Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document Information [Line Items] | ||
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 | FLTX | |
Entity Registrant Name | FLEETMATICS GROUP PLC | |
Entity Central Index Key | 1526160 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 38,225,635 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash | $172,173 | $175,400 |
Restricted cash | 141 | |
Accounts receivable, net of allowances of $2,877 and $2,200 at March 31, 2015 and December 31, 2014, respectively | 20,892 | 16,876 |
Deferred tax assets | 7,435 | 7,458 |
Prepaid expenses and other current assets | 14,425 | 13,379 |
Total current assets | 215,066 | 213,113 |
Property and equipment, net | 82,456 | 79,734 |
Goodwill | 38,835 | 30,207 |
Intangible assets, net | 7,907 | 6,460 |
Deferred tax assets, net | 6,232 | 6,353 |
Other assets | 10,729 | 10,829 |
Total assets | 361,225 | 346,696 |
Current liabilities: | ||
Accounts payable | 10,534 | 8,001 |
Accrued expenses and other current liabilities | 24,485 | 24,307 |
Deferred revenue | 24,319 | 22,592 |
Total current liabilities | 59,338 | 54,900 |
Deferred revenue | 9,941 | 10,241 |
Accrued income taxes | 3,573 | 3,164 |
Long-term debt, net of discount of $681 at March 31, 2015 | 23,069 | 23,750 |
Other liabilities | 4,100 | 2,356 |
Total liabilities | 100,021 | 94,411 |
Commitments and contingencies (Note 14) | ||
Shareholders' equity: | ||
Additional paid-in capital | 306,533 | 302,881 |
Accumulated other comprehensive loss | -7,460 | -970 |
Accumulated deficit | -38,600 | -50,351 |
Total shareholders' equity | 261,204 | 252,285 |
Total liabilities and shareholders' equity | 361,225 | 346,696 |
Ordinary Shares | ||
Shareholders' equity: | ||
Common shares, value | $731 | $725 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | Ordinary Shares | Ordinary Shares |
EUR (€) | EUR (€) | |||
Allowance for Doubtful Accounts Receivable | $2,877 | $2,200 | ||
Long-term debt, discount | $681 | |||
Common shares, par value | € 0.02 | € 0.02 | ||
Common shares, shares authorized | 66,666,663 | 66,666,663 | ||
Common shares, shares issued | 38,217,823 | 37,875,815 | ||
Common shares, shares outstanding | 38,217,823 | 37,875,815 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Subscription revenue | $65,471 | $51,897 |
Cost of subscription revenue | 17,185 | 12,746 |
Gross profit | 48,286 | 39,151 |
Operating expenses: | ||
Sales and marketing | 23,269 | 18,362 |
Research and development | 4,597 | 4,177 |
General and administrative | 11,685 | 11,272 |
Total operating expenses | 39,551 | 33,811 |
Income from operations | 8,735 | 5,340 |
Interest income (expense), net | -269 | -163 |
Foreign currency transaction gain (loss), net | 4,969 | -48 |
Loss on extinguishment of debt | -107 | |
Other income (expense), net | 41 | |
Income before income taxes | 13,328 | 5,170 |
Provision for income taxes | 1,577 | 1,542 |
Net income | $11,751 | $3,628 |
Net income per share: | ||
Basic | $0.31 | $0.10 |
Diluted | $0.30 | $0.09 |
Weighted average ordinary shares outstanding: | ||
Basic | 37,989,086 | 37,129,314 |
Diluted | 39,025,216 | 38,366,942 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net income | $11,751 | $3,628 |
Other comprehensive loss: | ||
Foreign currency translation adjustment, net of tax of $0 | -6,490 | -81 |
Total other comprehensive loss | -6,490 | -81 |
Comprehensive income | $5,261 | $3,547 |
CONSOLIDATED_STATEMENTS_OF_COM1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Foreign currency translation adjustments, tax | $0 | $0 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income | $11,751 | $3,628 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 6,566 | 4,303 |
Amortization of capitalized in-vehicle devices owned by customers | 426 | 286 |
Amortization of intangible assets | 585 | 594 |
Amortization of deferred commissions, other deferred costs and debt discount | 2,486 | 1,773 |
Provision for (benefit from) deferred tax assets | 78 | |
Provision for accounts receivable allowances | 503 | 790 |
Unrealized foreign currency transaction (gain) loss | -5,045 | 20 |
Loss on disposal of property and equipment and other assets | 559 | 417 |
Share-based compensation | 4,543 | 3,004 |
Excess tax benefits from share-based awards | -1,063 | -96 |
Loss on extinguishment of debt | 107 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | -4,396 | 913 |
Prepaid expenses and other current and long-term assets | -3,028 | -2,114 |
Accounts payable, accrued expenses and other current liabilities | 1,485 | 2,112 |
Accrued income taxes | 423 | 263 |
Deferred revenue | 1,392 | 4,287 |
Net cash provided by (used in) operating activities | 17,294 | 20,258 |
Cash flows from investing activities: | ||
Purchases of property and equipment | -9,091 | -8,115 |
Capitalization of internal-use software costs | -982 | -416 |
Proceeds from sale of property and equipment | 41 | |
Payment for business acquired, net of cash acquired | -7,673 | |
Net (increase) decrease in restricted cash | -149 | 64 |
Net cash used in investing activities | -17,895 | -8,426 |
Cash flows from financing activities: | ||
Payments of borrowings under Revolving Credit Facility | -23,750 | |
Proceeds from borrowings under Credit Facility | 22,541 | |
Proceeds from exercise of stock options | 1,303 | 770 |
Taxes paid related to net share settlement of equity awards | -2,551 | -1,368 |
Excess tax benefits from share-based awards | 1,063 | 96 |
Payments of capital lease obligations | -174 | -156 |
Payments of notes payable | -210 | -45 |
Net cash used in financing activities | -1,778 | -703 |
Effect of exchange rate changes on cash | -848 | -108 |
Net increase (decrease) in cash | -3,227 | 11,021 |
Cash, beginning of period | 175,400 | 137,171 |
Cash, end of period | 172,173 | 148,192 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 231 | 175 |
Cash paid (refunds received), net for income taxes | 129 | -370 |
Supplemental disclosure of non-cash financing and investing activities: | ||
Acquisition of property and equipment and software through capital leases and notes payable | 494 | 1,315 |
Additions to property and equipment included in accounts payable or accrued expenses at the balance sheet dates | $2,410 | $2,025 |
Nature_of_the_Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2015 | |
Nature of the Business | 1. Nature of the Business |
Fleetmatics Group PLC (the “Company”) is a public limited company incorporated in the Republic of Ireland. On September 21, 2012, the Company changed its corporate structure from a private limited company to a public limited company. On that date, the Company became the holding company of Fleetmatics Group Limited (a private limited company incorporated in 2004 in the Republic of Ireland) and its subsidiaries by way of a share-for-share exchange in which the shareholders of Fleetmatics Group Limited exchanged their shares in Fleetmatics Group Limited for identical shares in Fleetmatics Group PLC. Upon the exchange, the historical consolidated financial statements of Fleetmatics Group Limited became the historical consolidated financial statements of Fleetmatics Group PLC. | |
The Company is a leading global provider of mobile workforce solutions delivered as software-as-a-service (“SaaS”). Its mobile software platform enables businesses to meet the challenges associated with managing their local fleets of commercial vehicles and improve productivity by extracting actionable business intelligence from real-time and historical vehicle and driver behavioral data. The Company offers intuitive, cost-effective Web-based and mobile solutions that provide fleet operators with visibility into vehicle location, fuel usage, speed and mileage and other insights into their mobile workforce, enabling them to reduce operating and capital costs, as well as increase revenue. An integrated, full-featured mobile workforce management product provides additional efficiencies related to job management by empowering the field worker and expediting the job completion process from quote through payment. New customers for the Company’s SaaS offerings typically enter into initial 36-month, non-cancelable subscription agreements for fleet management solutions and 12-month non-cancelable subscription agreements for field service management solutions, with amounts generally billed and due monthly; however, some customers prepay all or part of their contractual obligations quarterly, annually or for the full contract term in exchange for a prepayment discount that is reflected in the pricing of the contract. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies | |||
Basis of Presentation | ||||
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries after elimination of all significant intercompany accounts and transactions. All dollar amounts in the financial statements and in the notes to the consolidated financial statements, except share and per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. | ||||
The accompanying consolidated balance sheet as of March 31, 2015, the consolidated statements of operations, the consolidated statements of comprehensive income, and the consolidated statements of cash flows for the three months ended March 31, 2015 and 2014 are unaudited. The interim unaudited financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2015, the results of its operations, its comprehensive income, and its cash flows for the three months ended March 31, 2015 and 2014. The consolidated financial data and other information disclosed in these notes related to the three months ended March 31, 2015 and 2014 are also unaudited. The results for the three months ended March 31, 2015 are not necessarily indicative of results to be expected for the year ending December 31, 2015 or for any other interim periods or future year. | ||||
Certain information and footnote disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes have been condensed or omitted in these interim financial statements. Accordingly, these unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2014 included in its Annual Report on Form 10-K (“Annual Report”) filed with the Securities and Exchange Commission on February 27, 2015. | ||||
