Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SALE | |
Entity Registrant Name | RETAILMENOT, INC. | |
Entity Central Index Key | 1475274 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 53,328,513 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $280,315 | $244,482 |
Accounts receivable (net of allowance for doubtful accounts of $2,241 and $2,356 at March 31, 2015 and December 31, 2014, respectively) | 45,521 | 69,603 |
Prepaid assets and other current assets, net | 14,244 | 14,930 |
Total current assets | 340,080 | 329,015 |
Property and equipment, net | 17,903 | 16,949 |
Intangible assets, net | 67,247 | 70,819 |
Goodwill | 174,628 | 176,927 |
Other assets, net | 4,885 | 5,394 |
Total assets | 604,743 | 599,104 |
Current liabilities: | ||
Accounts payable | 4,655 | 5,482 |
Accrued compensation and benefits | 6,327 | 12,138 |
Accrued expenses and other current liabilities | 8,389 | 6,110 |
Income taxes payable | 3,016 | 9,032 |
Current maturities of long term debt | 10,000 | 10,000 |
Total current liabilities | 32,387 | 42,762 |
Deferred tax liability-noncurrent | 4,991 | 3,404 |
Long term debt | 70,000 | 40,000 |
Other noncurrent liabilities | 8,008 | 8,183 |
Total liabilities | 115,386 | 94,349 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock: $0.001 par value, 10,000,000 shares authorized; zero shares issued and outstanding as of March 31, 2015 and December 31, 2014 | ||
Additional paid-in capital | 500,896 | 517,421 |
Accumulated other comprehensive loss | -4,873 | -1,942 |
Accumulated deficit | -6,719 | -10,778 |
Total stockholders' equity | 489,357 | 504,755 |
Total liabilities and stockholders' equity | 604,743 | 599,104 |
Series 1 Common Stock [Member] | ||
Stockholders' equity: | ||
Common Stock, Value | 53 | 54 |
Series 2 Common Stock [Member] | ||
Stockholders' equity: | ||
Common Stock, Value | $0 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $2,241 | $2,356 |
Preferred stock, Par value | $0.00 | $0.00 |
Preferred stock, Authorized | 10,000,000 | 10,000,000 |
Preferred stock, Issued | 0 | 0 |
Preferred stock, Outstanding | 0 | 0 |
Common stock, Par value | $0.00 | |
Series 1 Common Stock [Member] | ||
Common stock, Par value | $0.00 | $0.00 |
Common stock, Shares authorized | 150,000,000 | 150,000,000 |
Common stock, Shares issued | 53,410,980 | 54,253,452 |
Common stock, Shares outstanding | 53,410,980 | 54,253,452 |
Series 2 Common Stock [Member] | ||
Common stock, Par value | $0.00 | $0.00 |
Common stock, Shares authorized | 6,107,494 | 6,107,494 |
Common stock, Shares issued | 0 | 0 |
Common stock, Shares outstanding | 0 | 0 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Net revenues | $60,384 | $61,270 |
Costs and expenses: | ||
Cost of net revenues | 5,346 | 4,430 |
Product development | 13,320 | 10,706 |
Sales and marketing | 21,641 | 21,172 |
General and administrative | 9,570 | 9,347 |
Amortization of purchased intangible assets | 2,626 | 3,443 |
Other operating expenses | 765 | 1,348 |
Total cost and expenses | 53,268 | 50,446 |
Income from operations | 7,116 | 10,824 |
Other income (expense): | ||
Interest expense, net | -421 | -531 |
Other income (expense), net | -243 | 28 |
Income before income taxes | 6,452 | 10,321 |
Provision for income taxes | -2,393 | -4,246 |
Net income | $4,059 | $6,075 |
Net income per share: | ||
Basic | $0.08 | $0.11 |
Diluted | $0.07 | $0.11 |
Weighted average number of common shares used in computing net income per share: | ||
Basic | 54,029 | 53,149 |
Diluted | 55,035 | 55,562 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net income | $4,059 | $6,075 |
Other comprehensive income, net of tax: | ||
Foreign currency translation adjustments | -2,931 | 480 |
Comprehensive income | $1,128 | $6,555 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income | $4,059 | $6,075 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 3,926 | 4,204 |
Stock-based compensation expense | 6,813 | 5,014 |
Deferred income tax expense (benefit) | 1,698 | -4 |
Excess income tax benefit from stock-based compensation and other | -755 | -8,314 |
Non-cash interest expense | 102 | 97 |
Amortization of deferred compensation | 768 | 1,347 |
Other non-cash losses, net | 1,038 | 55 |
Provision for doubtful accounts receivable | -252 | 375 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 23,142 | 15,567 |
Prepaid expenses and other current assets, net | -843 | -987 |
Accounts payable | 376 | -1,977 |
Accrued expenses and other current liabilities | -10,084 | -3,975 |
Other noncurrent assets and liabilities | 634 | 830 |
Net cash provided by operating activities | 30,622 | 18,307 |
Cash flows from investing activities: | ||
Purchase of property and equipment | -2,332 | -2,393 |
Purchase of other assets | -2 | |
Net cash used in investing activities | -2,334 | -2,393 |
Cash flows from financing activities: | ||
Proceeds from notes payable, net of issuance costs | 29,950 | |
Payments on notes payable | -1,750 | |
Proceeds from issuance of common stock, net of shares withheld for taxes | 2,393 | 8,139 |
Excess income tax benefit from stock-based compensation and other | 755 | 8,314 |
Payments of offering costs for follow-on offering | -64 | |
Payments for repurchase of common stock | -24,473 | -6 |
Payments of principal on capital lease arrangements | -3 | -3 |
Net cash provided by financing activities | 8,622 | 14,630 |
Effect of foreign currency exchange rate on cash | -1,077 | 41 |
Change in cash and cash equivalents | 35,833 | 30,585 |
Cash and cash equivalents, beginning of period | 244,482 | 165,881 |
Cash and cash equivalents, end of period | 280,315 | 196,466 |
Supplemental disclosure of cash flow information | ||
Interest payments | 407 | |
Income tax payments | $7,438 | $4,906 |
Description_of_Business
Description of Business | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Business | 1. Description of Business |
We operate the world’s largest marketplace for digital offers, including the largest digital offer marketplace in the U.S., RetailMeNot.com, and in the U.K., VoucherCodes.co.uk, and the largest portfolio of digital offer websites in France, Bons-de-Reduction.com, Poulpeo.com and Ma-Reduc.com, connecting consumers with leading retailers and brands. Our websites, mobile applications, email newsletters and alerts and social media presence enable consumers to search for, discover and redeem relevant digital offers from retailers and brands. Our marketplace features digital offers across multiple product categories, including clothing and shoes; electronics; health and beauty; home and office; travel, food and entertainment; and personal and business services. We believe our investments in digital offer content quality, product innovation and direct retailer relationships allow us to offer a compelling experience to consumers looking to save money, whether online or in-store. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies |
Basis of Presentation and Principles of Consolidation | |
As used in this report, the terms “we,” “the Company,” “us” or “our” refer to RetailMeNot, Inc. and its wholly-owned subsidiaries. The condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, and Securities and Exchange Commission, or SEC, requirements for interim financial statements. All significant intercompany transactions and balances have been eliminated. | |
The accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2014, which are included in our Annual Report on Form 10-K for the year ended December 31, 2014. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other period. | |
Significant Estimates and Judgments | |
The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of net revenues and expenses during the reporting periods. These estimates and assumptions could have a material effect on our future results of operations and financial position. Significant items subject to our estimates and assumptions include stock-based compensation, income taxes, valuation of acquired goodwill and intangible assets, allowance for doubtful accounts, revenue returns reserve, unrecognized tax benefits, acquisition-related contingent liabilities and the useful lives of property and equipment and intangible assets. As a result, actual amounts could differ from those presented herein. | |
Business Segment | |
We have one operating and reporting segment consisting of various products and services that are all related to our marketplace for digital offers. Our chief operating decision maker is our Chief Executive Officer. Our Chief Executive Officer allocates resources and assesses performance of the business and other activities at a single reporting segment level. | |
Cash and Cash Equivalents | |
All highly-liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. | |
Accounts Receivable, Net | |
Accounts receivable, net represent amounts due from retailers, primarily through various performance marketing networks, for commissions earned on consumer purchases and amounts due for premium placement advertising. We record an allowance for doubtful accounts in an amount equal to the estimated probable losses net of recoveries, which are based on an analysis of historical bad debt, current receivables aging and expected future write-offs of uncollectible accounts, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. Accounts receivable are written off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. | |
