Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies |
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Basis of Presentation and Principles of Consolidation |
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The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of Textura Corporation and its subsidiaries. All significant intercompany transactions are eliminated. |
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On November 7, 2011, the Company obtained a controlling interest in Submittal Exchange Holdings, LLC (“Submittal Exchange Holdings”), which acquired Submittal Exchange, LLC (“Submittal Exchange”) (see Note 3). The Company initially controlled Submittal Exchange Holdings through its ownership of 100% of the voting class of units and its entitlement to make all decisions affecting Submittal Exchange Holdings with the exception of limited decision‑making rights of the non-controlling interest holders that are protective in nature. The former shareholders of Submittal Exchange received Class A preferred units of Submittal Exchange Holdings, which are reflected as non-controlling interest in the consolidated financial statements. The Class A preferred units were automatically convertible into Textura common shares on a 1:2 basis upon an initial public offering of Textura, at which time the non-controlling interest was eliminated. Upon completion of the IPO, the Class A preferred units converted into shares of the Company's common stock and there is no longer a non-controlling interest in Submittal Exchange Holdings. |
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In October 2012, the Company and Minter Ellison, a law firm in Australia, formed a joint venture, Textura Australasia, Pty. Ltd. (the “Joint Venture”), to offer the Company’s construction collaboration software solutions to the Australia and New Zealand markets. Both parties had contributed cash of $400, denominated in Australian dollars, for their respective 50% interests in the Joint Venture, and both parties had loaned the Joint Venture $100, denominated in Australian dollars, to fund its ongoing operations. The Company had consolidated the financial results of the Joint Venture because the Company had determined that the Joint Venture was a variable interest entity and that it was the primary beneficiary. The Company was the primary beneficiary of the Joint Venture due to its controlling financial interest through its authority with regard to hiring key employees and decision making of its central operations. Due to certain redemption provisions in the Joint Venture agreement, the Company had reflected Minter Ellison’s financial interest as redeemable non-controlling interest in the consolidated balance sheet at its redemption value. |
On June 30, 2014, the Company purchased Minter Ellison's interest in the Joint Venture for cash consideration of $1,743, including an equity buyout of $1,563, repayment of Minter Ellison's loan of $100 to the Joint Venture, denominated in Australian dollars, and the payment of all outstanding payables owed by the Joint Venture to Minter Ellison, resulting in the Company's 100% ownership of Textura Australasia, Pty. Ltd. The equity buyout and the payoff of the Minter Ellison loan were accounted for as financing activities in the cash flow statement and reflected within additional paid-in capital in the consolidated balance sheet. The payment of outstanding payables owed to Minter Ellison was reflected within operating activities in the cash flow statement. |
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On March 28, 2013, the Company’s Board of Directors declared a two-for-one stock split of the Company’s common stock in the form of a stock dividend and approved an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of its common stock from 20,000 to 90,000. All numbers of shares and per share amounts in these consolidated financial statements have been adjusted to reflect the two-for-one stock split on a retroactive basis. Stockholders’ equity reflects the stock split by reclassifying from ‘‘Additional paid-in capital’’ to ‘‘Common stock’’ an amount equal to the par value of the additional shares arising from the split. The stock split was effective on May 20, 2013. |
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On June 12, 2013, the Company completed the IPO of 5,750 shares of common stock, including 750 shares sold pursuant to the underwriters' option to purchase additional shares, at an offering price of $15.00 per share. The Company received proceeds from the IPO of $80,213, net of underwriting discounts and commissions of $6,037, but before other offering costs of $2,504. All outstanding shares of the Company's Series A-1 and Series A-2 preferred stock, including accrued dividends, the Submittal Exchange Holdings LLC Class A preferred units and the outstanding convertible debentures, including both principal and accrued paid-in-kind interest, were automatically converted to shares of common stock in connection with the IPO (see Note 18 for further details). |
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On September 25, 2013, the Company completed a follow on public offering of 1,687 shares of common stock, including 687 shares sold pursuant to the underwriters' option to purchase additional shares, at an offering price of $38.00 per share. The Company received proceeds from the offering of $61,221, net of underwriting discounts and commissions of $2,885, but before other offering costs of $1,442 (see Note 18). |
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Use of Estimates |