Fair Value Measurements | ||||
Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as 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. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is used to measure fair value: | ||||
• | Level 1—Quoted prices in active markets for identical assets or liabilities. Fleetmatics did not have any financial assets and liabilities as of March 31, 2015 designated as Level 1. | |||
• | Level 2—Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Fleetmatics did not have any financial assets and liabilities as of March 31, 2015 designated as Level 2. | |||
• | Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Fleetmatics has a contingent consideration assumed as a result of the Ornicar acquisition of $2.2 million as of March 31, 2015 designated as Level 3. The Company’s contingent purchase consideration is valued by probability weighting expected payment scenarios and then applying a discount based on the present value of the future cash flow streams. This liability is classified as Level 3 because the probability weighting of future payment scenarios is based on assumptions developed by management. The Company determined a probability weighting that is weighted towards Ornicar achieving certain unit sales and pricing targets at the time of acquisition and the discount rate that is based on the Company’s weighted average cost of capital which is then adjusted for the time value of money. The probability weighting will be adjusted as the actual results provide the Company with more reliable information to weight the probability scenarios. | |||
The carrying values of accounts receivable, accounts payable and accrued expenses and other liabilities (with the exception of the Level 3 fair value measurement noted above) approximate fair value due to the short-term nature of these assets and liabilities. As of March 31, 2015 and December 31, 2014, the Company had no other assets or liabilities that would be classified under this fair value hierarchy. | ||||
Deferred Commissions | ||||
The Company capitalizes commission costs that are incremental and directly related to the acquisition of customer contracts. For the majority of its customer contracts, the Company pays commissions in full when it receives the initial customer contract for a new subscription or a renewal subscription. For all other customer contracts, the Company pays commissions in full when it receives the initial customer payment for a new subscription or a renewal subscription. Commission costs are capitalized upon payment and are amortized as expense ratably over the term of the related non-cancelable customer contract, in proportion to the recognition of the subscription revenue. If a subscription agreement is terminated, the unamortized portion of any deferred commission cost is recognized as expense immediately. | ||||
Commission costs capitalized during the three months ended March 31, 2015 and 2014 totaled $2,549 and $2,020, respectively. Amortization of deferred commissions totaled $2,439 and $1,758 for the three months ended March 31, 2015 and 2014, respectively, and is included in sales and marketing expense in the consolidated statements of operations. Deferred commission costs, net of amortization, are included in other current and long-term assets in the consolidated balance sheets and totaled $15,538 and $15,496 as of March 31, 2015 and December 31, 2014, respectively. Foreign exchange differences also contribute to changes in the net amount of these deferred commission costs. | ||||
Capitalized In-Vehicle Device Costs | ||||
For customer arrangements in which we retain ownership of the in-vehicle devices installed in a customer’s fleet, we capitalize the cost of the in-vehicle devices (including installation and shipping costs) as a component of property and equipment in our consolidated balance sheets, and we depreciate these assets on a straight-line basis over their estimated useful life, which is currently six years. If a customer subscription agreement is canceled or expires prior to the end of the expected useful life of the in-vehicle device, the carrying value of the asset is depreciated in full with expense immediately recorded as cost of subscription revenue. The carrying value of these installed in-vehicle devices (including installation and shipping costs) was $63.7 million and $61.8 million at March 31, 2015 and December 31, 2014, respectively. Depreciation of these installed in-vehicle devices totaled is included in cost of subscription revenue in our consolidated statements of operations. | ||||
For the limited number of customer arrangements in which title to the in-vehicle devices transfers to the customer upon delivery or installation of the in-vehicle device (for which the Company receives an up-front fee from the customer), the Company defers the costs of the installed in-vehicle devices (including installation and shipping costs) as they are directly related to the revenue that the Company derives from the sale of the devices and that it recognizes ratably over the estimated average customer relationship period of six years. The Company capitalizes these in-vehicle device costs and amortizes the deferred costs as expense ratably over the estimated average customer relationship period, in proportion to the recognition of the up-front fee revenue. | ||||
Costs of in-vehicle devices owned by customers that were capitalized during the three months ended March 31, 2015 and 2014 totaled $12 and $31, respectively. Amortization of these capitalized costs totaled $426 and $286 for the three months ended March 31, 2015 and 2014, respectively, and is included in cost of subscription revenue in the consolidated statements of operations. Capitalized costs related to these in-vehicle devices of which title has transferred to customers, net of amortization, are included in other current and long-term assets in the consolidated balance sheets and totaled $2,039 and $2,398 as of March 31, 2015 and December 31, 2014, respectively. | ||||
Recently Issued and Adopted Accounting Pronouncements | ||||
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. | ||||
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern (“ASU 2014-15”). ASU 2014-15 addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. | ||||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard requires either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In April 2015, the FASB proposed deferring the effective date of the new accounting guidance related to revenue recognition 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, 2017. We are in the process of evaluating the impact that the adoption of the new revenue recognition standard issued in May 2014 will have on our consolidated financial statements and footnote disclosures. The Company is currently assessing the potential impact of the ASU No. 2014-09 on its consolidated financial statements. |
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Prepaid Expenses and Other Current Assets | 3. Prepaid Expenses and Other Current Assets | ||||||||
Prepaid expenses and other current assets consisted of the following at March 31, 2015 and December 31, 2014: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Deferred commission costs | $ | 8,162 | $ | 8,074 | |||||
Prepaid taxes/taxes receivable | 1,755 | 1,588 | |||||||
Prepaid software license fees and support | 1,247 | 854 | |||||||
Prepaid insurance | 1,156 | 1,021 | |||||||
Prepaid subscription service fees | 216 | 21 | |||||||
Capitalized costs of in-vehicle devices owned by customers | 175 | 360 | |||||||
Other | 1,714 | 1,461 | |||||||
Total | $ | 14,425 | $ | 13,379 | |||||
Property_and_Equipment
Property and Equipment | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property and Equipment | 4. Property and Equipment | ||||||||
Property and equipment consisted of the following at March 31, 2015 and December 31, 2014: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
In-vehicles—installed(1) | $ | 112,429 | $ | 108,181 | |||||
In-vehicles devices—uninstalled | 6,140 | 5,541 | |||||||
Computer equipment | 10,609 | 10,065 | |||||||
Internal-use software | 7,944 | 7,815 | |||||||
Furniture and fixtures | 1,961 | 1,981 | |||||||
Leasehold improvements | 2,698 | 2,477 | |||||||
Total property and equipment | 141,781 | 136,060 | |||||||
Less: Accumulated depreciation and amortization(1) | (59,325 | ) | (56,326 | ) | |||||
Property and equipment, net | $ | 82,456 | $ | 79,734 | |||||
-1 | During the quarter ended March 31, 2015, the Company removed $2,441 of fully depreciated in-vehicle devices no longer in service. | ||||||||
Depreciation and amortization expense related to property and equipment totaled $6,566 and $4,303 for the three months ended March 31, 2015 and 2014, respectively. Of those amounts, $5,974 and $3,864 for the three months ended March 31, 2015 and 2014, respectively, was recorded in cost of subscription revenue primarily related to depreciation of installed in-vehicle devices and amortization of internal-use software and the remaining costs were included in various operating expenses. The carrying value of installed in-vehicle devices (including shipping and installation costs), net of accumulated depreciation, was $63,679 and $61,804 at March 31, 2015 and December 31, 2014, respectively. Foreign exchange differences contribute to changes in the carrying value of installed in-vehicle devices. | |||||||||
During the three months ended March 31, 2015 and 2014, the Company capitalized costs of $982 and $416, respectively, associated with the development of its internal-use software related to its on-demand software accessed by customers via its website as well as customization and development of its internal business systems. Amortization expense of the internal-use software totaled $478 and $114 during the three months ended March 31, 2015 and 2014, respectively. The carrying value of capitalized internal-use software was $5,188 and $5,325 as of March 31, 2015 and December 31, 2014, respectively. Foreign exchange differences also contribute to changes in the carrying value of internal-use software. | |||||||||