Property and Equipment, Net | |
Property and equipment, net includes assets such as furniture and fixtures, leasehold improvements, computer hardware, office and telephone equipment and certain capitalized internally developed software and website development costs. We record property and equipment at cost less accumulated depreciation and amortization, using the straight-line method. Ordinary maintenance and repairs are charged to expense, while expenditures that extend the physical or economic life of the assets are capitalized. Property and equipment are depreciated over their estimated economic lives, which range from three to five years, using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated useful lives of the improvements or the lease term. Capitalized internally developed software and website development costs are depreciated over their estimated useful lives, which range from two to three years. We perform reviews for the impairment of property and equipment when management believes events or circumstances indicate the carrying amount of an asset may not be recoverable. | |
Goodwill and Other Intangible Assets | |
Goodwill arises from business combinations and is measured as the excess of the cost of the business acquired over the sum of the acquisition-date fair values of tangible and identifiable intangible assets acquired, less any liabilities assumed. | |
We evaluate goodwill for impairment annually on October 1, during the fourth quarter of each year, or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. Events or circumstances that could trigger an impairment test include, but are not limited to, a significant adverse change in the business climate or in legal factors, an adverse action or assessment by a regulator, a loss of key personnel, significant changes in our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, significant underperformance relative to operating performance indicators and significant changes in competition. The Company determined that no triggering events occurred during the three months ended March 31, 2015. | |
We evaluate the recoverability of goodwill using a two-step impairment process tested at our sole reporting segment level. In the first step, the fair value for our reporting unit is compared to our book value including goodwill. If the fair value is less than the book value, a second step is performed that compares the implied fair value of goodwill to the book value of the goodwill. The fair value for the implied goodwill is determined based on the difference between the fair value of the sole reporting segment and the net fair value of the identifiable assets and liabilities excluding goodwill. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment charge in the consolidated statements of operations. We did not record any goodwill impairment charges during the three months ended March 31, 2015 and 2014. | |
Identifiable intangible assets consist of acquired customer intangible assets, marketing-related intangible assets, contract-based intangible assets, and technology-based intangible assets. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line or accelerated basis. See Note 3, “Goodwill and Other Intangible Assets”. The method of amortization applied represents our best estimate of the distribution of the economic value of the identifiable intangible assets. The factors we consider in determining the useful lives of identifiable intangible assets included the extent to which expected future cash flows would be affected by our intent and ability to retain use of these assets, including the period of time that would capture 90% or more of the assets value on a perpetuity basis. | |
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. When such events occur, we compare the carrying amounts of the assets to their undiscounted cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and the fair value. | |
Revenue Recognition | |
We recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the fee to the paid retailer, defined as a retailer with which we have a contract, is fixed or determinable and collectability of the resulting receivable is reasonably assured. For commission revenues, which represent the substantial majority of our net revenues, revenue recognition generally occurs when a consumer, having visited one of our websites and clicked on a digital offer for a paid retailer makes a purchase with such paid retailer, and completion of the order is reported to us by such paid retailer, either directly or through a performance marketing network. The reporting by the paid retailer includes the amount of commissions the paid retailer has calculated as owing to us. Certain paid retailers do not provide reporting until a commission payment is made. In those cases, which have historically not been significant, we record commission revenues on a cash basis. For advertising revenues, revenue recognition occurs when we display a paid retailer’s advertisements on our websites or mobile applications. | |
Multiple Element Arrangements. When we enter into revenue arrangements with certain paid retailers that are comprised of multiple deliverables, we allocate consideration to all deliverables based on the relative selling price method in accordance with the selling price hierarchy. The objective of the hierarchy is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis and requires the use of: (1) vendor-specific objective evidence, or VSOE, if available; (2) third-party evidence, or TPE, if VSOE is not available; and (3) best estimate of selling price, or BESP, if neither VSOE nor TPE is available. | |
VSOE. We determine VSOE based on our historical pricing and discounting practices for the specific service when sold separately. In determining VSOE, we require that a substantial majority of the stand-alone selling prices for these services fall within a reasonably narrow pricing range. We have not historically sold our services within a reasonably narrow pricing range. As a result, we have not been able to establish VSOE. | |
TPE. When VSOE cannot be established for deliverables in multiple element arrangements, we apply judgment with respect to whether we can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, our go-to-market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that the comparable pricing of services cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor services’ selling prices are on a stand-alone basis. As a result, we have not been able to establish selling price based on TPE. | |
BESP. When we are unable to establish selling price using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. BESP is generally used to allocate the selling price to deliverables in our multiple element arrangements. We determine BESP for deliverables by considering multiple factors including, but not limited to, prices we charge for similar offerings, market conditions, competitive landscape and pricing practices. We limit the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. | |
If the facts and circumstances underlying the factors we considered change or should future facts and circumstances lead us to consider additional factors, both our determination of our relative selling price under the hierarchy and our BESPs could change in future periods. | |
We estimate and record a reserve based upon actual, historical return rates as reported to us by paid retailers to provide for end-user cancelations or product returns, which may not be reported by the paid retailer or performance marketing network until a subsequent date. As such, we report commission revenues net of the estimated returns reserve. Net revenues are reported net of sales taxes, where applicable. | |
Our payment arrangements with paid retailers are both direct and through performance marketing networks, which act as intermediaries between the paid retailers and us. No paid retailer individually accounted for more than 10% of net revenues or accounts receivable as of and for the three months ended March 31, 2015 and 2014. | |
Cost of Net Revenues | |
Cost of net revenues is composed of direct and indirect costs incurred to generate revenue. These costs consist of personnel costs of our salaried merchandising and technology support employees and fees paid to third-party contractors engaged in the operation and maintenance of our existing websites and mobile applications. Such technology costs also include website hosting and Internet service costs. Other costs include allocated facility and general information technology costs. | |
Sales and Marketing Expense | |
Our sales and marketing expense consists of personnel costs for our sales, marketing, search engine optimization, search engine marketing and business analytics employees, as well as online, brand and other marketing expenses. Our online, brand and other marketing costs include search engine fees, advertising on social networks, television advertising, promotions, display advertisements, creative development fees, public relations, email campaigns, trade shows and other general marketing costs. Other costs include allocated facility and general information technology costs. | |