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The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances at the balance sheet date. Actual results could differ from those estimates. Significant estimates are involved in the Company’s revenue recognition, accounting for convertible debentures, depreciation, amortization and assumptions for share-based payments. |
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Cash and Cash Equivalents |
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The Company considers all unrestricted highly liquid investments with an initial maturity of three months or less to be cash equivalents. The Company maintains cash accounts in which the balances, at times, exceed the Federal Deposit Insurance Corporation limits. The Company has not experienced any losses in such accounts. |
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Restricted Cash |
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The Company is required to maintain compensating cash balances with two financial institutions. These cash balances are set aside per provisions of contracts with these institutions and cannot be used in the daily operations of the business. |
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Revenue Recognition |
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For the Company’s CPM, Submittal Exchange, Greengrade and Latista solutions, the Company earns revenue from owners/developers, general contractors and architects in the form of subscription fees and project fees; and from subcontractors in the form of usage fees. For the Company’s GradeBeam, PQM and BidOrganizer solutions, the Company earns revenue in the form of subscription fees. The Company’s arrangements do not contain general rights of return and do not provide customers with the right to take possession of the software supporting the solutions and, as a result, are accounted for as service contracts. |
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All of the Company’s on-demand solutions include training and support. The Company evaluates whether the individual deliverables in its arrangements qualify as separate units of accounting. In order to treat deliverables in a multiple deliverable arrangement as separate units of accounting, the deliverables must have standalone value upon delivery. In determining whether deliverables have standalone value, the Company considers whether solutions are sold to new customers without training and support, the nature of the training and support provided and the availability of the training and support from other vendors. The Company concluded that training and support do not have standalone value because they are never sold separately, do not have value to the customer without the solution and are not available from other vendors. Accordingly, the training and support are combined with the solution and treated as a single unit of accounting. |
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The Company recognizes revenue when there is evidence that an agreement exists with the customer and the customer has begun deriving benefit from use of the solution, the fee is fixed and determinable, delivery of services has occurred, and collection of payment from the project participant is reasonably assured. The Company recognizes project fees and usage fees ratably over the average estimated life of the project and contract, respectively, and recognizes subscription fees over the subscription period. The average estimated life of the project and contract is estimated by management based on periodic review and analysis of historical data. The applicable estimated life is based on the project or contract value falling within certain predetermined ranges, as well as the solution on which the project is being managed. The Company performs periodic reviews of actual project and contract data and revises estimates as necessary. Estimated project life durations range from 6 to 32 months, and estimated contract life durations range from 4 to 20 months. Subscription periods typically range from 6 to 36 months. |
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For its PlanSwift solution, the Company earns revenue from the sale of software licenses and related maintenance and training. License revenue is recognized upon delivery of the license, maintenance revenue is recognized ratably over the period of the maintenance contract, which is generally one year, and training revenue is recognized when the services are delivered to the client. For multiple-element arrangements that include a perpetual license for which the Company has not established vendor-specific objective evidence of fair value ("VSOE") and either maintenance or both maintenance and training, the Company uses the residual method to determine the amount of license revenue to be recognized. Under the residual method, consideration is allocated to the undelivered elements based upon VSOE of those elements with the residual of the arrangement fee allocated to and recognized as license revenue. For multiple-element arrangements that include a perpetual license for which the Company has established VSOE and either maintenance or both maintenance and training, the Company allocates the revenue among the different elements of the arrangement based on each element's relative VSOE. For subscription based licenses, which include maintenance, the Company recognizes the subscription fees ratably over the subscription periods, which typically range from 1 to 6 months. |
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The Company has established VSOE based on its historical pricing and discounting practices for maintenance, training and certain software licenses when sold separately. In establishing VSOE, the Company requires that a substantial majority of the selling prices for these services fall within a reasonably narrow pricing range. The application of VSOE methodologies requires judgment, including the identification of individual elements in multiple element arrangements and whether there is VSOE of fair value for some or all elements. |