As of March 31, 2015 and December 31, 2014, the gross amount of assets under capital leases totaled $3,496 and $3,327, respectively, and related accumulated amortization totaled $1,479 and $1,459, respectively. | |||||||||
During the three months ended March 31, 2015 and 2014, the Company expensed $559 and $417, respectively, in conjunction with the replacement of installed in-vehicle devices resulting from the Company’s proactive migration to the most recent technology and to a lesser degree a required replacement of those devices. The expense was recorded in cost of subscription revenue and is included in loss on disposal of property and equipment and other assets in the consolidated statements of cash flows. |
Business_Combination
Business Combination | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combination | 5. Business Combination | ||||
On February 19, 2015, the Company acquired all of the stock and equity interests of Ornicar SAS (“Ornicar”), a France-based privately-held SaaS provider of fleet management solutions. The total consideration of $10,634 consisted of $8,395 of cash paid to acquire all of the assets of Ornicar and to assume a nominal amount of liabilities and $2,239 of contingent consideration. The excess of the purchase price over the fair values of assets acquired and liabilities assumed was recorded as goodwill of $8,628. This acquisition reflects the Company’s global growth strategy to further expand into mainland Europe and to acquire additional customers in new territories. | |||||
The following table summarizes the purchase price for Ornicar and the estimated fair values of the separately identifiable assets acquired and liabilities assumed as of February 19, 2015: | |||||
Purchase consideration: | |||||
Total purchase price, net of cash acquired | $ | 9,912 | |||
Cash acquired | 722 | ||||
Total purchase consideration | $ | 10,634 | |||
Assets acquired and liabilities assumed: | |||||
Cash | $ | 722 | |||
Accounts receivable | 297 | ||||
Prepaid expenses and other current assets | 423 | ||||
Property and equipment | 103 | ||||
Other long-term assets | 7 | ||||
Identifiable intangible assets | 1,914 | ||||
Goodwill | 8,628 | ||||
Total assets acquired, inclusive of goodwill | 12,094 | ||||
Accounts payable, accrued expenses and other current liabilities | (823 | ) | |||
Deferred tax liabilities | (637 | ) | |||
Total liabilities assumed | (1,460 | ) | |||
Total | $ | 10,634 | |||
The estimated fair value of the intangible assets acquired as of the acquisition date was $1,914 with a useful life of three to eight years. The acquired intangible assets consisted of customer relationships, developed technology and trademarks. | |||||
The results of Ornicar have been included in the consolidated financial statements from the acquisition date of February 19, 2015. The results of Ornicar were not included in pro forma combined historical results of operation of the Company as they are not material. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets | ||||||||||||
As of March 31, 2015 and December 31, 2014, the carrying amount of goodwill was $38,835 and $30,207, respectively, and resulted from the acquisition of Ornicar in February 2015, KKT Srl (“KKT”) in May 2014, Connect2Field Holdings Pty Limited (“Connect2Field”) in August 2013 and SageQuest in July 2010. No impairment of goodwill was recorded during the three months ended March 31, 2015 or the year ended December 31, 2014. | |||||||||||||
The change in the carrying amount of goodwill for the three months ended March 31, 2015 was as follows (in thousands): | |||||||||||||
Balance at January 1, 2015 | $ | 30,207 | |||||||||||
Acquisition of Ornicar | 8,628 | ||||||||||||
Balance at March 31, 2015 | $ | 38,835 | |||||||||||
Intangible assets consisted of the following as of March 31, 2015 and December 31, 2014, with gross and net amounts of foreign currency-denominated intangible assets reflected at March 31, 2015 and December 31, 2014 exchange rates, respectively: | |||||||||||||
March 31, 2015 | |||||||||||||
Gross | Accumulated | Carrying | |||||||||||
Amount | Amortization | Value | |||||||||||
Customer relationships | $ | 12,757 | $ | (7,750 | ) | $ | 5,007 | ||||||
Acquired developed technology | 5,640 | (2,985 | ) | 2,655 | |||||||||
Trademarks | 523 | (393 | ) | 130 | |||||||||
Patent | 193 | (78 | ) | 115 | |||||||||
Total | $ | 19,113 | $ | (11,205 | ) | $ | 7,907 | ||||||
December 31, 2014 | |||||||||||||
Gross | Accumulated | Carrying | |||||||||||
Amount | Amortization | Value | |||||||||||
Customer relationships | $ | 11,100 | $ | (7,471 | ) | $ | 3,629 | ||||||
Acquired developed technology | 5,506 | (2,822 | ) | 2,684 | |||||||||
Trademarks | 400 | (387 | ) | 13 | |||||||||
Patent | 219 | (85 | ) | 134 | |||||||||
Total | $ | 17,225 | $ | (10,765 | ) | $ | 6,460 | ||||||
Amortization expense related to intangible assets was $585 and $594 for the three months ended March 31, 2015 and 2014, respectively. Of those amounts, amortization expense of $300 and $258 for the three months ended March 31, 2015 and 2014, respectively, was included in the cost of subscription revenue in the consolidated statements of operations, and amortization expense of $285 and $336 for the three months ended March 31, 2015 and 2014, respectively, was included in sales and marketing expense in the consolidated statements of operations. | |||||||||||||
We currently expect to amortize the following remaining amounts of intangible assets held at March 31, 2015 in the fiscal periods as follows: | |||||||||||||
Year ending December 31, | |||||||||||||
2015 | $ | 2,195 | |||||||||||
2016 | 2,164 | ||||||||||||
2017 | 1,369 | ||||||||||||
2018 | 989 | ||||||||||||
2019 | 780 | ||||||||||||
Thereafter | 410 | ||||||||||||
$ | 7,907 | ||||||||||||
Other_Assets
Other Assets | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Other Assets | 7. Other Assets | ||||||||
Other assets (non-current) consisted of the following as of March 31, 2015 and December 31, 2014: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Deferred commission costs | $ | 7,377 | $ | 7,423 | |||||
Capitalized costs of in-vehicle devices owned by customers | 1,864 | 2,037 | |||||||
Other | 1,488 | 1,369 | |||||||
Total | $ | 10,729 | $ | 10,829 | |||||
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities | ||||||||
Accrued expenses and other current liabilities consisted of the following as of March 31, 2015 and December 31, 2014: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Accrued payroll and related expenses | $ | 9,857 | $ | 10,862 | |||||
Accrued professional fees | 2,702 | 3,137 | |||||||
Accrued income taxes | 1,724 | 1,869 | |||||||
Accrued marketing expense | 1,239 | 934 | |||||||
Contingent consideration | 1,091 | — | |||||||
Accrued insurance expense | 861 | 337 | |||||||
Other | 7,011 | 7,168 | |||||||
Total | $ | 24,485 | $ | 24,307 | |||||
Other_Liabilities
Other Liabilities | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Other Liabilities | 9. Other Liabilities | ||||||||
Other liabilities (non-current) consisted of the following as of March 31, 2015 and December 31, 2014: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Accrued rent | $ | 1,331 | $ | 1,371 | |||||
Capital lease obligations | 1,008 | 918 | |||||||
Contingent consideration | 1,150 | 67 | |||||||
Deferred tax liabilities | 611 | — | |||||||
Total | $ | 4,100 | $ | 2,356 | |||||
Longterm_Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2015 | |
Long-term Debt | 10. Long-term Debt |
Credit Facility | |
On January 21, 2015, Fleetmatics Group PLC and its subsidiaries Fleetmatics USA, LLC and Fleetmatics Development Limited, as borrowers (the “Company”) entered into a Credit Agreement with Citibank, N.A., as administrative agent, and the lenders party thereto, for a senior, first-priority secured financing comprised of revolving loans, letters of credit and swing line loans in a total maximum amount of $125,000 (the “Credit Facility”). The Credit Facility consists of a five-year multi-currency revolving credit facility in a dollar amount of up to $125,000 which includes a sublimit of $5,000 for letters of credit and a $10,000 swing line facility. The Credit Facility also includes an accordion feature that allows the Company to increase the Credit Facility to a total of $200,000, subject to securing additional commitments from existing lenders or new lending institutions. The Company used the net proceeds of borrowings under the Credit Facility to repay the $23,750 outstanding under the Company’s previously existing revolving credit facility with Wells Fargo Capital Finance, LLC (“Amended Revolving Credit Facility”), and for working capital and other general corporate purposes. As a result of the early repayment of the Amended Revolving Credit Facility, in the three months ended March 31, 2015, the Company recorded a loss on extinguishment of debt of $107, comprised of the write-off of unamortized debt issuance costs. | |
At the Company’s election, loans made under the Credit Facility bear interest at either (1) a rate per annum equal to (a) the highest of the Administrative Agent’s prime rate, or 0.5% in excess of the Federal Funds Effective Rate or 2.0% in excess of one- month LIBOR (the “Base Rate”), plus an applicable margin, or (2) the one-, two-, three-, or six-month per annum LIBOR for deposits in U.S. dollars, plus an applicable margin. The applicable margin for the revolving loans depends on the Company’s leverage ratio and varies from 0.5% to 1.25%, in the case of Base Rate loans, and from 1.50% to 2.25%, in the case of LIBOR loans. Swing line loans bear interest at the Base Rate. Commitment fees on the average daily unused portion of the Credit Facility (excluding swing line loans) are payable at rates per annum ranging from 0.2% to 0.3%, depending on the Company’s leverage ratio. | |