Product Development | |
Our product development expense consists primarily of personnel costs of our product management and software engineering teams, as well as fees paid to third-party contractors and consultants engaged in the design, development, testing and improvement of the functionality and user experience of our websites and mobile applications. | |
General and Administrative Expense | |
Our general and administrative expense represents personnel costs for employees involved in general corporate functions, including finance, accounting, legal and human resources, among others. Additional costs included in general and administrative expense include professional fees for legal, audit and other consulting services, the provision for doubtful accounts receivable, travel and entertainment, charitable contributions, recruiting, allocated facility and general information technology costs and other general corporate overhead expenses. | |
Stock-Based Compensation Expense | |
Stock-based compensation expense is measured at the grant date based on the estimated fair value of the award, net of estimated forfeitures. We recognize these compensation costs on a straight-line basis over the requisite service period of the award. Forfeiture rates are estimated at grant date based on historical experience and adjusted in subsequent periods for differences in actual forfeitures from those estimates. We include stock-based compensation expense in cost of net revenues and operating expenses in our consolidated statements of operations, consistent with the respective employees’ cash compensation. We determine the fair value of stock options on the grant date using the Black-Scholes-Merton valuation model. | |
Fair Value of Financial Instruments | |
The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and notes payable, approximate fair value due to the instruments’ short-term maturities or, in the case of the long-term notes payable, based on the variable interest rate feature. We record derivative liabilities at fair value. | |
Income Taxes | |
The provision for income taxes is determined using the asset and liability method. Deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using the enacted tax rates that are applicable in a given year. The deferred tax assets are recorded net of a valuation allowance when, based on the available supporting evidence, we believe it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. | |
The Company may be subject to income tax audits by the respective tax authorities in any or all of the jurisdictions in which the Company operates or has operated within a relevant period, including the United States, the United Kingdom, France, Germany, and the Netherlands. Significant judgment is required in determining uncertain tax positions. We utilize a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. We adjust these reserves in light of changing facts and circumstances, such as the closing of an audit or the refinement of an estimate. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We include interest and penalties related to uncertain tax positions in the provision for income taxes on our consolidated statements of operations. | |
Foreign Currency | |
Our operations outside of the U.S. generally use the local currency as their functional currency. Assets and liabilities for these operations are translated at exchange rates in effect at the balance sheet date. Income and expense accounts are translated at average exchange rates for the period. Foreign currency translation adjustments are recorded in accumulated other comprehensive income (loss). Gains and losses from foreign currency denominated transactions are recorded in other income (expense), net in our consolidated statements of operations. | |
Derivative Financial Instruments | |
Our operations outside of the U.S. expose us to various market risks that may affect our consolidated results of operations, cash flows and financial position. These market risks include, but are not limited to, fluctuations in currency exchange rates. Our primary foreign currency exposures are in Euros and British Pound Sterling. As a result, we face exposure to adverse movements in currency exchange rates as the financial results of our operations are translated from local currency into U.S. dollars upon consolidation. | |
We have entered into a derivative instrument to hedge certain exposures of non-functional currency denominated intercompany loans and may enter into further such instruments in the future. We have not elected to apply hedge accounting or hedge accounting does not apply. Gains and losses resulting from a change in fair value for these derivatives are reflected in the period in which the change occurs and are recorded in other income (expense), net in our consolidated statement of operations. During the three months ended March 31, 2015, we recorded a gain of $1.0 million related to our foreign exchange derivative instrument, which settled on March 31, 2015. The fair value of our outstanding foreign exchange derivative instrument as of both March 31, 2015 and December 31, 2014, the dates on which we entered into those respective instruments, was $0.0 million. The notional amount of our outstanding foreign exchange derivative instrument as of both March 31, 2015 and December 31, 2014 was $9.0 million. We did not enter into any foreign exchange derivative instruments during the three months ended March 31, 2014. | |
We do not use financial instruments for trading or speculative purposes. Derivative instruments are recorded on the balance sheet at fair value and are short-term in duration. We are exposed to the risk that counterparties to derivative contracts may fail to meet their contractual obligations. | |
Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board, or FASB, issued new guidance that superseded previously existing revenue recognition requirements. The guidance provides a five-step process to recognize revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration expected in exchange for those goods and services. The guidance requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, using one of two retrospective application methods. Early adoption is not permitted. On April 1, 2015, the FASB proposed deferring the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2016. We are currently evaluating which of the two retrospective application methods we will use and the effect that the adoption of this guidance will have on our consolidated financial statements. | |
In April 2015, the FASB issued new guidance that amends the balance sheet presentation of debt issuance costs. The guidance requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. The guidance requires retrospective application and is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The guidance is not expected to have a material impact on our consolidated financial statements. | |
In April 2015, the FASB issued new guidance clarifying whether a customer should account for a cloud computing arrangement as an acquisition of a software license or as a service arrangement by providing characteristics that a cloud computing arrangement must have in order to be accounted for as a software license acquisition. The guidance allows either retrospective or prospective application and is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The guidance is not expected to have a material impact on our consolidated financial statements. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||
Goodwill and Other Intangible Assets | 3. Goodwill and Other Intangible Assets | ||||||||||||||||||
Changes in our goodwill balance for the year ended December 31, 2014 and the three months ended March 31, 2015 are summarized in the table below (in thousands): | |||||||||||||||||||
Balance at December 31, 2013 | $ | 179,659 | |||||||||||||||||
Acquired in business combinations | 75 | ||||||||||||||||||
Foreign currency translation adjustment | (2,807 | ) | |||||||||||||||||
Balance at December 31, 2014 | 176,927 | ||||||||||||||||||
Acquired in business combinations | — | ||||||||||||||||||
Foreign currency translation adjustment | (2,299 | ) | |||||||||||||||||
Balance at March 31, 2015 (unaudited) | $ | 174,628 | |||||||||||||||||
Intangible assets consisted of the following as of March 31, 2015 and December 31, 2014 (dollars in thousands): | |||||||||||||||||||
Weighted- | Estimated | ||||||||||||||||||
Average | Useful Life | ||||||||||||||||||
Amortization | (Months) | March 31, 2015 (unaudited) | |||||||||||||||||
Period | |||||||||||||||||||
(Months) | Gross | Accumulated | Net | ||||||||||||||||
Amortization | |||||||||||||||||||
Customer relationships | 180 | 180 | $ | 16,079 | $ | (4,696 | ) | $ | 11,383 | ||||||||||
Marketing-related | 160 | 48-180 | 76,366 | (23,930 | ) | 52,436 | |||||||||||||
Contract-based | 58 | Dec-60 | 19,753 | (16,325 | ) | 3,428 | |||||||||||||
Technology-based | 12 | 12 | 7,637 | (7,637 | ) | — | |||||||||||||
Total intangible assets | $ | 119,835 | $ | (52,588 | ) | $ | 67,247 | ||||||||||||
