $31.44 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower (in usd per share) | 27.55 |
Range of Exercise Prices, Upper (in usd per share) | 31.44 |
Options Outstanding, Number of Options | 411 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 3 months 18 days |
Options Exercisable, Number of Options | 231 |
Options Exercisable, Weighted Average Remaining Contractual Life | 7 years 10 months 5 days |
$32.92 to $36.15 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower (in usd per share) | 32.92 |
Range of Exercise Prices, Upper (in usd per share) | 36.15 |
Options Outstanding, Number of Options | 658 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 6 months 7 days |
Options Exercisable, Number of Options | 216 |
Options Exercisable, Weighted Average Remaining Contractual Life | 8 years 2 months 4 days |
$38.03 to $45.76 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower (in usd per share) | 38.03 |
Range of Exercise Prices, Upper (in usd per share) | 45.76 |
Options Outstanding, Number of Options | 1,526 |
Options Outstanding, Weighted Average Remaining Contractual Life | 9 years 0 months 4 days |
Options Exercisable, Number of Options | 315 |
Options Exercisable, Weighted Average Remaining Contractual Life | 8 years 6 months 3 days |
$46.20 to $56.05 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower (in usd per share) | 46.2 |
Range of Exercise Prices, Upper (in usd per share) | 56.05 |
Options Outstanding, Number of Options | 1,826 |
Options Outstanding, Weighted Average Remaining Contractual Life | 9 years 1 month 11 days |
Options Exercisable, Number of Options | 250 |
Options Exercisable, Weighted Average Remaining Contractual Life | 8 years 8 months 29 days |
STOCKBASED_AWARDS_Stock_Option
STOCK-BASED AWARDS - Stock Option Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense recognized | $33,680,000 | $20,840,000 | $12,207,000 | ||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total intrinsic value of options exercised | 42,900,000 | 57,700,000 | 23,900,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 15,300,000 | 7,500,000 | 27,600,000 | ||
Compensation expense recognized | 28,800,000 | 17,200,000 | 10,300,000 | ||
Unrecognized compensation expense related to options | 69,100,000 | ||||
Unrecognized compensation expense, weighted-average period of recognition | 2 years 9 months 22 days | ||||
Aggregate grant date fair value of stock options granted | $48,000,000 | $51,500,000 | $28,400,000 |
STOCKBASED_AWARDS_Restricted_S
STOCK-BASED AWARDS - Restricted Stock Awards and Restricted Stock Units (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Additional Information | |||
Compensation expense recognized | $33,680,000 | $20,840,000 | $12,207,000 |
Restricted stock awards | Sonar Limited | |||
Additional Information | |||
Award vesting period | 2 years | ||
Vested awards | 31,164 | ||
Restricted stock units | |||
Nonvested Shares Subject to Performance Based Awards, Number of Shares | |||
Number of Shares, Outstanding at Beginning of Period | 382,000 | ||
Number of Shares, Granted | 548,000 | ||
Number of Shares, Forfeited | -17,000 | ||
Number of Shares, Vested | -202,000 | ||
Number of Shares, Outstanding at Period End | 711,000 | 382,000 | |
Nonvested Shares Subject to Performance Based Awards, Weighted Average Grant Date Fair Value | |||
Weighted Average Grant Date Fair Value, Outstanding at Beginning of Period (in usd per share) | $27.81 | ||
Weighted Average Grant Date Fair Value, Granted (in usd per share) | $37.05 | ||
Weighted Average Grant Date Fair Value, Forfeited (in usd per share) | $36.47 | ||
Weighted Average Grant Date Fair Value, Vested (in usd per share) | $20.05 | ||
Weighted Average Grant Date Fair Value, Outstanding at Period End (in usd per share) | $36.91 | $27.81 | |
Additional Information | |||
Compensation expense recognized | 5,700,000 | 3,400,000 | 1,700,000 |
Unrecognized compensation expense related to nonvested restricted stock units | 22,000,000 | ||
Unrecognized compensation expense, weighted-average period of recognition | 3 years 3 months 11 days | ||
Restricted Stock Shares | Restricted stock awards | Sonar Limited | |||
Nonvested Shares Subject to Performance Based Awards, Number of Shares | |||
Number of Shares, Granted | 31,164 | ||
Additional Information | |||
Aggregated grant date fair value | $700,000 |
STOCKBASED_AWARDS_Performance_
STOCK-BASED AWARDS - Performance Awards (Details) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted Average Exercise Price, Outstanding (in usd per share) | $30.04 | $23.07 | ||||