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Allowance for Doubtful Accounts |
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The Company records an allowance for doubtful accounts for amounts due from customers that it does not expect to collect. The Company monitors its accounts receivable and updates the allowance for doubtful accounts when it becomes aware of changes in collectability. The Company estimates the allowance based on historical write-offs and recoveries, as well as aging trends. An allowance for doubtful accounts is maintained at a level management believes is sufficient to cover potential losses. |
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Valuation and Qualifying Accounts |
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| Balance at beginning of period | | Additions / Charges | | Deductions (1) | | Balance at end of period |
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Year ended September 30, 2012 | | | | | | | |
Valuation allowance for doubtful accounts | $ | 24 | | | $ | 59 | | | $ | (24 | ) | | $ | 59 | |
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Income tax valuation allowance | $ | 29,457 | | | $ | 5,717 | | | $ | (4 | ) | | $ | 35,170 | |
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Year ended September 30, 2013 | | | | | | | |
Valuation allowance for doubtful accounts | $ | 59 | | | $ | 89 | | | $ | — | | | $ | 148 | |
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Income tax valuation allowance | $ | 35,170 | | | $ | 13,979 | | | $ | 72 | | | $ | 49,221 | |
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Three months ended December 31, 2013 | | | | | | | |
Valuation allowance for doubtful accounts | $ | 148 | | | $ | — | | | $ | — | | | $ | 148 | |
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Income tax valuation allowance | $ | 49,221 | | | $ | 2,637 | | | $ | (1,083 | ) | | $ | 50,775 | |
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Year ended December 31, 2014 | | | | | | | |
Valuation allowance for doubtful accounts | $ | 148 | | | $ | 106 | | | $ | — | | | $ | 254 | |
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Income tax valuation allowance | $ | 50,775 | | | $ | 9,226 | | | $ | 4 | | | $ | 60,005 | |
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(1) For the valuation allowance for doubtful accounts, deductions represent write-offs net of recoveries. |
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Property and Equipment |
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Property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method. |
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Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. Maintenance and repairs are charged to expense as incurred. The estimated useful lives of the assets are as follows: |
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Buildings | 30 years | | | | | | | | | | | | | | |
Computer equipment | 2 years | | | | | | | | | | | | | | |
Office furniture | 5 years | | | | | | | | | | | | | | |
Leasehold improvements | 5 years | | | | | | | | | | | | | | |
Capitalized software | 3 years | | | | | | | | | | | | | | |
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The Company incurs costs, primarily consisting of employee-related and third-party contractor costs, to develop and maintain its source software and other internally developed software applications. The Company expenses costs incurred during the planning and post-implementation phases of development of its solutions. During the solution development phase, costs incurred are capitalized. Capitalized software development costs are amortized over their estimated useful lives of three years. These capitalized costs are reflected as capitalized software and the amortization is charged to depreciation and amortization in the consolidated statements of operations. The Company capitalized software development costs of $5,960, $352 and $672, respectively, for the year ended December 31, 2014, three months ended December 31, 2013 and year ended September 30, 2013. All software development costs incurred during the year ended September 30, 2012 were expensed. |
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Capital Leases |
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Leased property and equipment meeting capital lease criteria are capitalized and included within property, plant and equipment on the Company’s consolidated balance sheets. Obligations under capital leases are accounted for as current and non-current liabilities and are included within short-term and long-term lease payable on the Company’s consolidated balance sheets. Amortization is calculated on a straight-line method based upon the estimated useful lives of the assets. |
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Goodwill |
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Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net assets acquired. Goodwill is not amortized and is subject to impairment testing at least annually, typically with the option to perform either a qualitative or quantitative assessment. However, if it is determined after a qualitative assessment that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, a quantitative assessment is required. Goodwill is measured for impairment on an annual basis, or in interim periods, if indicators of potential impairment exist. The Company tests goodwill for impairment at a single reporting unit level and it has not reported any goodwill impairments to date. |