Weighted- | Estimated | ||||||||||||||||||
Average | Useful Life | ||||||||||||||||||
Amortization | (Months) | December 31, 2014 | |||||||||||||||||
Period | |||||||||||||||||||
(Months) | Gross | Accumulated | Net | ||||||||||||||||
Amortization | |||||||||||||||||||
Customer relationships | 180 | 180 | $ | 16,156 | $ | (4,439 | ) | $ | 11,717 | ||||||||||
Marketing-related | 160 | 48-180 | 77,379 | (22,636 | ) | 54,743 | |||||||||||||
Contract-based | 58 | Dec-60 | 19,808 | (15,449 | ) | 4,359 | |||||||||||||
Technology-based | 12 | 12 | 7,773 | (7,773 | ) | — | |||||||||||||
Total intangible assets | $ | 121,116 | $ | (50,297 | ) | $ | 70,819 | ||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 4. Commitments and Contingencies |
Operating Leases | |
We lease office space, including our corporate headquarters in Austin, Texas, under non-cancelable operating leases. Rent expense under these operating leases was $1.3 million and $1.1 million for the three months ended March 31, 2015 and 2014, respectively. | |
Legal Matters | |
From time to time, we may be involved in litigation relating to claims arising in the ordinary course of business. Management believes that there are no claims or actions pending or threatened against the Company, the ultimate disposition of which would have a material impact on our consolidated financial position, results of operations or cash flows. |
Stockholders_Equity_and_StockB
Stockholders' Equity and Stock-Based Compensation | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Stockholders' Equity and Stock-Based Compensation | 5. Stockholders’ Equity and Stock-Based Compensation | ||||||||
Common Stock | |||||||||
Our certificate of incorporation authorizes shares of stock as follows: 150,000,000 shares of Series 1 common stock, 6,107,494 shares of Series 2 common stock and 10,000,000 shares of preferred stock. The common and preferred stock have a par value of $0.001 per share. As of March 31, 2015 and December 31, 2014, 53,410,980 and 54,253,452 shares of Series 1 common stock were outstanding, respectively. As of March 31, 2015 and December 31, 2014, zero shares of preferred stock and Series 2 common stock were outstanding. | |||||||||
In March 2014, the holders of all 6,107,494 shares of Series 2 common stock outstanding converted such shares into 6,107,494 fully paid and nonassessable shares of Series 1 common stock. Following such conversion, no shares of Series 2 common stock remained outstanding. | |||||||||
Each share of common stock is entitled to one vote at all meetings of stockholders, except each share of Series 2 common stock is not entitled to vote in connection with the election of the members of our board of directors. The number of authorized shares of common stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Company representing a majority of the votes represented by all outstanding shares of capital stock of the Company entitled to vote. The holders of common stock are also entitled to receive dividends, when, if and as declared by our board of directors, whenever funds are legally available therefore, subject to the priority rights of any outstanding preferred stock. | |||||||||
Share Repurchase | |||||||||
On February 5, 2015 our board of directors authorized the repurchase of up to $100 million worth of shares of our Series 1 common stock over a period of up to 24 months. During the three months ended March 31, 2015, we repurchased 1,397,249 shares of Series 1 common stock at an aggregate purchase price of $24.5 million. | |||||||||
Stock-Based Compensation | |||||||||
In July 2013, our board of directors and stockholders approved our 2013 Equity Incentive Plan (the “2013 Plan”) and our 2013 Employee Stock Purchase Plan (the “2013 Purchase Plan”). When the 2013 Plan took effect, all shares available for grant under our 2007 Stock Plan, as amended (the “2007 Plan”), were transferred into the share pool of the 2013 Plan. Subsequent to our initial public offering, we have not granted, and will not grant in the future, any additional awards under the 2007 Plan. However, the 2007 Plan will continue to govern the terms and conditions of all outstanding equity awards granted under the 2007 Plan. | |||||||||
2013 Equity Incentive Plan | |||||||||
Under our 2013 Plan, the following awards types may be granted: stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other cash-based or stock-based awards. To date we have granted non-statutory stock options and restricted stock units. Restricted stock units represent rights to receive shares of our Series 1 common stock (or their value in cash) at a future date without payment of a purchase price. Holders of restricted stock units have no voting rights or rights to receive cash dividends unless and until shares of Series 1 common stock are issued in settlement of such awards. The compensation committee of our board of directors, or a committee appointed by the compensation committee, determines the term of the option, option price, number of shares for which each option and restricted stock unit is granted, whether restrictions will be imposed on the shares subject to the option or restricted stock unit, and the vesting period for each option and restricted stock unit. Awards granted under the 2013 Plan generally vest over four years. The term of each option is no more than ten years from grant date. | |||||||||
2007 Stock Plan | |||||||||
Options granted under the 2007 Plan are either incentive stock options or nonstatutory stock options. Our board of directors determined the term of the option, option price, number of shares for which each option was granted, whether restrictions were imposed on the shares subject to the option, and the vesting period for each option. Generally, options become 25% vested after one year of service, with the remaining 75% vesting on a pro-rata basis over the remaining three years. The term of each option is ten years from grant date. | |||||||||
Stock-based compensation expense for all employee share-based payment awards is based upon the grant date fair value. We recognize compensation costs, net of estimated forfeitures, on a straight-line basis over the requisite service period of the award. Forfeiture rates are estimated at grant date based on historical experience and adjusted in subsequent periods for differences in actual forfeitures from our previous estimates. We recorded stock-based compensation expense of $6.8 million and $5.0 million for the three months ended March 31, 2015 and 2014, respectively. We include stock-based compensation expense in cost and expenses consistent with the classification of respective employees’ cash compensation in our consolidated statements of operations. Individuals exercised 425,307 and 955,717 stock options during the three months ended March 31, 2015 and 2014, respectively. | |||||||||
The fair value of common stock options granted during the three months ended March 31, 2015 and 2014 was estimated on the grant date using the Black-Scholes-Merton option-pricing model. The weighted-average assumptions for stock options granted are outlined in the following table: | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(unaudited) | |||||||||
Expected volatility | 51.3 | % | 56.8 | % | |||||
Expected term (in years) | 6 | 6 | |||||||
Risk-free rate of return | 1.8 | % | 1.9 | % | |||||
Expected dividend yield | — | — | |||||||
Due to our short history as a public company, our expected volatility is based on the volatility of comparable publicly traded entities. The expected term represents the period of time the stock options are expected to be outstanding and is based on the “simplified method”. We used the “simplified method” due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. The risk-free interest rate assumptions we use are based on observed market interest rates appropriate for the term of our stock options. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings Per Share | 6. Earnings Per Share | ||||||||
The rights of the holders of Series 1 and Series 2 common stock are identical, except with respect to voting. Each share of Series 1 and Series 2 common stock is entitled to one vote per share; however holders of Series 2 common stock are not entitled to vote in connection with the election of the members of our board of directors. Shares of Series 2 common stock may be converted into shares of Series 1 common stock at any time at the option of the stockholder. As of March 31, 2015 and 2014, no shares of Series 2 common stock were outstanding. | |||||||||
The following table sets forth the computation of basic and diluted loss per share of common stock (in thousands, except per share amounts): | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(unaudited) | |||||||||
Numerator | |||||||||
Net income | $ | 4,059 | $ | 6,075 | |||||
Denominator | |||||||||
Weighted average common shares outstanding - basic | 54,029 | 53,149 | |||||||
Dilutive effect of stock options, restricted stock units, and Employee Stock Purchase Plan shares | 1,006 | 2,413 | |||||||
Weighted average common shares outstanding - diluted | 55,035 | 55,562 | |||||||
Net income per share: | |||||||||
Basic | $ | 0.08 | $ | 0.11 | |||||