On the issuance date of January 21, 2015, the Credit Facility was recorded in the consolidated balance sheet net of discount of $708, related to fees assessed by the lender at the time. The carrying value of this debt is being accreted to the principal amount of the debt by charges to interest expense using the effective-interest method over the five-year term of the Credit Facility to the maturity date. At March 31, 2015, the debt discount balance totaled $681. Accretion amounts recognized as interest expense for the three months ended March 31, 2015 totaled $27. On the issuance date, the Company also capitalized deferred financing costs of $501 related to third-party fees incurred in connection with the Credit Facility. These deferred costs are being amortized through charges to interest expense using the effective-interest method over the five-year term of the Credit Facility to the expiration date. At March 31, 2015, deferred financing cost recorded in other current assets and other assets (non-current) were $100 and $381, and totaled $481. Amortization amounts recognized as interest expense for the three months ended March 31, 2015 totaled $20. | |
The Credit Facility contains certain customary financial, affirmative and negative covenants including a maximum leverage ratio and minimum interest coverage ratio and negative covenants that limit or restrict, among other things, dividends, secured indebtedness, mergers and fundamental changes, asset dispositions and sales, investments and acquisitions, liens and encumbrances, transactions with affiliates, and other matters customarily restricted in such agreements. Amounts borrowed under the Credit Facility may be repaid and, subject to customary terms and conditions, reborrowed at any time during and up to the maturity date. Any outstanding balance under the Credit Facility is due and payable no later than January 21, 2020. As of March 31, 2015, the Company had outstanding borrowings of $23,750 under the Credit Facility and was in compliance with all such covenants. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Taxes | 11. Income Taxes |
The Company’s effective income tax rate for the three months ended March 31, 2015 was 11.8%, on pre-tax income of $13,328. The effective tax rate for three months ended March 31, 2015 was lower than the statutory Irish rate of 12.5% primarily due to income being generated in a jurisdiction that has a lower tax rate than the Irish statutory rate and to the Irish research and development tax credit. The Company made a change to its organizational structure that impacted the jurisdictional mix of profits and was favorable to our income tax expense. The decrease associated with these items was partially offset by the recording of uncertain tax positions including interest and penalties. | |
The Company’s effective income tax rate for the three months ended March 31, 2014 was 29.8%, on pre-tax income of $5,170. The effective tax rate for three months ended March 31, 2014 was higher than the statutory Irish rate of 12.5% primarily due to income being generated in jurisdictions that have a higher tax rate than the Irish statutory rate and to the recording of uncertain tax positions including interest and penalties. The increase associated with these items was partially offset by the Irish research and development tax credit. | |
It is reasonably possible that within the next 12 months the Company’s unrecognized tax benefits, exclusive of interest, may decrease by up to $1,002. This is primarily due to statute of limitations expiring for the recognition of these tax benefits of one of the Company’s non-Irish subsidiaries in 2015. |
ShareBased_Awards
Share-Based Awards | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Share-Based Awards | 12. Share-Based Awards | ||||||||
2011 Stock Option and Incentive Plan | |||||||||
In September 2011, the Board of Directors adopted and the Company’s shareholders approved the 2011 Stock Option and Incentive Plan (the “2011 Plan”). The 2011 Plan permits the Company to make grants of incentive stock options, non-qualified stock options, restricted stock units and cash-based awards at an exercise price no less than the fair market value per share of the Company’s ordinary shares on the grant date and with a maximum term of seven years. These awards may be granted to the Company’s employees and non-employee directors. In February 2014, pursuant to the terms of the 2011 Plan, the number of ordinary shares reserved for issuance under the 2011 Plan automatically increased by 1,761,450 shares from 1,883,334 to 3,644,784, calculated as 4.75% of the January 31, 2014 ordinary shares issued and outstanding. In February 2015, pursuant to the terms of the 2011 Plan, the number of ordinary shares reserved for issuance under the 2011 Plan automatically increased by 1,800,126 shares from 3,644,784 to 5,444,910, calculated as 4.75% of the January 31, 2015 ordinary shares issued and outstanding. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. | |||||||||
The Company grants share-based awards with employment service conditions only (“service-based” awards) and share-based awards with both employment service and performance conditions (“performance-based” awards). The Company applies the fair value recognition provisions for all share-based awards granted or modified and records compensation costs over the requisite service period of the award based on the grant-date fair value. The straight-line method is applied to all service-based awards granted, while the graded-vesting method is applied to all performance-based awards granted. The requisite service period for service-based awards is generally four years, with restrictions lapsing evenly over the period. | |||||||||
Stock Option Activity | |||||||||
Stock option activity during the three months ended March 31, 2015 was as follows: | |||||||||
Number of | Weighted | ||||||||
Shares | Average | ||||||||
Under | Exercise | ||||||||
Option | Price | ||||||||
Outstanding at December 31, 2014 | 850,247 | $ | 5.76 | ||||||
Granted | — | ||||||||
Exercised | (228,118 | ) | $ | 5.71 | |||||
Forfeited and canceled | — | $ | — | ||||||
Outstanding at March 31, 2015 | 622,129 | $ | 5.78 | ||||||
Vested and expected to vest at March 31, 2015 | 617,017 | $ | 5.75 | ||||||
Exercisable at March 31, 2015 | 519,508 | $ | 4.96 | ||||||
2012 Employee Share Purchase Plan | |||||||||
In September 2012, the Company’s Board of Directors adopted and its shareholders approved the 2012 Employee Share Purchase Plan, which became effective upon the closing of the Company’s initial public offering (“IPO”) in October 2012. The 2012 Employee Share Purchase Plan authorizes the issuance of up to 400,000 ordinary shares to participating employees. | |||||||||
All employees who have been employed for at least 30 days and whose customary employment is for more than 20 hours per week are eligible to participate in the 2012 Employee Share Purchase Plan. Any employee who owns 5% or more of the voting power or value of ordinary shares is not eligible to purchase shares under the 2012 Employee Share Purchase Plan. The Company will make one or more offerings each year to its employees to purchase shares under the 2012 Employee Share Purchase Plan. The first offering began during 2013 and subsequent offerings will usually begin on each May 1st and November 1st and will continue for six-month periods, referred to as offering periods. Each eligible employee may elect to participate in any offering by submitting an enrollment form at least 15 days before the relevant offering date. | |||||||||
Each employee who is a participant in the 2012 Employee Share Purchase Plan may purchase shares by authorizing payroll deductions of up to 15% of his or her base compensation during an offering period. Unless the participating employee has previously withdrawn from the offering, his or her accumulated payroll deductions will be used to purchase ordinary shares on the last business day of the offering period at a price equal to 85% of the fair market value of the ordinary shares on the first business day or the last business day of the offering period, whichever is lower, provided that no more than 2,500 ordinary shares may be purchased by any one employee during each offering period. Under applicable tax rules, an employee may purchase no more than $25 worth of ordinary shares, valued at the start of the purchase period, under the 2012 Employee Share Purchase Plan in any calendar year. | |||||||||
The accumulated payroll deductions of any employee who is not a participant on the last day of an offering period will be refunded. An employee’s rights under the 2012 Employee Share Purchase Plan terminate upon voluntary withdrawal from the plan or when the employee ceases employment with us for any reason. | |||||||||
The 2012 Employee Share Purchase Plan may be terminated or amended by the Board of Directors at any time. An amendment that increases the number of ordinary shares that are authorized under the 2012 Employee Share Purchase Plan and certain other amendments require the approval of the Company’s shareholders. | |||||||||
Restricted Stock Unit Awards | |||||||||
On February 20, 2015, the Company granted service-based restricted stock units (“RSUs”) for the purchase of 667,185 ordinary shares and performance-based restricted stock units (“PSUs”) for the purchase of 224,250 ordinary shares with a grant-date fair value of $38.88. The RSUs have restrictions which lapse four years from the date of grant. Restrictions on the PSUs will lapse based upon the achievement of certain financial performance targets during the applicable performance period, which ends on December 31, 2015. The grant date fair value of the shares is recognized over the requisite period of performance once achievement of criteria is deemed probable. Periodically throughout the performance period, the Company estimates the likelihood of achieving performance goals. Actual results, and future changes in estimates, may differ substantially from the Company’s current estimates. If the targets are not achieved, the shares will be forfeited by the employee. | |||||||||
Share-based Compensation | |||||||||