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The Company evaluated both qualitative and quantitative characteristics in determining its reporting units and determined that it has one reporting unit. The Company's management team reviews historical profit and loss information and metrics on a consolidated basis. In addition, the majority of the components utilize a common distribution platform that enables sharing of resources and development across solutions. The Company also believes that goodwill is recoverable from the overall operations given the economies of scale and leveraging capabilities of the various components. |
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During the year ended December 31, 2014, and in connection with the change in the Company’s fiscal year end from September 30 to December 31, the Company changed its annual testing date from August 1 to November 1. With respect to its annual goodwill testing date, management believes that this voluntary change in accounting method is preferable as it aligns the annual impairment testing date with the Company’s long-range planning cycle, the timing of which has changed consistent with the change in the Company’s fiscal year end and which is a significant element in the testing process. In connection with this change, the Company first performed an impairment test as of August 1, 2014 and then performed an additional impairment test as of November 1, 2014. This change in annual testing date does not delay, accelerate or avoid an impairment charge. |
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As of August 1, 2014, the Company performed a qualitative assessment to determine whether it was more likely than not that the fair value of goodwill was less than its carrying amount. After consideration of market capitalization, the health and growth of the business and overall macroeconomic factors, the Company determined that it was more likely than not that the fair value of goodwill exceeded its carrying amount and further analysis was not necessary. |
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As of November 1, 2014, the Company performed a separate qualitative assessment to determine whether it was more likely than not that the fair value of goodwill was less than its carrying amount. After consideration of market capitalization, the health and growth of the business and overall macroeconomic factors, which had not changed significantly from August 1, 2014, the date of the last assessment, the Company determined that it was more likely than not that the fair value of goodwill exceeded its carrying amount and further analysis was not necessary. |
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Intangible Assets |
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The Company’s identifiable intangible assets consist of developed product technologies, customer relationships, trademarks and covenants not to compete. These assets have been acquired through acquisitions and were initially recorded at fair value. Identifiable intangible assets are amortized over their estimated useful lives using the straight-line method. |
The estimated useful lives of the assets are as follows: |
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Developed product technology | 3 years | | | | | | | | | | | | |
Customer relationships | 5 | - | 10 years | | | | | | | | | | | | |
Trademarks | 3 | - | 5 years | | | | | | | | | | | | |
Covenants not to compete | 2 | - | 4 years | | | | | | | | | | | | |
The Company generally employs the income method to estimate the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product/service life cycles, economic barriers to entry and the discount rate applied to the cash flows. |
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Impairment of Long-Lived Assets |
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The Company evaluates long-lived assets, including property and equipment, software and finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Examples of such events or circumstances include, but are not limited to, significant under performance relative to historical or projected future results, significant negative changes in the manner of use of the acquired assets in the Company’s business, or material negative changes in relationships with significant customers. Recoverability is measured by a comparison of the carrying value to the future undiscounted net cash flows associated with the asset or asset group. If the carrying value exceeds the undiscounted cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the fair value of the asset or asset group. No impairment indicators for long-lived assets were identified in the year ended December 31, 2014, the three months ended December 31, 2013 or the year ended September 30, 2013. |
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During the year ended September 30, 2012, the actual operating results for GradeBeam met assumptions management used to determine the purchase price of the acquisition but underperformed compared to GradeBeam’s revenue forecast at the time of acquisition. In preparing projected future results and analysis of recent actual results, the Company believed a triggering event had occurred requiring an impairment analysis. Our impairment analysis of GradeBeam’s developed technology and customer relationship carrying values during the fourth quarter of 2012 indicated there was no impairment. |
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Segment Reporting |
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The Company has one operating segment, providing on-demand business collaboration software solutions to the commercial construction industry. The Company’s chief operating decision maker, the Chief Executive Officer, manages the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. |