Diluted | $ | 0.07 | $ | 0.11 | |||||
The following common equivalent shares were excluded from the diluted net loss per share calculation, as their inclusion would have been anti-dilutive (in thousands): | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(unaudited) | |||||||||
Stock options | 2,962 | 1,085 | |||||||
Restricted stock units | 818 | 291 | |||||||
Employee Stock Purchase Plan shares | 385 | 2 | |||||||
Total | 4,165 | 1,378 | |||||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | 7. Fair Value Measurements | ||||||||||||||||
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP set forth a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers are Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop our own assumptions. | |||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): | |||||||||||||||||
Fair Value Measurements at March 31, 2015 (unaudited) | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets: | |||||||||||||||||
Money market deposit accounts | $ | 175,284 | $ | — | $ | — | $ | 175,284 | |||||||||
Liabilities: | |||||||||||||||||
Foreign exchange forward contract | $ | — | $ | — | $ | — | $ | — | |||||||||
Fair Value Measurements at December 31, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets: | |||||||||||||||||
Money market deposit accounts | $ | 170,196 | $ | — | $ | — | $ | 170,196 | |||||||||
Liabilities: | |||||||||||||||||
Foreign exchange forward contract | $ | — | $ | — | $ | — | $ | — | |||||||||
Money market funds are reported on our consolidated balance sheets as cash and cash equivalents, and derivative instruments are reported on our consolidated balance sheets as accrued expenses and other current liabilities. The fair value of our derivative instruments has been determined using pricing models that take into account the underlying contract terms, as well as all applicable inputs, such as currency rates. The derivative instruments have a fair value of $0.0 million as of March 31, 2015 and December 31, 2014 because we entered into such instruments on those period-ending dates. | |||||||||||||||||
Our other financial instruments consist primarily of accounts receivable, accounts payable, accrued liabilities and notes payable. The carrying value of these assets and liabilities approximate their respective fair values as of March 31, 2015 and December 31, 2014 due to the short-term maturities, or in the case of our long-term notes payable, based on the variable interest rate feature. As of March 31, 2015 and December 31, 2014, no significant fair value adjustments were required for nonfinancial assets and liabilities. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes |
For the three months ended March 31, 2015 and 2014, we recorded income tax expense of $2.4 million and $4.2 million, resulting in an effective tax rate of 37.1% and 41.1%, respectively. As of March 31, 2015, our effective tax rate estimate for the year ended December 31, 2015 differed from the statutory rate primarily due to tax charges associated with, non-deductible stock-based compensation charges, non-deductible deferred compensation expenses and state taxes, which are partially offset by the effect of different statutory tax rates in foreign jurisdictions and the benefit of disqualifying dispositions of incentive stock options. As of March 31, 2014, our effective tax rate estimate for the year ended December 31, 2014 differed from the statutory rate primarily due to tax charges associated with the implementation of our global corporate restructuring plan in the first fiscal quarter of 2014, non-deductible stock-based compensation charges, non-deductible deferred compensation expenses and state taxes, which is partially offset by the effect of different statutory tax rates in foreign jurisdictions and the benefit of disqualifying dispositions of incentive stock options. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
As used in this report, the terms “we,” “the Company,” “us” or “our” refer to RetailMeNot, Inc. and its wholly-owned subsidiaries. The condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, and Securities and Exchange Commission, or SEC, requirements for interim financial statements. All significant intercompany transactions and balances have been eliminated. | |
The accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2014, which are included in our Annual Report on Form 10-K for the year ended December 31, 2014. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other period. | |
Significant Estimates and Judgments | Significant Estimates and Judgments |
The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of net revenues and expenses during the reporting periods. These estimates and assumptions could have a material effect on our future results of operations and financial position. Significant items subject to our estimates and assumptions include stock-based compensation, income taxes, valuation of acquired goodwill and intangible assets, allowance for doubtful accounts, revenue returns reserve, unrecognized tax benefits, acquisition-related contingent liabilities and the useful lives of property and equipment and intangible assets. As a result, actual amounts could differ from those presented herein. | |
Business Segment | Business Segment |
We have one operating and reporting segment consisting of various products and services that are all related to our marketplace for digital offers. Our chief operating decision maker is our Chief Executive Officer. Our Chief Executive Officer allocates resources and assesses performance of the business and other activities at a single reporting segment level. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
All highly-liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. | |
Accounts Receivable, Net | Accounts Receivable, Net |
Accounts receivable, net represent amounts due from retailers, primarily through various performance marketing networks, for commissions earned on consumer purchases and amounts due for premium placement advertising. We record an allowance for doubtful accounts in an amount equal to the estimated probable losses net of recoveries, which are based on an analysis of historical bad debt, current receivables aging and expected future write-offs of uncollectible accounts, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. Accounts receivable are written off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. | |
Property and Equipment, Net | Property and Equipment, Net |
Property and equipment, net includes assets such as furniture and fixtures, leasehold improvements, computer hardware, office and telephone equipment and certain capitalized internally developed software and website development costs. We record property and equipment at cost less accumulated depreciation and amortization, using the straight-line method. Ordinary maintenance and repairs are charged to expense, while expenditures that extend the physical or economic life of the assets are capitalized. Property and equipment are depreciated over their estimated economic lives, which range from three to five years, using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated useful lives of the improvements or the lease term. Capitalized internally developed software and website development costs are depreciated over their estimated useful lives, which range from two to three years. We perform reviews for the impairment of property and equipment when management believes events or circumstances indicate the carrying amount of an asset may not be recoverable. | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets |
Goodwill arises from business combinations and is measured as the excess of the cost of the business acquired over the sum of the acquisition-date fair values of tangible and identifiable intangible assets acquired, less any liabilities assumed. | |
We evaluate goodwill for impairment annually on October 1, during the fourth quarter of each year, or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. Events or circumstances that could trigger an impairment test include, but are not limited to, a significant adverse change in the business climate or in legal factors, an adverse action or assessment by a regulator, a loss of key personnel, significant changes in our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, significant underperformance relative to operating performance indicators and significant changes in competition. The Company determined that no triggering events occurred during the three months ended March 31, 2015. | |
We evaluate the recoverability of goodwill using a two-step impairment process tested at our sole reporting segment level. In the first step, the fair value for our reporting unit is compared to our book value including goodwill. If the fair value is less than the book value, a second step is performed that compares the implied fair value of goodwill to the book value of the goodwill. The fair value for the implied goodwill is determined based on the difference between the fair value of the sole reporting segment and the net fair value of the identifiable assets and liabilities excluding goodwill. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment charge in the consolidated statements of operations. We did not record any goodwill impairment charges during the three months ended March 31, 2015 and 2014. | |