The Company recognized share-based compensation expense from all awards in the following expense categories: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Cost of subscription revenue | $ | 251 | $ | 147 | |||||
Sales and marketing | 1,824 | 1,173 | |||||||
Research and development | 673 | 397 | |||||||
General and administrative | 1,795 | 1,287 | |||||||
Total | $ | 4,543 | $ | 3,004 | |||||
Net_Income_per_Share
Net Income per Share | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Net Income per Share | 13. Net Income per Share | ||||||||
Basic and diluted net income per share attributable to ordinary shareholders was calculated as follows for the three months ended March 31, 2015 and 2014: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Basic net income per share: | |||||||||
Numerator: | |||||||||
Net income | $ | 11,751 | $ | 3,628 | |||||
Denominator: | |||||||||
Weighted average ordinary shares outstanding—basic | 37,989,086 | 37,129,314 | |||||||
Net income per share—basic | $ | 0.31 | $ | 0.1 | |||||
Diluted net income per share: | |||||||||
Numerator: | |||||||||
Net income | $ | 11,751 | $ | 3,628 | |||||
Denominator: | |||||||||
Weighted average ordinary shares outstanding—basic | 37,989,086 | 37,129,314 | |||||||
Dilutive effect of ordinary share equivalents | 1,036,130 | 1,237,628 | |||||||
Weighted average ordinary shares outstanding—diluted | 39,025,216 | 38,366,942 | |||||||
Net income per share—diluted | $ | 0.3 | $ | 0.09 | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Commitments and Contingencies | 14. Commitments and Contingencies | ||||||||||||
Lease Commitments | |||||||||||||
The Company leases its office space under non-cancelable operating leases, some of which contain payment escalations. The Company recognizes rent expense on a straight-line basis over the non-cancelable lease term and records the difference between cash rent payments and rent expense recognized in the consolidated statements of operations as accrued rent within accrued expenses (current) and other liabilities (non-current). The Company also leases office equipment under operating leases that expire at various dates through 2019. | |||||||||||||
Future minimum lease payments under non-cancelable operating and capital leases at March 31, 2015 are as follows: | |||||||||||||
Years Ending December 31, | Operating Leases | Capital Leases | Total | ||||||||||
Remaining 2015 | $ | 7,693 | $ | 681 | $ | 8,374 | |||||||
2016 | 7,212 | 760 | 7,972 | ||||||||||
2017 | 6,560 | 416 | 6,976 | ||||||||||
2018 | 3,047 | 44 | 3,091 | ||||||||||
2019 | 1,867 | — | 1,867 | ||||||||||
Thereafter | 1,962 | — | 1,962 | ||||||||||
Total | $ | 28,341 | 1,901 | $ | 30,242 | ||||||||
Less amount representing interest | (92 | ) | |||||||||||
Present value of minimum lease payments | $ | 1,809 | |||||||||||
Data Center Agreements | |||||||||||||
The Company has agreements with various vendors to provide specialized space and services for the Company to host its software application. Future minimum payments under non-cancelable data center agreements at March 31, 2015 totaling $765 which will become payable in the year ending December 31, 2015. | |||||||||||||
Purchase Commitments | |||||||||||||
As of March 31, 2015, the Company had non-cancelable purchase commitments related to telecommunications, subscription fees for third-party data (such as Internet maps) and subscription fees for software services totaling $8,831, of which $3,671, $2,805, and $2,355 will become payable in the years ending December 31, 2015, 2016, and 2017, respectively. | |||||||||||||
Indemnification Agreements | |||||||||||||
In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements, from services to be provided by the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and certain of its officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its consolidated financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of March 31, 2015 and December 31, 2014. | |||||||||||||
Litigation | |||||||||||||
From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive notification alleging infringement of patent or other intellectual property rights. The Company is not a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation, that, in its opinion, would have a material adverse effect on its business or its consolidated financial position, results of operations or cash flows should such litigation be resolved unfavorably. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. | |||||||||||||
On December 19, 2013, GPNE Corp. filed a complaint against the Company (GPNE Corp. v. Fleetmatics USA, LLC, Civil Action No. 13-2049) in the United States District Court for the District of Delaware alleging infringement of certain U.S. patents. The parties executed an agreement to settle the claims for an amount that is not material to the business of the Company and on April 15, 2015 GPNE filed a joint stipulation of dismissal. The Court dismissed the case with prejudice on April 16, 2015 and the case is now closed. |
Subsequent_Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Event | 15. Subsequent Event |
In April 2015, the Company granted service-based restricted stock units (“RSUs”) for the purchase of 137,917 ordinary shares and performance-based restricted stock units (“PSUs”) for the purchase of 128,917 ordinary shares with a grant-date fair value of $44.46. The RSUs have restrictions which lapse four years from the date of grant. Restrictions on the PSUs will lapse based upon the achievement of certain financial performance targets during the applicable performance period, which ends on December 31, 2015. The grant date fair value of the shares is recognized over the requisite period of performance once achievement of criteria is deemed probable. Periodically throughout the performance period, the Company estimates the likelihood of achieving performance goals. Actual results, and future changes in estimates, may differ substantially from the Company’s current estimates. If the targets are not achieved, the shares will be forfeited by the employee. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Basis of Presentation | Basis of Presentation | |||
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries after elimination of all significant intercompany accounts and transactions. All dollar amounts in the financial statements and in the notes to the consolidated financial statements, except share and per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. | ||||
The accompanying consolidated balance sheet as of March 31, 2015, the consolidated statements of operations, the consolidated statements of comprehensive income, and the consolidated statements of cash flows for the three months ended March 31, 2015 and 2014 are unaudited. The interim unaudited financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2015, the results of its operations, its comprehensive income, and its cash flows for the three months ended March 31, 2015 and 2014. The consolidated financial data and other information disclosed in these notes related to the three months ended March 31, 2015 and 2014 are also unaudited. The results for the three months ended March 31, 2015 are not necessarily indicative of results to be expected for the year ending December 31, 2015 or for any other interim periods or future year. | ||||
Certain information and footnote disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes have been condensed or omitted in these interim financial statements. Accordingly, these unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2014 included in its Annual Report on Form 10-K (“Annual Report”) filed with the Securities and Exchange Commission on February 27, 2015. | ||||
Fair Value Measurements | Fair Value Measurements | |||
Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as 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. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is used to measure fair value: | ||||
• | Level 1—Quoted prices in active markets for identical assets or liabilities. Fleetmatics did not have any financial assets and liabilities as of March 31, 2015 designated as Level 1. | |||
• | Level 2—Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Fleetmatics did not have any financial assets and liabilities as of March 31, 2015 designated as Level 2. | |||
• | Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Fleetmatics has a contingent consideration assumed as a result of the Ornicar acquisition of $2.2 million as of March 31, 2015 designated as Level 3. The Company’s contingent purchase consideration is valued by probability weighting expected payment scenarios and then applying a discount based on the present value of the future cash flow streams. This liability is classified as Level 3 because the probability weighting of future payment scenarios is based on assumptions developed by management. The Company determined a probability weighting that is weighted towards Ornicar achieving certain unit sales and pricing targets at the time of acquisition and the discount rate that is based on the Company’s weighted average cost of capital which is then adjusted for the time value of money. The probability weighting will be adjusted as the actual results provide the Company with more reliable information to weight the probability scenarios. | |||
The carrying values of accounts receivable, accounts payable and accrued expenses and other liabilities (with the exception of the Level 3 fair value measurement noted above) approximate fair value due to the short-term nature of these assets and liabilities. As of March 31, 2015 and December 31, 2014, the Company had no other assets or liabilities that would be classified under this fair value hierarchy. | ||||
Deferred Commissions | Deferred Commissions | |||