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The Company’s revenues are principally generated in the United States, which accounted for approximately 90%, 88%, 90% and 90%, respectively, of consolidated revenues for the year ended December 31, 2014, the three months ended December 31, 2013, and the years ended September 30, 2013 and 2012, with the remainder primarily from customers located in Canada. The Company's assets are substantially located in United States. Including the revenues generated both directly from a client and from the subcontractors working on projects the client controls, no customer accounted for 10% or more of consolidated revenues for the year ended December 31, 2014, the three months ended December 31, 2013, and the year ended September 30, 2013. For the year ended September 30, 2012, the Company's largest customer accounted for 11% of consolidated revenues. No single customer accounted for 10% or more of the accounts receivable balance at December 31, 2014 and 2013. There are no significant assets outside of the United States. |
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The Company classifies revenue into activity-driven revenue and organization-driven revenue. Activity-driven revenue is generated as a direct result of project activity on the CPM, Submittal Exchange, Greengrade and Latista solutions. Organization-driven revenue is generated when clients subscribe to the GradeBeam, PQM and BidOrganizer solutions. These fees are dependent on a number of characteristics of the organization, which may include size, complexity, type, or number of users. Organization-driven revenue also includes revenue from the sale of software licenses and related maintenance and training for the PlanSwift solution. |
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The breakdown of revenue between activity-driven and organization driven is as follows: |
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| Year Ended December 31, | | Three Months Ended December 31, | | Year Ended September 30, |
| 2014 | | 2013 | | 2013 | | 2012 |
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Activity-driven revenue | $ | 49,393 | | | $ | 9,372 | | | $ | 28,134 | | | $ | 19,064 | |
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Organization-driven revenue | 13,575 | | | 2,631 | | | 7,400 | | | 2,617 | |
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Total revenue | $ | 62,968 | | | $ | 12,003 | | | $ | 35,534 | | | $ | 21,681 | |
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Share‑Based Compensation |
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The Company recognizes share-based compensation on stock option and restricted stock unit grants to employees and directors in the consolidated statements of operations based on their grant date fair values. The grant date fair values of the Company’s equity awards are amortized over the awards’ vesting periods on a straight-line basis. The Company had not recognized any share-based compensation expense related to the restricted stock units granted under the 2008 Plan prior to June 12, 2013. In connection with the IPO, all outstanding restricted stock units were terminated in accordance with their terms and became payable one year following the IPO, and the Company recorded share-based compensation expense equal to the fair value of the restricted stock units as of the IPO date. In addition, the Company has certain share-based arrangements with non-employees, which are remeasured at fair value on a quarterly basis and recorded as expense over the vesting period. See Note 14 for further details. |
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Income Taxes |
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The Company accounts for income taxes using an asset and liability approach, under which deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. A valuation allowance is established to reduce the carrying value of deferred tax assets if it is considered more likely than not that such assets will not be realized. Any change in the valuation allowance would be charged to income in the period such determination was made. |
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Convertible Debentures |
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In 2011, the Company issued convertible debentures with detachable warrants to purchase common stock. The Company evaluated features of the convertible debentures to determine whether embedded derivatives must be bifurcated and accounted for separately. Separately accounted for derivative financial instruments were recorded at fair value as of the issuance date of the convertible debentures, as a debt discount, and remeasured to fair value as of each subsequent balance sheet date. The Company determined the fair value of the debt using a discounted cash flow analysis based on the stated interest rate of the debt and scheduled principal payments, applying the Company’s incremental borrowing rate as the discount factor and the fair value of the detachable warrants using the Black-Scholes method. Proceeds remaining after recording any derivative financial instruments were allocated to the convertible debentures and the detachable warrants based on their relative fair values at the time of issuance. The unamortized debt discounts arising from separately‑accounted for derivative financial instruments and the allocation of proceeds to the detachable warrants were being amortized to interest expense from the issuance date through the various maturity dates of the convertible debentures. |