Identifiable intangible assets consist of acquired customer intangible assets, marketing-related intangible assets, contract-based intangible assets, and technology-based intangible assets. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line or accelerated basis. See Note 3, “Goodwill and Other Intangible Assets”. The method of amortization applied represents our best estimate of the distribution of the economic value of the identifiable intangible assets. The factors we consider in determining the useful lives of identifiable intangible assets included the extent to which expected future cash flows would be affected by our intent and ability to retain use of these assets, including the period of time that would capture 90% or more of the assets value on a perpetuity basis. | |
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. When such events occur, we compare the carrying amounts of the assets to their undiscounted cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and the fair value. | |
Revenue Recognition | Revenue Recognition |
We recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the fee to the paid retailer, defined as a retailer with which we have a contract, is fixed or determinable and collectability of the resulting receivable is reasonably assured. For commission revenues, which represent the substantial majority of our net revenues, revenue recognition generally occurs when a consumer, having visited one of our websites and clicked on a digital offer for a paid retailer makes a purchase with such paid retailer, and completion of the order is reported to us by such paid retailer, either directly or through a performance marketing network. The reporting by the paid retailer includes the amount of commissions the paid retailer has calculated as owing to us. Certain paid retailers do not provide reporting until a commission payment is made. In those cases, which have historically not been significant, we record commission revenues on a cash basis. For advertising revenues, revenue recognition occurs when we display a paid retailer’s advertisements on our websites or mobile applications. | |
Multiple Element Arrangements. When we enter into revenue arrangements with certain paid retailers that are comprised of multiple deliverables, we allocate consideration to all deliverables based on the relative selling price method in accordance with the selling price hierarchy. The objective of the hierarchy is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis and requires the use of: (1) vendor-specific objective evidence, or VSOE, if available; (2) third-party evidence, or TPE, if VSOE is not available; and (3) best estimate of selling price, or BESP, if neither VSOE nor TPE is available. | |
VSOE. We determine VSOE based on our historical pricing and discounting practices for the specific service when sold separately. In determining VSOE, we require that a substantial majority of the stand-alone selling prices for these services fall within a reasonably narrow pricing range. We have not historically sold our services within a reasonably narrow pricing range. As a result, we have not been able to establish VSOE. | |
TPE. When VSOE cannot be established for deliverables in multiple element arrangements, we apply judgment with respect to whether we can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, our go-to-market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that the comparable pricing of services cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor services’ selling prices are on a stand-alone basis. As a result, we have not been able to establish selling price based on TPE. | |
BESP. When we are unable to establish selling price using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. BESP is generally used to allocate the selling price to deliverables in our multiple element arrangements. We determine BESP for deliverables by considering multiple factors including, but not limited to, prices we charge for similar offerings, market conditions, competitive landscape and pricing practices. We limit the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. | |
If the facts and circumstances underlying the factors we considered change or should future facts and circumstances lead us to consider additional factors, both our determination of our relative selling price under the hierarchy and our BESPs could change in future periods. | |
We estimate and record a reserve based upon actual, historical return rates as reported to us by paid retailers to provide for end-user cancelations or product returns, which may not be reported by the paid retailer or performance marketing network until a subsequent date. As such, we report commission revenues net of the estimated returns reserve. Net revenues are reported net of sales taxes, where applicable. | |
Our payment arrangements with paid retailers are both direct and through performance marketing networks, which act as intermediaries between the paid retailers and us. No paid retailer individually accounted for more than 10% of net revenues or accounts receivable as of and for the three months ended March 31, 2015 and 2014. | |
Cost of Net Revenues | Cost of Net Revenues |
Cost of net revenues is composed of direct and indirect costs incurred to generate revenue. These costs consist of personnel costs of our salaried merchandising and technology support employees and fees paid to third-party contractors engaged in the operation and maintenance of our existing websites and mobile applications. Such technology costs also include website hosting and Internet service costs. Other costs include allocated facility and general information technology costs. | |
Sales and Marketing Expense | Sales and Marketing Expense |
Our sales and marketing expense consists of personnel costs for our sales, marketing, search engine optimization, search engine marketing and business analytics employees, as well as online, brand and other marketing expenses. Our online, brand and other marketing costs include search engine fees, advertising on social networks, television advertising, promotions, display advertisements, creative development fees, public relations, email campaigns, trade shows and other general marketing costs. Other costs include allocated facility and general information technology costs. | |
Product Development | Product Development |
Our product development expense consists primarily of personnel costs of our product management and software engineering teams, as well as fees paid to third-party contractors and consultants engaged in the design, development, testing and improvement of the functionality and user experience of our websites and mobile applications. | |
General and Administrative Expense | General and Administrative Expense |
Our general and administrative expense represents personnel costs for employees involved in general corporate functions, including finance, accounting, legal and human resources, among others. Additional costs included in general and administrative expense include professional fees for legal, audit and other consulting services, the provision for doubtful accounts receivable, travel and entertainment, charitable contributions, recruiting, allocated facility and general information technology costs and other general corporate overhead expenses. | |
Stock-Based Compensation Expense | Stock-Based Compensation Expense |
Stock-based compensation expense is measured at the grant date based on the estimated fair value of the award, net of estimated forfeitures. We recognize these compensation costs on a straight-line basis over the requisite service period of the award. Forfeiture rates are estimated at grant date based on historical experience and adjusted in subsequent periods for differences in actual forfeitures from those estimates. We include stock-based compensation expense in cost of net revenues and operating expenses in our consolidated statements of operations, consistent with the respective employees’ cash compensation. We determine the fair value of stock options on the grant date using the Black-Scholes-Merton valuation model. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and notes payable, approximate fair value due to the instruments’ short-term maturities or, in the case of the long-term notes payable, based on the variable interest rate feature. We record derivative liabilities at fair value. | |
Income Taxes | Income Taxes |
The provision for income taxes is determined using the asset and liability method. Deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using the enacted tax rates that are applicable in a given year. The deferred tax assets are recorded net of a valuation allowance when, based on the available supporting evidence, we believe it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. | |