The Company capitalizes commission costs that are incremental and directly related to the acquisition of customer contracts. For the majority of its customer contracts, the Company pays commissions in full when it receives the initial customer contract for a new subscription or a renewal subscription. For all other customer contracts, the Company pays commissions in full when it receives the initial customer payment for a new subscription or a renewal subscription. Commission costs are capitalized upon payment and are amortized as expense ratably over the term of the related non-cancelable customer contract, in proportion to the recognition of the subscription revenue. If a subscription agreement is terminated, the unamortized portion of any deferred commission cost is recognized as expense immediately. | ||||
Commission costs capitalized during the three months ended March 31, 2015 and 2014 totaled $2,549 and $2,020, respectively. Amortization of deferred commissions totaled $2,439 and $1,758 for the three months ended March 31, 2015 and 2014, respectively, and is included in sales and marketing expense in the consolidated statements of operations. Deferred commission costs, net of amortization, are included in other current and long-term assets in the consolidated balance sheets and totaled $15,538 and $15,496 as of March 31, 2015 and December 31, 2014, respectively. Foreign exchange differences also contribute to changes in the net amount of these deferred commission costs. | ||||
Capitalized In-Vehicle Device Costs | Capitalized In-Vehicle Device Costs | |||
For customer arrangements in which we retain ownership of the in-vehicle devices installed in a customer’s fleet, we capitalize the cost of the in-vehicle devices (including installation and shipping costs) as a component of property and equipment in our consolidated balance sheets, and we depreciate these assets on a straight-line basis over their estimated useful life, which is currently six years. If a customer subscription agreement is canceled or expires prior to the end of the expected useful life of the in-vehicle device, the carrying value of the asset is depreciated in full with expense immediately recorded as cost of subscription revenue. The carrying value of these installed in-vehicle devices (including installation and shipping costs) was $63.7 million and $61.8 million at March 31, 2015 and December 31, 2014, respectively. Depreciation of these installed in-vehicle devices totaled is included in cost of subscription revenue in our consolidated statements of operations. | ||||
For the limited number of customer arrangements in which title to the in-vehicle devices transfers to the customer upon delivery or installation of the in-vehicle device (for which the Company receives an up-front fee from the customer), the Company defers the costs of the installed in-vehicle devices (including installation and shipping costs) as they are directly related to the revenue that the Company derives from the sale of the devices and that it recognizes ratably over the estimated average customer relationship period of six years. The Company capitalizes these in-vehicle device costs and amortizes the deferred costs as expense ratably over the estimated average customer relationship period, in proportion to the recognition of the up-front fee revenue. | ||||
Costs of in-vehicle devices owned by customers that were capitalized during the three months ended March 31, 2015 and 2014 totaled $12 and $31, respectively. Amortization of these capitalized costs totaled $426 and $286 for the three months ended March 31, 2015 and 2014, respectively, and is included in cost of subscription revenue in the consolidated statements of operations. Capitalized costs related to these in-vehicle devices of which title has transferred to customers, net of amortization, are included in other current and long-term assets in the consolidated balance sheets and totaled $2,039 and $2,398 as of March 31, 2015 and December 31, 2014, respectively. | ||||
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements | |||
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. | ||||
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern (“ASU 2014-15”). ASU 2014-15 addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. | ||||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard requires either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In April 2015, the FASB proposed deferring the effective date of the new accounting guidance related to revenue recognition 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, 2017. We are in the process of evaluating the impact that the adoption of the new revenue recognition standard issued in May 2014 will have on our consolidated financial statements and footnote disclosures. The Company is currently assessing the potential impact of the ASU No. 2014-09 on its consolidated financial statements. |
Prepaid_Expenses_and_Other_Cur1
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Deferred commission costs | $ | 8,162 | $ | 8,074 | |||||
Prepaid taxes/taxes receivable | 1,755 | 1,588 | |||||||
Prepaid software license fees and support | 1,247 | 854 | |||||||
Prepaid insurance | 1,156 | 1,021 | |||||||
Prepaid subscription service fees | 216 | 21 | |||||||
Capitalized costs of in-vehicle devices owned by customers | 175 | 360 | |||||||
Other | 1,714 | 1,461 | |||||||
Total | $ | 14,425 | $ | 13,379 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property and Equipment | Property and equipment consisted of the following at March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
In-vehicles—installed(1) | $ | 112,429 | $ | 108,181 | |||||
In-vehicles devices—uninstalled | 6,140 | 5,541 | |||||||
Computer equipment | 10,609 | 10,065 | |||||||
Internal-use software | 7,944 | 7,815 | |||||||
Furniture and fixtures | 1,961 | 1,981 | |||||||
Leasehold improvements | 2,698 | 2,477 | |||||||
Total property and equipment | 141,781 | 136,060 | |||||||
Less: Accumulated depreciation and amortization(1) | (59,325 | ) | (56,326 | ) | |||||
Property and equipment, net | $ | 82,456 | $ | 79,734 | |||||
-1 | During the quarter ended March 31, 2015, the Company removed $2,441 of fully depreciated in-vehicle devices no longer in service. |
Business_Combination_Tables
Business Combination (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Acquisition, Purchase Price and Fair Values of Identifiable Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price for Ornicar and the estimated fair values of the separately identifiable assets acquired and liabilities assumed as of February 19, 2015: | ||||
Purchase consideration: | |||||
Total purchase price, net of cash acquired | $ | 9,912 | |||
Cash acquired | 722 | ||||
Total purchase consideration | $ | 10,634 | |||
Assets acquired and liabilities assumed: | |||||
Cash | $ | 722 | |||
Accounts receivable | 297 | ||||
Prepaid expenses and other current assets | 423 | ||||
Property and equipment | 103 | ||||
Other long-term assets | 7 | ||||
Identifiable intangible assets | 1,914 | ||||
Goodwill | 8,628 | ||||
Total assets acquired, inclusive of goodwill | 12,094 | ||||
Accounts payable, accrued expenses and other current liabilities | (823 | ) | |||
Deferred tax liabilities | (637 | ) | |||
Total liabilities assumed | (1,460 | ) | |||
Total | $ | 10,634 | |||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Change in Carrying Amount of Goodwill | The change in the carrying amount of goodwill for the three months ended March 31, 2015 was as follows (in thousands): | ||||||||||||
Balance at January 1, 2015 | $ | 30,207 | |||||||||||
Acquisition of Ornicar | 8,628 | ||||||||||||
Balance at March 31, 2015 | $ | 38,835 | |||||||||||
Intangible Assets | Intangible assets consisted of the following as of March 31, 2015 and December 31, 2014, with gross and net amounts of foreign currency-denominated intangible assets reflected at March 31, 2015 and December 31, 2014 exchange rates, respectively: | ||||||||||||
March 31, 2015 | |||||||||||||
Gross | Accumulated | Carrying | |||||||||||
Amount | Amortization | Value | |||||||||||
Customer relationships | $ | 12,757 | $ | (7,750 | ) | $ | 5,007 | ||||||
Acquired developed technology | 5,640 | (2,985 | ) | 2,655 | |||||||||
Trademarks | 523 | (393 | ) | 130 | |||||||||
Patent | 193 | (78 | ) | 115 | |||||||||
Total | $ | 19,113 | $ | (11,205 | ) | $ | 7,907 | ||||||
December 31, 2014 | |||||||||||||
Gross | Accumulated | Carrying | |||||||||||
Amount | Amortization | Value | |||||||||||
Customer relationships | $ | 11,100 | $ | (7,471 | ) | $ | 3,629 | ||||||
Acquired developed technology | 5,506 | (2,822 | ) | 2,684 | |||||||||
Trademarks | 400 | (387 | ) | 13 | |||||||||
Patent | 219 | (85 | ) | 134 | |||||||||
Total | $ | 17,225 | $ | (10,765 | ) | $ | 6,460 | ||||||
Expected Intangible Asset Amortization Expense | We currently expect to amortize the following remaining amounts of intangible assets held at March 31, 2015 in the fiscal periods as follows: | ||||||||||||
Year ending December 31, | |||||||||||||
2015 | $ | 2,195 | |||||||||||
2016 | 2,164 | ||||||||||||
2017 | 1,369 | ||||||||||||
2018 | 989 | ||||||||||||
2019 | 780 | ||||||||||||
Thereafter | 410 | ||||||||||||
$ | 7,907 | ||||||||||||
Other_Assets_Tables
Other Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Other Assets (Non-current) | Other assets (non-current) consisted of the following as of March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Deferred commission costs | $ | 7,377 | $ | 7,423 | |||||
Capitalized costs of in-vehicle devices owned by customers | 1,864 | 2,037 | |||||||
Other | 1,488 | 1,369 | |||||||
Total | $ | 10,729 | $ | 10,829 | |||||
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Accrued payroll and related expenses | $ | 9,857 | $ | 10,862 | |||||
Accrued professional fees | 2,702 | 3,137 | |||||||
Accrued income taxes | 1,724 | 1,869 | |||||||
Accrued marketing expense | 1,239 | 934 | |||||||
Contingent consideration | 1,091 | — | |||||||
Accrued insurance expense | 861 | 337 | |||||||
Other | 7,011 | 7,168 | |||||||
Total | $ | 24,485 | $ | 24,307 | |||||
Other_Liabilities_Tables
Other Liabilities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Other Liabilities | Other liabilities (non-current) consisted of the following as of March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Accrued rent | $ | 1,331 | $ | 1,371 | |||||
Capital lease obligations | 1,008 | 918 | |||||||