Share-based compensation expense | $33,680,000 | $20,840,000 | $12,207,000 | |||
Performance awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 700,000 | 300,000 | 400,000 | |||
Unrecognized compensation expense | 1,500,000 | |||||
Unrecognized compensation expense, weighted-average period of recognition | 2 years 6 months | |||||
Performance based restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | 3 years | ||||
Award expiration period | 10 years | |||||
Aggregated grant date fair value | 1,800,000 | |||||
Share-based compensation expense | ($700,000) | |||||
Performance based restricted stock units | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected to Vest | 60,900 | 69,000 |
STOCKBASED_AWARDS_StockBased_C
STOCK-BASED AWARDS - Stock-Based Compensation Expense (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $33,680 | $20,840 | $12,207 |
Cost of revenue | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 2,669 | 2,207 | 1,660 |
Sales and marketing | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 18,364 | 9,866 | 3,982 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 3,551 | 2,052 | 949 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $9,096 | $6,715 | $5,616 |
Income_Taxes_Narrative_Details
Income Taxes - Narrative (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 03, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Federal statutory tax rate | 34.00% | 34.00% | 34.00% | |
Operating Loss Carryforwards [Line Items] | ||||
Net increase to valuation allowance primarily due to additional net operating losses | $25,300,000 | $14,500,000 | $7,400,000 | |
Share-based compensation tax benefit not recognized in deferred tax assets, net of allowance | 33,900,000 | |||
Share-based compensation tax benefit not recognized in deferred tax assets | 91,900,000 | |||
Undistributed foreign earnings | 2,100,000 | 900,000 | ||
Potential tax impact if undistributed foreign earnings were distributed | 177,000 | 125,000 | ||
Reduction in tax expense if unrecognized tax benefits are recognized | 400,000 | |||
Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal, state and foreign net operating losses | 244,400,000 | |||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal, state and foreign net operating losses | 221,600,000 | |||
Foreign Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal, state and foreign net operating losses | 24,100,000 | |||
Evoly Inc. | Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred Tax Assets, Tax Credit Carryforwards, Research | 400,000 | |||
Evoly Inc. | State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred Tax Assets, Tax Credit Carryforwards, Research | $500,000 |
Income_Taxes_Components_of_Inc
Income Taxes - Components of Income Before Taxes (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||||||||||
United States | ($59,249) | ($36,821) | ($20,173) | ||||||||
Foreign | -4,795 | -3,733 | -12,006 | ||||||||
Loss before income tax (provision) benefit | ($17,842) | ($14,133) | ($16,432) | ($15,637) | ($10,852) | ($10,950) | ($8,819) | ($9,933) | ($64,044) | ($40,554) | ($32,179) |
Income_Taxes_Components_of_Inc1
Income Taxes - Components of Income Tax Provision (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current income tax provision: | |||||||||||
Federal | $0 | $0 | $0 | ||||||||
State | 40 | 117 | 0 | ||||||||
Foreign | 822 | 620 | 176 | ||||||||
Total current income tax provision | 862 | 737 | 176 | ||||||||
Deferred income tax benefit: | |||||||||||
Federal | 0 | 0 | 0 | ||||||||
State | 0 | 0 | 0 | ||||||||
Foreign | -7 | -865 | -965 | ||||||||
Total deferred income tax benefit | -7 | -865 | -965 | ||||||||
Total income tax provision (benefit) | $324 | $178 | $200 | $153 | ($97) | $104 | ($136) | $1 | $855 | ($128) | ($789) |
Income_Taxes_Components_of_Inc2
Income Taxes - Components of Income Tax Reconciliation (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Effective Income Tax Rate Reconciliation | |||||||||||
U.S. Federal tax benefit at statutory rates | ($21,795) | ($13,784) | ($10,941) | ||||||||
State income taxes, net of federal tax benefit | -2,013 | -415 | -60 | ||||||||
Foreign rate differential | 734 | 1,354 | 1,008 | ||||||||
Stock based compensation | 4,121 | 2,039 | 1,360 | ||||||||
Other permanent differences | 941 | 410 | 654 | ||||||||
Other | -82 | 76 | -194 | ||||||||
Valuation allowance | 18,949 | 10,192 | 7,384 | ||||||||