The Company may be subject to income tax audits by the respective tax authorities in any or all of the jurisdictions in which the Company operates or has operated within a relevant period, including the United States, the United Kingdom, France, Germany, and the Netherlands. Significant judgment is required in determining uncertain tax positions. We utilize a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. We adjust these reserves in light of changing facts and circumstances, such as the closing of an audit or the refinement of an estimate. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We include interest and penalties related to uncertain tax positions in the provision for income taxes on our consolidated statements of operations. | |
Foreign Currency | Foreign Currency |
Our operations outside of the U.S. generally use the local currency as their functional currency. Assets and liabilities for these operations are translated at exchange rates in effect at the balance sheet date. Income and expense accounts are translated at average exchange rates for the period. Foreign currency translation adjustments are recorded in accumulated other comprehensive income (loss). Gains and losses from foreign currency denominated transactions are recorded in other income (expense), net in our consolidated statements of operations. | |
Derivative Financial Instruments | Derivative Financial Instruments |
Our operations outside of the U.S. expose us to various market risks that may affect our consolidated results of operations, cash flows and financial position. These market risks include, but are not limited to, fluctuations in currency exchange rates. Our primary foreign currency exposures are in Euros and British Pound Sterling. As a result, we face exposure to adverse movements in currency exchange rates as the financial results of our operations are translated from local currency into U.S. dollars upon consolidation. | |
We have entered into a derivative instrument to hedge certain exposures of non-functional currency denominated intercompany loans and may enter into further such instruments in the future. We have not elected to apply hedge accounting or hedge accounting does not apply. Gains and losses resulting from a change in fair value for these derivatives are reflected in the period in which the change occurs and are recorded in other income (expense), net in our consolidated statement of operations. During the three months ended March 31, 2015, we recorded a gain of $1.0 million related to our foreign exchange derivative instrument, which settled on March 31, 2015. The fair value of our outstanding foreign exchange derivative instrument as of both March 31, 2015 and December 31, 2014, the dates on which we entered into those respective instruments, was $0.0 million. The notional amount of our outstanding foreign exchange derivative instrument as of both March 31, 2015 and December 31, 2014 was $9.0 million. We did not enter into any foreign exchange derivative instruments during the three months ended March 31, 2014. | |
We do not use financial instruments for trading or speculative purposes. Derivative instruments are recorded on the balance sheet at fair value and are short-term in duration. We are exposed to the risk that counterparties to derivative contracts may fail to meet their contractual obligations. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In May 2014, the Financial Accounting Standards Board, or FASB, issued new guidance that superseded previously existing revenue recognition requirements. The guidance provides a five-step process to recognize revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration expected in exchange for those goods and services. The guidance requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, using one of two retrospective application methods. Early adoption is not permitted. On April 1, 2015, the FASB proposed deferring the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2016. We are currently evaluating which of the two retrospective application methods we will use and the effect that the adoption of this guidance will have on our consolidated financial statements. | |
In April 2015, the FASB issued new guidance that amends the balance sheet presentation of debt issuance costs. The guidance requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. The guidance requires retrospective application and is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The guidance is not expected to have a material impact on our consolidated financial statements. | |
In April 2015, the FASB issued new guidance clarifying whether a customer should account for a cloud computing arrangement as an acquisition of a software license or as a service arrangement by providing characteristics that a cloud computing arrangement must have in order to be accounted for as a software license acquisition. The guidance allows either retrospective or prospective application and is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The guidance is not expected to have a material impact on our consolidated financial statements. |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||
Summary of Changes in Goodwill Balance | Changes in our goodwill balance for the year ended December 31, 2014 and the three months ended March 31, 2015 are summarized in the table below (in thousands): | ||||||||||||||||||
Balance at December 31, 2013 | $ | 179,659 | |||||||||||||||||
Acquired in business combinations | 75 | ||||||||||||||||||
Foreign currency translation adjustment | (2,807 | ) | |||||||||||||||||
Balance at December 31, 2014 | 176,927 | ||||||||||||||||||
Acquired in business combinations | — | ||||||||||||||||||
Foreign currency translation adjustment | (2,299 | ) | |||||||||||||||||
Balance at March 31, 2015 (unaudited) | $ | 174,628 | |||||||||||||||||
Schedule of Intangible Assets | Intangible assets consisted of the following as of March 31, 2015 and December 31, 2014 (dollars in thousands): | ||||||||||||||||||
Weighted- | Estimated | ||||||||||||||||||
Average | Useful Life | ||||||||||||||||||
Amortization | (Months) | March 31, 2015 (unaudited) | |||||||||||||||||
Period | |||||||||||||||||||
(Months) | Gross | Accumulated | Net | ||||||||||||||||
Amortization | |||||||||||||||||||
Customer relationships | 180 | 180 | $ | 16,079 | $ | (4,696 | ) | $ | 11,383 | ||||||||||
Marketing-related | 160 | 48-180 | 76,366 | (23,930 | ) | 52,436 | |||||||||||||
Contract-based | 58 | Dec-60 | 19,753 | (16,325 | ) | 3,428 | |||||||||||||
Technology-based | 12 | 12 | 7,637 | (7,637 | ) | — | |||||||||||||
Total intangible assets | $ | 119,835 | $ | (52,588 | ) | $ | 67,247 | ||||||||||||
Weighted- | Estimated | ||||||||||||||||||
Average | Useful Life | ||||||||||||||||||
Amortization | (Months) | December 31, 2014 | |||||||||||||||||
Period | |||||||||||||||||||
(Months) | Gross | Accumulated | Net | ||||||||||||||||
Amortization | |||||||||||||||||||
Customer relationships | 180 | 180 | $ | 16,156 | $ | (4,439 | ) | $ | 11,717 | ||||||||||
Marketing-related | 160 | 48-180 | 77,379 | (22,636 | ) | 54,743 | |||||||||||||
Contract-based | 58 | Dec-60 | 19,808 | (15,449 | ) | 4,359 | |||||||||||||
Technology-based | 12 | 12 | 7,773 | (7,773 | ) | — | |||||||||||||
Total intangible assets | $ | 121,116 | $ | (50,297 | ) | $ | 70,819 | ||||||||||||
Stockholders_Equity_and_StockB1
Stockholders' Equity and Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Summary of Weighted Average Assumptions for Stock Options Granted | The fair value of common stock options granted during the three months ended March 31, 2015 and 2014 was estimated on the grant date using the Black-Scholes-Merton option-pricing model. The weighted-average assumptions for stock options granted are outlined in the following table: | ||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(unaudited) | |||||||||
Expected volatility | 51.3 | % | 56.8 | % | |||||
Expected term (in years) | 6 | 6 | |||||||
Risk-free rate of return | 1.8 | % | 1.9 | % | |||||
Expected dividend yield | — | — |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of Computation of Basic and Diluted Loss Per Share of Common Stock | The following table sets forth the computation of basic and diluted loss per share of common stock (in thousands, except per share amounts): | ||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(unaudited) | |||||||||
Numerator | |||||||||
Net income | $ | 4,059 | $ | 6,075 | |||||
Denominator | |||||||||
Weighted average common shares outstanding - basic | 54,029 | 53,149 | |||||||
Dilutive effect of stock options, restricted stock units, and Employee Stock Purchase Plan shares | 1,006 | 2,413 | |||||||
Weighted average common shares outstanding - diluted | 55,035 | 55,562 | |||||||
Net income per share: | |||||||||
Basic | $ | 0.08 | $ | 0.11 | |||||
Diluted | $ | 0.07 | $ | 0.11 | |||||
Schedule of Common Equivalent Shares Excluded from Diluted Net Loss Per Share Calculation | The following common equivalent shares were excluded from the diluted net loss per share calculation, as their inclusion would have been anti-dilutive (in thousands): | ||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(unaudited) | |||||||||
Stock options | 2,962 | 1,085 | |||||||
Restricted stock units | 818 | 291 | |||||||
Employee Stock Purchase Plan shares | 385 | 2 | |||||||
Total | 4,165 | 1,378 | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): | ||||||||||||||||