Contingent consideration | 1,150 | 67 | |||||||
Deferred tax liabilities | 611 | — | |||||||
Total | $ | 4,100 | $ | 2,356 | |||||
ShareBased_Awards_Tables
Share-Based Awards (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Stock Option Activity | Stock option activity during the three months ended March 31, 2015 was as follows: | ||||||||
Number of | Weighted | ||||||||
Shares | Average | ||||||||
Under | Exercise | ||||||||
Option | Price | ||||||||
Outstanding at December 31, 2014 | 850,247 | $ | 5.76 | ||||||
Granted | — | ||||||||
Exercised | (228,118 | ) | $ | 5.71 | |||||
Forfeited and canceled | — | $ | — | ||||||
Outstanding at March 31, 2015 | 622,129 | $ | 5.78 | ||||||
Vested and expected to vest at March 31, 2015 | 617,017 | $ | 5.75 | ||||||
Exercisable at March 31, 2015 | 519,508 | $ | 4.96 | ||||||
Recognized Share-Based Compensation Expense from All Awards | The Company recognized share-based compensation expense from all awards in the following expense categories: | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Cost of subscription revenue | $ | 251 | $ | 147 | |||||
Sales and marketing | 1,824 | 1,173 | |||||||
Research and development | 673 | 397 | |||||||
General and administrative | 1,795 | 1,287 | |||||||
Total | $ | 4,543 | $ | 3,004 | |||||
Net_Income_per_Share_Tables
Net Income per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Basic and Diluted Net Income (Loss) Per Share Attributable to Ordinary Shareholders | Basic and diluted net income per share attributable to ordinary shareholders was calculated as follows for the three months ended March 31, 2015 and 2014: | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Basic net income per share: | |||||||||
Numerator: | |||||||||
Net income | $ | 11,751 | $ | 3,628 | |||||
Denominator: | |||||||||
Weighted average ordinary shares outstanding—basic | 37,989,086 | 37,129,314 | |||||||
Net income per share—basic | $ | 0.31 | $ | 0.1 | |||||
Diluted net income per share: | |||||||||
Numerator: | |||||||||
Net income | $ | 11,751 | $ | 3,628 | |||||
Denominator: | |||||||||
Weighted average ordinary shares outstanding—basic | 37,989,086 | 37,129,314 | |||||||
Dilutive effect of ordinary share equivalents | 1,036,130 | 1,237,628 | |||||||
Weighted average ordinary shares outstanding—diluted | 39,025,216 | 38,366,942 | |||||||
Net income per share—diluted | $ | 0.3 | $ | 0.09 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Future Minimum Lease Payments Under Non-cancelable Operating and Capital Leases | Future minimum lease payments under non-cancelable operating and capital leases at March 31, 2015 are as follows: | ||||||||||||
Years Ending December 31, | Operating Leases | Capital Leases | Total | ||||||||||
Remaining 2015 | $ | 7,693 | $ | 681 | $ | 8,374 | |||||||
2016 | 7,212 | 760 | 7,972 | ||||||||||
2017 | 6,560 | 416 | 6,976 | ||||||||||
2018 | 3,047 | 44 | 3,091 | ||||||||||
2019 | 1,867 | — | 1,867 | ||||||||||
Thereafter | 1,962 | — | 1,962 | ||||||||||
Total | $ | 28,341 | 1,901 | $ | 30,242 | ||||||||
Less amount representing interest | (92 | ) | |||||||||||
Present value of minimum lease payments | $ | 1,809 | |||||||||||
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 | |
Significant Accounting Policies [Line Items] | |||
Other assets, fair value disclosure | $0 | $0 | |
Other liabilities, fair value disclosure | 0 | 0 | |
Capitalized/deferred costs, amortization | 426,000 | 286,000 | |
Deferred Commissions | |||
Significant Accounting Policies [Line Items] | |||
Capitalized/deferred costs | 2,549,000 | 2,020,000 | |
Deferred Commissions | Sales and Marketing | |||
Significant Accounting Policies [Line Items] | |||
Capitalized/deferred costs, amortization | 2,439,000 | 1,758,000 | |
Deferred Commissions | Other Current Assets and Other Long-Term Assets | |||
Significant Accounting Policies [Line Items] | |||
Capitalized/deferred costs, net | 15,538,000 | 15,496,000 | |
Capitalized In-Vehicle Device Costs | |||
Significant Accounting Policies [Line Items] | |||
Capitalized/deferred costs | 12,000 | 31,000 | |
Capitalized/deferred costs, net | 63,700,000 | 61,800,000 | |
Capitalized In-Vehicle Device Costs | Cost Of Revenues Subscription | |||
Significant Accounting Policies [Line Items] | |||
Capitalized/deferred costs, amortization | 426,000 | 286,000 | |
Capitalized In-Vehicle Device Costs | Other Current Assets and Other Long-Term Assets | |||
Significant Accounting Policies [Line Items] | |||
Capitalized/deferred costs, net | 2,039,000 | 2,398,000 | |
Ornicar | |||
Significant Accounting Policies [Line Items] | |||
Contingent consideration, liability | $2,200,000 | ||
Customer Relationships | Weighted Average | |||
Significant Accounting Policies [Line Items] | |||
Intangible asset, estimated useful life | 6 years |
Prepaid_Expenses_and_Other_Cur2
Prepaid Expenses and Other Current Assets (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Prepaid Expenses And Other Current Assets | ||
Deferred commission costs | $8,162 | $8,074 |
Prepaid taxes/taxes receivable | 1,755 | 1,588 |
Prepaid software license fees and support | 1,247 | 854 |
Prepaid insurance | 1,156 | 1,021 |
Prepaid subscription service fees | 216 | 21 |
Capitalized costs of in-vehicle devices owned by customers | 175 | 360 |
Other | 1,714 | 1,461 |
Total | $14,425 | $13,379 |
Property_and_Equipment_Detail
Property and Equipment (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Property, Plant and Equipment [Line Items] | ||||
Computer equipment | $10,609 | $10,065 | ||
Internal-use software | 7,944 | 7,815 | ||
Furniture and fixtures | 1,961 | 1,981 | ||
Leasehold improvements | 2,698 | 2,477 | ||
Total property and equipment | 141,781 | 136,060 | ||
Less: Accumulated depreciation and amortization | -59,325 | [1] | -56,326 | [1] |
Property and equipment, net | 82,456 | 79,734 | ||
In-vehicle devices-installed | ||||
Property, Plant and Equipment [Line Items] | ||||
In-vehicle | 112,429 | [1] | 108,181 | [1] |
In-vehicle devices-uninstalled | ||||
Property, Plant and Equipment [Line Items] | ||||
In-vehicle | $6,140 | $5,541 | ||
[1] | During the quarter ended March 31, 2015, the Company removed $2,441 of fully depreciated in-vehicle devices no longer in service. |
Property_and_Equipment_Parenth
Property and Equipment (Parenthetical) (Detail) (In-vehicle devices-installed, USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
In-vehicle devices-installed | |
Property, Plant and Equipment [Line Items] | |
Depreciation of property and equipment | $2,441 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization of property and equipment | $6,566 | $4,303 | |
Depreciation and amortization expense, recorded in cost of subscription revenue | 5,974 | 3,864 | |
Carrying value of installed in-vehicle devices, net of accumulated depreciation | 63,679 | 61,804 | |
Capitalized costs, associated with development of internal-use software | 982 | 416 | |
Amortization expense of the internal-use software | 478 | 114 | |
Carrying value of capitalized internal-use software | 5,188 | 5,325 | |
Gross amount of assets under capital leases | 3,496 | 3,327 | |
Assets under capital leases, accumulated amortization | 1,479 | 1,459 | |
In-vehicle devices-installed | |||
Property, Plant and Equipment [Line Items] | |||
Expense in conjunction with the replacement of installed in-vehicle devices that had become defective | $559 | $417 |
Business_Combination_Additiona
Business Combination - Additional Information (Detail) (USD $) | 0 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 19, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $38,835 | $30,207 | |
Ornicar | |||
Business Acquisition [Line Items] | |||
Total purchase consideration | 10,634 | ||
Cash paid to acquire business | 8,395 | ||
Contingent consideration incurred | 2,239 | ||
Goodwill | 8,628 | ||
Acquired intangible assets | $1,914 | ||
Ornicar | Minimum | |||
Business Acquisition [Line Items] | |||
Acquired intangible assets, useful life | 3 years | ||
Ornicar | Maximum | |||
Business Acquisition [Line Items] | |||
Acquired intangible assets, useful life | 8 years |
Business_Acquisition_Purchase_
Business Acquisition, Purchase Price and Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Detail) (USD $) | 3 Months Ended | 0 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Feb. 19, 2015 |
Purchase consideration: | ||
Total purchase price, net of cash acquired | $7,673 | |
Ornicar | ||
Purchase consideration: | ||
Total purchase price, net of cash acquired | 9,912 | |
Cash acquired | 722 | |
Total purchase consideration | 10,634 | |
Assets acquired and liabilities assumed: | ||
Cash | 722 | |
Accounts receivable | 297 | |
Prepaid expenses and other current assets | 423 | |
Property and equipment | 103 | |
Other long-term assets | 7 | |
Identifiable intangible assets | 1,914 | |
Goodwill | 8,628 | |
Total assets acquired, inclusive of goodwill | 12,094 | |
Accounts payable, accrued expenses and other current liabilities | -823 | |
Deferred tax liabilities | -637 | |
Total liabilities assumed | -1,460 | |
Total | $10,634 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Goodwill | $38,835,000 | $30,207,000 | |
Impairment of goodwill | 0 | 0 | |
Amortization expense | 585,000 | 594,000 | |
Amortization expense included in cost of subscription revenue | 300,000 | 258,000 | |
Selling and Marketing Expense | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Amortization expense | $285,000 | $336,000 |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Feb. 19, 2015 |
Goodwill [Line Items] | |||
Beginning balance | $30,207 | ||
Ending balance | 38,835 | 30,207 | |
Ornicar | |||
Goodwill [Line Items] | |||
Beginning balance | 8,628 | ||
Acquisition of Ornicar | 8,628 | ||
Ending balance | $8,628 |
Intangible_Assets_Detail
Intangible Assets (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $19,113 | $17,225 |
Accumulated Amortization | -11,205 | -10,765 |
Carrying Value | 7,907 | 6,460 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 12,757 | 11,100 |
Accumulated Amortization | -7,750 | -7,471 |
Carrying Value | 5,007 | 3,629 |