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A beneficial conversion feature exists if, at the issuance date, the accounting conversion price of the convertible debenture is less than the fair value of the common stock into which it is convertible. The Company calculates the amount of any beneficial conversion feature as the difference between the fair value of common stock at the issuance date and the accounting conversion price, multiplied by the number of common shares the investor can receive under the terms of the agreement. The beneficial conversion feature was recorded as a reduction to the convertible debentures' net carrying value and was being amortized over the period from the date of issuance to the maturity date of the convertible debentures. |
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Debt Issuance Costs |
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The Company incurred bank fees and loan filing costs and issued warrants in connection with loan origination or related amendments. These debt issuance costs are recorded in other assets and amortized to interest expense over the term of the related debt. |
Accretion of Redeemable Series A-1 Preferred Stock |
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Prior to its conversion to common stock in connection with the IPO, the Company’s redeemable Series A-1 preferred stock was redeemable at the election of the majority of the preferred stock holders beginning in October 2014. To the extent that redemption was requested, the holders would have received the greater of the fair value of the preferred stock at the time of redemption plus cumulative unpaid dividends, regardless if declared or undeclared, or the original issuance price plus cumulative unpaid dividends. The Company accreted the carrying value of the redeemable Series A-1 preferred stock to the redemption value each reporting period through a decrease or increase to additional paid-in capital. Upon completion of an initial public offering, the redeemable Series A-1 preferred stock would automatically convert to common shares at a fixed conversion rate of 1:2.84 and the Company would not record any further accretion. Upon completion of the IPO, the outstanding shares of the Company's Series A-1 and A-2 preferred stock automatically converted into shares of common stock at a conversion rate of 1:2.84 and the cumulative unpaid dividends were satisfied through the issuance of additional shares of common stock through an adjustment to the conversion rate. |
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Fair Value of Financial Instruments |
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Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurements are classified and disclosed in one of the following three categories: |
Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities; |
Level 2—Valuations based on quoted prices in active markets for similar assets and liabilities, quoted market prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; |
Level 3—Valuations based on inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. |
The carrying amounts of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, restricted cash, accounts payable, and accrued expenses approximate fair value because of their short maturities. The carrying values of the bank loan payable, convertible debentures and notes payable approximate their fair values based on a comparison of the interest rate and terms of such debt to the rates and terms of similar debt available for each period. |
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The Company determined that certain embedded features of the 2011 convertible debentures (see Note 8) were required to be bifurcated and accounted for as derivatives prior to the IPO. Derivative financial instruments, warrants and beneficial conversion features were recorded as a discount to the convertible debentures and were amortized to interest expense. In connection with the IPO and the automatic conversion of the convertible debentures to common stock, the Company wrote off the unamortized discounts and the derivative financial instruments (see Notes 8 and 18). |
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The fair value was determined using the binomial lattice pricing model prior to IPO. The Company determined the fair value using Level 3 inputs as follows: |
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| 9/30/12 | | | | | | | | | | | | | |
Dividend yield | — | | | | | | | | | | | | | | |
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Volatility | 40 | % | | | | | | | | | | | | | |
Risk-free rate | 0.46 | % | | | | | | | | | | | | | |
The following table sets forth a reconciliation of changes in the fair value of derivative financial instruments classified as liabilities: |
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| 9/30/13 | | 9/30/12 | | | | | | | | |
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Balance as of October 1 | $ | 439 | | | $ | 153 | | | | | | | | | |
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Initial fair value recorded as debt discount | — | | | 467 | | | | | | | | | |
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Change in fair value included in earnings | (439 | ) | | (181 | ) | | | | | | | | |
Balance as of September 30 | $ | — | | | $ | 439 | | | | | | | | | |
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In January and February 2013, in connection with a private placement of $6,750 of unsecured notes, the Company issued detachable warrants to purchase an aggregate of 86 shares of common stock with an exercise price equal to the greater of $13.92 and 90% of the price at which shares of common stock were offered in an IPO (see Note 10). The Company recorded the fair value of the warrants, calculated using the Black-Scholes model, as a discount to the notes and as a long-term liability since the exercise price was not fixed. In connection with the IPO, which fixed the exercise price, the fair value of the warrants of $435 was reclassified from other long-term liabilities to additional paid-in capital on the consolidated balance sheet. |