Fair Value Measurements at March 31, 2015 (unaudited) | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets: | |||||||||||||||||
Money market deposit accounts | $ | 175,284 | $ | — | $ | — | $ | 175,284 | |||||||||
Liabilities: | |||||||||||||||||
Foreign exchange forward contract | $ | — | $ | — | $ | — | $ | — | |||||||||
Fair Value Measurements at December 31, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets: | |||||||||||||||||
Money market deposit accounts | $ | 170,196 | $ | — | $ | — | $ | 170,196 | |||||||||
Liabilities: | |||||||||||||||||
Foreign exchange forward contract | $ | — | $ | — | $ | — | $ | — |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Segment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of operating segments | 1 | ||
Goodwill impairment charges recorded | $0 | $0 | |
Description of concentration risk | No paid retailer individually accounted for more than 10% of net revenues or accounts receivable | ||
Gain related to foreign exchange derivative instrument | 1,000,000 | ||
Fair value of foreign exchange derivative instrument | 0 | 0 | |
Notional Amount of foreign exchange derivative instrument | $9,000,000 | $9,000,000 | |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of paid retailer individually accounted for more than 10% of net revenues or accounts receivable | 0 | 0 | |
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated economic lives of property and equipment | 3 years | ||
Estimated lives of software and website development costs | 2 years | ||
Percentage of the intangible asset's value on a perpetuity basis | 90.00% | ||
Minimum [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Minimum percentage of sales by significant retailer | 10.00% | 10.00% | |
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated economic lives of property and equipment | 5 years | ||
Estimated lives of software and website development costs | 3 years |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Summary of Changes in Goodwill Balance (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $176,927 | $179,659 |
Acquired in business combinations | 75 | |
Foreign currency translation adjustment | -2,299 | -2,807 |
Ending Balance | $174,628 | $176,927 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $119,835 | $121,116 |
Accumulated Amortization | -52,588 | -50,297 |
Net | 67,247 | 70,819 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Months) | 2 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Months) | 3 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted - Average Amortization Period | 180 months | 180 months |
Estimated Useful Life (Months) | 180 months | 180 months |
Gross | 16,079 | 16,156 |
Accumulated Amortization | -4,696 | -4,439 |
Net | 11,383 | 11,717 |
Marketing-Related [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted - Average Amortization Period | 160 months | 160 months |
Gross | 76,366 | 77,379 |
Accumulated Amortization | -23,930 | -22,636 |
Net | 52,436 | 54,743 |
Marketing-Related [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Months) | 48 months | 48 months |
Marketing-Related [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Months) | 180 months | 180 months |
Contract-Based [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted - Average Amortization Period | 58 months | 58 months |
Gross | 19,753 | 19,808 |
Accumulated Amortization | -16,325 | -15,449 |
Net | 3,428 | 4,359 |
Contract-Based [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Months) | 12 months | 12 months |
Contract-Based [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Months) | 60 months | 60 months |
Technology-Based [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted - Average Amortization Period | 12 months | 12 months |
Estimated Useful Life (Months) | 12 months | 12 months |
Gross | 7,637 | 7,773 |
Accumulated Amortization | ($7,637) | ($7,773) |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense under operating leases | $1.30 | $1.10 |
Stockholders_Equity_and_StockB2
Stockholders' Equity and Stock-Based Compensation - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Feb. 05, 2015 | Dec. 31, 2014 | |
Stock Based Compensation and Stockholders Equity [Line Items] | |||||
Preferred stock, Authorized | 10,000,000 | 10,000,000 | |||
Common stock, Par value | $0.00 | ||||
Preferred stock, Par value | $0.00 | $0.00 | |||
Preferred stock, Shares outstanding | 0 | 0 | |||
Series 2 common stock, shares converted to Series 1 common stock | 6,107,494 | ||||
Share based compensation expense | $6,800,000 | $5,000,000 | |||
Exercise of stock options, Shares | 425,307 | 955,717 | |||
Series 1 Common Stock [Member] | |||||
Stock Based Compensation and Stockholders Equity [Line Items] | |||||
Common stock, Shares authorized | 150,000,000 | 150,000,000 | |||
Common stock, Par value | $0.00 | $0.00 | |||
Common stock, Shares outstanding | 53,410,980 | 54,253,452 | |||
Stock repurchased during period, Value | 100,000,000 | ||||
Stock repurchase program, Period | 24 months | ||||
Stock repurchased during period, Shares | 1,397,249 | ||||
Stock repurchased during period, Value | $24,500,000 | ||||
Series 2 Common Stock [Member] | |||||
Stock Based Compensation and Stockholders Equity [Line Items] | |||||
Common stock, Shares authorized | 6,107,494 | 6,107,494 | |||
Common stock, Par value | $0.00 | $0.00 | |||
Common stock, Shares outstanding | 0 | 0 | 0 | 0 | |
Voting right of each share of common stock, excluding Board representation | 1 | ||||
2013 Equity Incentive Plan [Member] | |||||
Stock Based Compensation and Stockholders Equity [Line Items] | |||||
Vesting period | 4 years | ||||
Term of option | 10 years | ||||
2007 Stock Plan [Member] | |||||
Stock Based Compensation and Stockholders Equity [Line Items] | |||||
Term of option | 10 years | ||||
2007 Stock Plan [Member] | Vesting After 1 Year [Member] | |||||
Stock Based Compensation and Stockholders Equity [Line Items] | |||||
Vesting period | 1 year | ||||
Vesting percentage | 25.00% | ||||
2007 Stock Plan [Member] | Vesting Over The Remaining 3 Years [Member] | |||||
Stock Based Compensation and Stockholders Equity [Line Items] | |||||
Vesting period | 3 years | ||||
Vesting percentage | 75.00% |
Stockholders_Equity_and_StockB3
Stockholders' Equity and Stock-Based Compensation - Summary of Weighted Average Assumptions for Stock Options Granted (Detail) (Employee Stock Option [Member]) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 51.30% | 56.80% |
Expected term (in years) | 6 years | 6 years |
Risk-free rate of return | 1.80% | 1.90% |
Expected dividend yield |
Earnings_Per_Share_Additional_
Earnings Per Share - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | |
Vote | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Voting right of each share of common stock | 1 | ||
Series 2 Common Stock [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Common stock, Shares outstanding | 0 | 0 | 0 |
Earnings_Per_Share_Schedule_of
Earnings Per Share - Schedule of Computation of Basic and Diluted Loss Per Share of Common Stock (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Net income | $4,059 | $6,075 |
Weighted average common shares outstanding - basic | 54,029 | 53,149 |
Dilutive effect of stock options, restricted stock units, and Employee Stock Purchase Plan shares | 1,006 | 2,413 |
Weighted average common shares outstanding - diluted | 55,035 | 55,562 |
Net income per share: | ||
Basic | $0.08 | $0.11 |
Diluted | $0.07 | $0.11 |
Earnings_Per_Share_Schedule_of1
Earnings Per Share - Schedule of Common Equivalent Shares Excluded from Diluted Net Loss Per Share Calculation (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common equivalent shares | 4,165 | 1,378 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common equivalent shares | 2,962 | 1,085 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common equivalent shares | 818 | 291 |
Employee Stock Purchase Plan Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common equivalent shares | 385 | 2 |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Fair Value, Measurements, Recurring [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Money Market Deposit Accounts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market deposit accounts | $175,284 | $170,196 |
Foreign Exchange Forward Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign exchange forward contract | 0 | 0 |
Level 1 [Member] | Money Market Deposit Accounts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market deposit accounts | 175,284 | 170,196 |
Level 1 [Member] | Foreign Exchange Forward Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign exchange forward contract | 0 | 0 |
Level 2 [Member] | Foreign Exchange Forward Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign exchange forward contract | 0 | 0 |
Level 3 [Member] | Foreign Exchange Forward Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign exchange forward contract | $0 | $0 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Derivative instruments, fair value | $0 | $0 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $2,393 | $4,246 |
Effective tax rate | 37.10% | 41.10% |