Acquired Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 5,640 | 5,506 |
Accumulated Amortization | -2,985 | -2,822 |
Carrying Value | 2,655 | 2,684 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 523 | 400 |
Accumulated Amortization | -393 | -387 |
Carrying Value | 130 | 13 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 193 | 219 |
Accumulated Amortization | -78 | -85 |
Carrying Value | $115 | $134 |
Estimated_Future_Amortization_
Estimated Future Amortization Expense of Intangible Assets (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||
2015 | $2,195 | |
2016 | 2,164 | |
2017 | 1,369 | |
2018 | 989 | |
2019 | 780 | |
Thereafter | 410 | |
Carrying Value | $7,907 | $6,460 |
Other_Assets_NonCurrent_Detail
Other Assets (Non-Current) (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Other Assets, Noncurrent | ||
Deferred commission costs | $7,377 | $7,423 |
Capitalized costs of in-vehicle devices owned by customers | 1,864 | 2,037 |
Other | 1,488 | 1,369 |
Total | $10,729 | $10,829 |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued payroll and related expenses | $9,857 | $10,862 |
Accrued professional fees | 2,702 | 3,137 |
Accrued income taxes | 1,724 | 1,869 |
Accrued marketing expense | 1,239 | 934 |
Contingent consideration | 1,091 | |
Accrued insurance expense | 861 | 337 |
Other | 7,011 | 7,168 |
Total | $24,485 | $24,307 |
Other_Liabilities_NonCurrent_D
Other Liabilities (Non-Current) (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Schedule Of Other Liabilities Noncurrent [Line Items] | ||
Accrued rent | $1,331 | $1,371 |
Capital lease obligations | 1,008 | 918 |
Contingent consideration | 1,150 | 67 |
Deferred tax liabilities | 611 | |
Total | $4,100 | $2,356 |
Longterm_Debt_Additional_Infor
Long-term Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Jan. 21, 2015 | Mar. 31, 2015 | Jan. 21, 2015 |
Debt Instrument [Line Items] | |||
Credit facility, outstanding borrowing capacity | $23,750 | $23,750 | $23,750 |
Multi-currency revolving credit facility term | 5 years | ||
Letters of credit | 5,000 | 5,000 | |
Swing line loans | 10,000 | 10,000 | |
Loss on extinguishment of debt | -107 | ||
Interest rate description | Loans made under the Credit Facility bear interest at either (1) a rate per annum equal to (a) the highest of the Administrative Agent's prime rate, or 0.5% in excess of the Federal Funds Effective Rate or 2.0% in excess of one- month LIBOR (the "Base Rate"), plus an applicable margin, or (2) the one-, two-, three-, or six-month per annum LIBOR for deposits in U.S. dollars, plus an applicable margin. | ||
Percentage of federal funds effective rate | 0.50% | ||
Debt instrument, discount | 708 | 681 | 708 |
Amortization of unamortized debt discount | 27 | ||
Capitalized deferred financing costs | 501 | 100 | 501 |
Capitalized deferred financing costs, current | 381 | ||
Capitalized deferred financing costs, noncurrent | 481 | ||
Deferred financing cost, amortization | 20 | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Commitment fees percentage | 0.20% | 0.20% | |
Maximum | |||
Debt Instrument [Line Items] | |||
Credit facility, outstanding borrowing capacity | 125,000 | 125,000 | |
Commitment fees percentage | 0.30% | 0.30% | |
One Month London Inter bank Offered Rate | |||
Debt Instrument [Line Items] | |||
Credit facility, basis spread on variable rate | 2.00% | ||
Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 0.50% | 0.50% | |
Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 1.25% | 1.25% | |
London Interbank Offered Rate (LIBOR) | Minimum | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 1.50% | 1.50% | |
London Interbank Offered Rate (LIBOR) | Maximum | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 2.25% | 2.25% | |
Accordion Feature | |||
Debt Instrument [Line Items] | |||
Revolving credit facility maximum borrowing capacity | $200,000 | $200,000 |
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 Taxes [Line Items] | ||
Effective income tax rate | 11.80% | 29.80% |
Pre-tax income | $13,328 | $5,170 |
Ireland statutory corporate income tax rate | 12.50% | 12.50% |
Change in unrecognized tax benefits that is reasonably possible within the next 12 months | $1,002 |
ShareBased_Awards_Additional_I
Share-Based Awards - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Feb. 20, 2015 | Aug. 19, 2013 | Feb. 28, 2015 | Feb. 28, 2014 | Mar. 31, 2015 | Sep. 30, 2011 | Dec. 31, 2012 |
Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grant-date fair value of awards granted | $38.88 | ||||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Requisite service period for service-based awards | 4 years | ||||||
Stock options granted | 667,185 | ||||||
Performance Based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted | 224,250 | ||||||
2011 Stock Option and Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Ordinary shares, reserved for issuance | 1,883,334 | 5,444,910 | 3,644,784 | ||||
Ordinary shares, increase in number of shares reserved for issuance | 1,800,126 | 1,761,450 | |||||
Maximum percentage of outstanding stock by which shares reserved for issuance may increase in accordance with the plan | 4.75% | 4.75% | 4.75% | ||||
Requisite service period for service-based awards | 4 years | ||||||
2011 Stock Option and Incentive Plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options granted, maximum term | 7 years | ||||||
2012 Employee Share Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized for ESPP | 400,000 | ||||||
Minimum days employed to be eligible to purchase shares | 30 days | ||||||
Minimum customary hours were per week to be eligible to purchase shares | 20 hours | ||||||
Ownership percentage that disqualifies employee from participating in the ESPP | 5.00% | ||||||
Minimum number of offerings annually | 1 | ||||||
Term of offering | 6 months | ||||||
Minimum notice for employee to participate in offering | Each eligible employee may elect to participate in any offering by submitting an enrollment form at least 15 days before the relevant offering date. | ||||||
Maximum percentage of employee's base compensation eligible | 15.00% | ||||||
Purchase price as a percentage of market fair value | 85.00% | ||||||
Maximum shares that can be purchase by each employee per offering period | 2,500 | ||||||
Maximum amount that can be purchased by each employee | 25 |
Stock_Option_Activity_Detail
Stock Option Activity (Detail) (Stock Options, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Stock Options | |
Number of Shares | |
Outstanding at beginning of period | 850,247 |
Granted | 0 |
Exercised | -228,118 |
Forfeited and canceled | 0 |
Outstanding at end of period | 622,129 |
Vested and expected to vest at end of period | 617,017 |
Exercisable at end of period | 519,508 |
Weighted-Average Exercise Price per Share | |
Outstanding at beginning of period | $5.76 |
Granted | $0 |
Exercised | $5.71 |
Forfeited and canceled | $0 |
Outstanding at end of period | $5.78 |
Vested and expected to vest at end of period | $5.75 |
Exercisable at end of period | $4.96 |
Sharebased_Compensation_Expens
Share-based Compensation Expense from All Awards (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $4,543 | $3,004 |
Cost Of Revenues Subscription | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 251 | 147 |
Sales and Marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 1,824 | 1,173 |
Research And Development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 673 | 397 |
General and Administrative Expense | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $1,795 | $1,287 |
Basic_and_Diluted_Net_Income_L
Basic and Diluted Net Income (Loss) Per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Basic net income per share: | ||
Net income | $11,751 | $3,628 |
Weighted average ordinary shares outstanding-basic | 37,989,086 | 37,129,314 |
Net income per share-basic | $0.31 | $0.10 |
Diluted net income per share: | ||
Net income | $11,751 | $3,628 |
Weighted average ordinary shares outstanding-basic | 37,989,086 | 37,129,314 |
Dilutive effect of ordinary share equivalents | 1,036,130 | 1,237,628 |
Weighted average ordinary shares outstanding-diluted | 39,025,216 | 38,366,942 |
Net income per share-diluted | $0.30 | $0.09 |
Future_Minimum_Lease_Payments_
Future Minimum Lease Payments Under Non-cancelable Operating and Capital Leases (Detail) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Operating Leases | |
Remaining 2015 | $7,693 |
2016 | 7,212 |
2017 | 6,560 |
2018 | 3,047 |
2019 | 1,867 |
Thereafter | 1,962 |
Total | 28,341 |
Capital Leases | |
Remaining 2015 | 681 |
2016 | 760 |
2017 | 416 |
2018 | 44 |
2019 | 0 |
Thereafter | 0 |
Total | 1,901 |
Less amount representing interest | -92 |
Present value of minimum lease payments | 1,809 |
Total | |
Remaining 2015 | 8,374 |
2016 | 7,972 |
2017 | 6,976 |
2018 | 3,091 |
2019 | 1,867 |
Thereafter | 1,962 |
Total | $30,242 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Commitment And Contingencies [Line Items] | |
Future minimum payments under non-cancelable data center agreements, due in 2015 | $765 |
Purchase commitments | 8,831 |
Purchase commitments payable on 2015 | 3,671 |
Purchase commitments payable on 2016 | 2,805 |
Purchase commitments payable on 2017 | $2,355 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended |
Feb. 20, 2015 | Apr. 30, 2015 | |
Subsequent Event [Line Items] | ||
Grant-date fair value of awards granted | $38.88 | |
Restricted Stock Units (RSUs) | ||
Subsequent Event [Line Items] | ||
Stock options granted | 667,185 | |
Requisite service period for service-based awards | 4 years | |
Performance Based Restricted Stock Units | ||
Subsequent Event [Line Items] | ||
Stock options granted | 224,250 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Grant-date fair value of awards granted | $44.46 | |
Subsequent Event | Restricted Stock Units (RSUs) | ||
Subsequent Event [Line Items] | ||
Stock options granted | 137,917 | |
Requisite service period for service-based awards | 4 years | |
Subsequent Event | Performance Based Restricted Stock Units | ||
Subsequent Event [Line Items] | ||
Stock options granted | 128,917 |