Total income tax provision (benefit) | $324 | $178 | $200 | $153 | ($97) | $104 | ($136) | $1 | $855 | ($128) | ($789) |
Income_Taxes_Components_of_Def
Income Taxes - Components of Deferred Tax (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Accrued expenses | $1,795 | $2,029 |
Long-lived intangible assets and fixed assets — basis difference | 585 | 5,710 |
Net operating loss carryforwards | 63,438 | 33,823 |
Stock-based compensation | 8,630 | 4,818 |
Deferred revenue | 1,532 | 1,905 |
Convertible note hedge | 13,913 | 16,705 |
Other | 715 | 452 |
Total deferred tax assets | 90,608 | 65,442 |
Valuation allowance | -73,906 | -48,558 |
Deferred tax assets, net of valuation allowance | 16,702 | 16,884 |
Deferred Tax Liabilities | ||
Prepaid expenses and deferred commissions | -5,940 | -3,613 |
Convertible note discount | -10,511 | -13,028 |
Other | -121 | -120 |
Total deferred tax liabilities | -16,572 | -16,761 |
Net deferred tax assets (liabilities) | $130 | $123 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Unrecognized Tax Benefits | |||
Balance at January 1 | $276 | $276 | $276 |
Additions for tax positions related to the current year | 0 | 0 | 0 |
Balance at December 31 | $276 | $276 | $276 |
Geographic_Information_Details
Geographic Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $76,373 | $68,318 | $61,468 | $57,409 | $54,856 | $48,270 | $44,346 | $37,657 | $263,568 | $185,129 | $117,914 |
Property and equipment, net | 21,424 | 14,436 | 21,424 | 14,436 | |||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 180,834 | 128,983 | 81,837 | ||||||||
Property and equipment, net | 16,990 | 10,455 | 16,990 | 10,455 | |||||||
United Kingdom | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 28,938 | 19,448 | 12,930 | ||||||||
Property and equipment, net | 2,802 | 3,185 | 2,802 | 3,185 | |||||||
All Other Countries | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 53,796 | 36,698 | 23,147 | ||||||||
Property and equipment, net | $1,632 | $796 | $1,632 | $796 |
401k_Saving_Plan_Details
401(k) Saving Plan (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Compensation and Retirement Disclosure [Abstract] | |||
401(k) employer matching percentage | 50.00% | ||
Maximum 401(k) annual contributions by employer per employee | $2,400 | ||
401(k) vesting period | 4 years | ||
401(k) matching contribution expenses | $1,300,000 | $800,000 | $300,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Leases (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Loss Contingencies [Line Items] | |||
Rent expense under operating leases | $5,700,000 | $4,100,000 | $3,200,000 |
Future Minimum Lease Payments under Non-cancelable Capital Leases | |||
2015 | 239,000 | ||
2016 | 0 | ||
2017 | 0 | ||
2018 | 0 | ||
2019 | 0 | ||
Total minimum lease payments | 239,000 | ||
Less: Amounts representing interest | -3,000 | ||
Present value of capital lease obligations | 236,000 | ||
Less: Current portion | -236,000 | -905,000 | |
Long-term portion of capital lease obligations | 0 | 218,000 | |
Building lease and other commitments | |||
Future Minimum Lease Payments under Non-cancelable Operating Leases | |||
2015 | 5,852,000 | ||
2016 | 7,233,000 | ||
2017 | 7,046,000 | ||
2018 | 7,215,000 | ||
2019 | 581,000 | ||
Total minimum lease payments | $27,927,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Letters of Credit (Details) (Standby letters of credit, Building lease and other commitments, USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Standby letters of credit | Building lease and other commitments | |
Loss Contingencies [Line Items] | |
Letter of credit outstanding | $1.50 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Narrative (Detail) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Long-term Purchase Commitment [Line Items] | |
Contractual commitment due in 2015 | $18.40 |
Contractual commitment due in 2016 | 7.2 |
Contractual commitment due in 2017 | 5.9 |
Contractual commitment due in 2018 | 5.6 |
Contractual commitment due in 2019 | 5.6 |
Litigation | |
Estimated probable loss, amount accrued | 2.6 |
Cloud subscription agreement | |
Long-term Purchase Commitment [Line Items] | |
Contractual commitment due in 2015 | 1 |
518210 Data Processing, Hosting, and Related Services [Member] | |
Long-term Purchase Commitment [Line Items] | |
Contractual commitment due in 2015 | 0.8 |
Contractual commitment due in 2016 | $0.70 |
Related_Party_Transactions_Nar
Related Party Transactions - Narrative (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | |||