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Foreign Currency Transactions |
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The functional currency of the Company is the United States Dollar. Asset and liability balances denominated in a foreign currency are remeasured to U.S. dollars at end-of-period exchange rates. Foreign currency income and expenses are remeasured at average exchange rates in effect during the period. Foreign currency translation differences have not been material to date and have been included in the statement of operations as incurred through the quarter ended March 31, 2013. Beginning in the quarter ended June 30, 2013, the Company recorded foreign currency translation differences in accumulated other comprehensive income (loss). |
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Comprehensive Income (Loss) |
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The Company's comprehensive income (loss) is comprised of net income (loss) plus other comprehensive income (loss), which is comprised of foreign currency translation adjustments. Comprehensive loss was $24,977, $6,623, $36,907 and $15,927 for the year ended December 31, 2014, the three months ended December 31, 2013, and the years ended September 30, 2013 and 2012, of which $176, $88, $2,756 and $2,866, respectively, was attributable to the non-controlling interest. |
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Net Loss Per Share |
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Basic net loss per share available to Textura Corporation common stockholders is calculated by dividing the net loss available to Textura Corporation common stockholders by the weighted-average number of common shares outstanding, less any treasury shares, during the period. |
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Prior to the completion of the IPO, in calculating net loss available to common stockholders, cumulative undeclared preferred stock dividends on the Series A-2 preferred stock and accretion to the redemption value of the redeemable Series A-1 preferred stock and redeemable non-controlling interest were deducted from net loss attributable to Textura Corporation stockholders. Although the redeemable Series A-1 preferred stock, Series A-2 preferred stock, and non-controlling interest were participating securities, there was no allocation of the Company’s net losses to these participating securities under the two-class method because they were not contractually required to share in the Company’s losses. Subsequent to the IPO, which resulted in the automatic conversion of the outstanding preferred stock into common stock, the Company only deducts the redeemable non-controlling interest accretion from net loss attributable to Textura Corporation stockholders. |
The following outstanding equity securities were excluded from the computation of diluted net loss per share available to Textura Corporation common stockholders as their inclusion would have been anti-dilutive: |
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| Year Ended December 31, | | Three Months Ended December 31, | | Year Ended September 30, | | | | |
| 2014 | | 2013 | | 2013 | | 2012 | | | | |
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Conversion of redeemable or convertible preferred stock | — | | | — | | | — | | | 5,558 | | | | | |
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Conversion of Submittal Exchange Holdings Class A preferred units | — | | | — | | | — | | | 963 | | | | | |
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Outstanding Restricted stock units | 190 | | | 719 | | | 709 | | | 630 | | | | | |
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Outstanding stock options | 3,499 | | | 3,747 | | | 3,302 | | | 2,446 | | | | | |
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Outstanding common and preferred warrants | 1,248 | | | 1,287 | | | 1,320 | | | 1,413 | | | | | |
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Outstanding employee stock purchase plan units | 3 | | | — | | | 0 | | | — | | | | | |
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Total excluded securities | 4,940 | | | 5,753 | | | 5,331 | | | 11,010 | | | | | |
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Preferred stock, Submittal Exchange Holdings Class A preferred units and restricted stock units were considered contingently issuable common shares prior to the IPO and, accordingly, were not included in diluted EPS because the contingency had not been met. The table also excludes conversion of 2011 Debentures, because the number of shares upon conversion could not be calculated until an initial public offering. |
Recently Issued Accounting Standards |
In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-15 (‘‘ASU 2014-15’’), “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern.’’ Under the new guidance, management will be required to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The provisions of ASU 2014-15 are effective for annual reporting periods beginning after December 15, 2016, and for annual and interim periods thereafter. |
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In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09 (‘‘ASU 2014-09’’), “Revenue from Contracts with Customers.” ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The Company is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements. |