Value Of Resources Donated To Related Parties | $2.20 | ||
Director | |||
Related Party Transaction [Line Items] | |||
Expenses from Transactions with Related Party | $0.80 | $0.50 | $0.30 |
Subsequent_Events_Narrative_De
Subsequent Events - Narrative (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 2 Months Ended | |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jul. 31, 2014 | Mar. 31, 2014 | Feb. 23, 2015 |
Subsequent Event [Line Items] | ||||
Stock options granted (in shares) | 2,209,000 | |||
Stock options granted, weighted average exercise price (in usd per share) | $44.16 | |||
Contractual commitment due in 2015 | $18.40 | |||
Contractual commitment due in 2016 | 7.2 | |||
Contractual commitment due in 2017 | 5.9 | |||
Restricted stock units | ||||
Subsequent Event [Line Items] | ||||
Awards granted (in shares/units) | 548,000 | |||
Restricted stock units | 2010 Plan | ||||
Subsequent Event [Line Items] | ||||
Awards granted (in shares/units) | 547,426 | |||
Performance based restricted stock units | ||||
Subsequent Event [Line Items] | ||||
Award vesting period | 3 years | 3 years | ||
Subsequent event | ||||
Subsequent Event [Line Items] | ||||
Contractual commitment due in 2015 | 0.5 | |||
Contractual commitment due in 2016 | 0.3 | |||
Contractual commitment due in 2017 | $0.10 | |||
Subsequent event | Stock options | ||||
Subsequent Event [Line Items] | ||||
Stock options granted (in shares) | 14,110 | |||
Stock options granted, weighted average exercise price (in usd per share) | $34.28 | |||
Award vesting period | 4 years | |||
Subsequent event | Restricted stock units | ||||
Subsequent Event [Line Items] | ||||
Award vesting period | 4 years | |||
Awards granted (in shares/units) | 147,180 | |||
Subsequent event | Performance based restricted stock units | ||||
Subsequent Event [Line Items] | ||||
Award vesting period | 3 years | |||
Expected to Vest | 535,000 | |||
Maximum | Performance based restricted stock units | ||||
Subsequent Event [Line Items] | ||||
Expected to Vest | 60,900 | 69,000 | ||
Maximum | Subsequent event | Performance based restricted stock units | ||||
Subsequent Event [Line Items] | ||||
Expected to Vest | 1,070,000 |
Selected_Quarterly_Data_Unaudi2
Selected Quarterly Data (Unaudited) - Quarterly Consolidated Statements of Operations (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Unaudited Quarterly Consolidated Statements of Operations | |||||||||||
Revenue | $76,373 | $68,318 | $61,468 | $57,409 | $54,856 | $48,270 | $44,346 | $37,657 | $263,568 | $185,129 | $117,914 |
Cost of revenue | 23,497 | 19,374 | 17,409 | 17,404 | 15,488 | 13,644 | 13,164 | 11,252 | 77,684 | 53,548 | 34,591 |
Gross profit | 52,876 | 48,944 | 44,059 | 40,005 | 39,368 | 34,626 | 31,182 | 26,405 | 185,884 | 131,581 | 83,323 |
Operating expenses: | |||||||||||
Sales and marketing | 46,293 | 41,512 | 39,608 | 35,139 | 31,852 | 28,601 | 26,274 | 23,010 | 162,552 | 109,737 | 73,563 |
Research and development | 9,283 | 7,552 | 6,900 | 6,883 | 5,893 | 5,716 | 5,232 | 4,419 | 30,618 | 21,260 | 14,886 |
General and administrative | 11,317 | 9,576 | 10,455 | 10,454 | 9,215 | 8,261 | 7,530 | 8,566 | 41,802 | 33,572 | 25,912 |
Amortization of certain acquired intangible assets | 153 | 211 | 213 | 251 | 251 | 251 | 251 | 251 | 828 | 1,004 | 739 |
Total operating expenses | 67,046 | 58,851 | 57,176 | 52,727 | 47,211 | 42,829 | 39,287 | 36,246 | 235,800 | 165,573 | 115,100 |
Loss from operations | -14,170 | -9,907 | -13,117 | -12,722 | -7,843 | -8,203 | -8,105 | -9,841 | -49,916 | -33,992 | -31,777 |
Other income (expense): | |||||||||||
Interest income (expense) and other income (expense), net | -3,672 | -4,226 | -3,315 | -2,915 | -3,009 | -2,747 | -714 | -92 | |||
Loss before income tax (provision) benefit | -17,842 | -14,133 | -16,432 | -15,637 | -10,852 | -10,950 | -8,819 | -9,933 | -64,044 | -40,554 | -32,179 |
Income tax (provision) benefit | -324 | -178 | -200 | -153 | 97 | -104 | 136 | -1 | -855 | 128 | 789 |
Net loss | ($18,166) | ($14,311) | ($16,632) | ($15,790) | ($10,755) | ($11,054) | ($8,683) | ($9,934) | ($64,899) | ($40,426) | ($31,390) |
Net loss per share — basic and diluted (USD per share) | ($0.34) | ($0.27) | ($0.31) | ($0.30) | ($0.21) | ($0.21) | ($0.17) | ($0.20) | ($1.22) | ($0.79) | ($0.63) |
Weighted average common shares outstanding, basic and diluted (shares) | 53,660 | 53,423 | 53,197 | 52,726 | 52,185 | 51,544 | 51,153 | 50,798 | 53,267 | 51,427 | 49,929 |