Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 30, 2014 | |
Document And Entity Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'TNET | ' |
Entity Registrant Name | 'TRINET GROUP INC | ' |
Entity Central Index Key | '0000937098 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 69,046,149 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $122,601 | $94,356 |
Restricted cash | 15,269 | 15,267 |
Prepaid income taxes | 8,873 | 3,331 |
Deferred income taxes | 68 | 68 |
Prepaid expenses | 7,153 | 7,849 |
Deferred loan costs and other current assets | 5,190 | 5,238 |
Worksite employee related assets | 663,800 | 772,437 |
Total current assets | 822,954 | 898,546 |
Workers compensation receivable | 22,356 | 25,381 |
Restricted cash and investments | 41,927 | 36,968 |
Property and equipment, net | 26,648 | 25,690 |
Goodwill | 288,857 | 288,857 |
Other intangible assets, net | 120,471 | 134,020 |
Deferred income taxes | 1,000 | 1,000 |
Deferred loan costs and other assets | 16,214 | 24,276 |
Total assets | 1,340,427 | 1,434,738 |
Current liabilities: | ' | ' |
Accounts payable | 8,505 | 7,315 |
Accrued corporate wages | 19,524 | 26,264 |
Deferred income taxes | 20,439 | 16,535 |
Current portion of notes payable and borrowings under capital leases | 6,589 | 6,669 |
Other current liabilities | 16,569 | 9,078 |
Worksite employee related liabilities | 657,567 | 767,624 |
Total current liabilities | 729,193 | 833,485 |
Notes payable and borrowings under capital leases, less current portion | 595,647 | 812,208 |
Workers compensation liabilities | 49,712 | 45,309 |
Deferred income taxes | 6,401 | 8,888 |
Other liabilities | 5,598 | 5,210 |
Total liabilities | 1,386,551 | 1,705,100 |
Commitments and contingencies (Note 9) | ' | ' |
Stockholders’ deficit: | ' | ' |
Preferred stock value | ' | ' |
Common stock, $.000025 per share stated value; 750,000,000 shares authorized; 68,966,451 and 15,259,540 shares issued and outstanding at March 31, 2014 and December 31, 2013 | 420,212 | 74,160 |
Accumulated deficit | -466,120 | -467,209 |
Accumulated other comprehensive loss | -216 | -191 |
Total stockholders’ deficit | -46,124 | -393,240 |
Total liabilities and stockholders’ deficit | 1,340,427 | 1,434,738 |
Series G Convertible Preferred Stock | ' | ' |
Current liabilities: | ' | ' |
Convertible preferred stock value | ' | 59,059 |
Series H Convertible Preferred Stock | ' | ' |
Current liabilities: | ' | ' |
Convertible preferred stock value | ' | $63,819 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | Series G Convertible Preferred Stock | Series G Convertible Preferred Stock | Series H Convertible Preferred Stock | Series H Convertible Preferred Stock | ||
Convertible preferred stock, per share stated value | ' | ' | ' | $0.00 | ' | $0.00 |
Convertible preferred stock, aggregate liquidation preference, amount | ' | ' | ' | $59,306 | ' | $60,000 |
Convertible preferred stock, shares authorized | ' | ' | 0 | 5,391,441 | 0 | 4,124,986 |
Convertible preferred stock, shares issued | ' | ' | 0 | 5,391,441 | 0 | 4,124,986 |
Convertible preferred stock, shares outstanding | ' | ' | 0 | 5,391,441 | 0 | 4,124,986 |
Preferred stock, per share stated value | $0.00 | $0.00 | ' | ' | ' | ' |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ' | ' | ' | ' |
Preferred stock, shares issued | 0 | 0 | ' | ' | ' | ' |
Preferred stock, shares outstanding | 0 | 0 | ' | ' | ' | ' |
Common stock, per share stated value | $0.00 | $0.00 | ' | ' | ' | ' |
Common stock, shares authorized | 750,000,000 | 750,000,000 | ' | ' | ' | ' |
Common stock, shares issued | 68,966,451 | 15,259,540 | ' | ' | ' | ' |
Common stock, shares outstanding | 68,966,451 | 15,259,540 | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Professional service revenues | $82,875 | $59,231 |
Insurance service revenues | 426,037 | 291,839 |
Total revenues | 508,912 | 351,070 |
Costs and operating expenses: | ' | ' |
Insurance costs | 381,157 | 253,912 |
Cost of providing services (exclusive of depreciation and amortization of intangible assets) | 33,643 | 22,815 |
Sales and marketing | 31,837 | 22,631 |
General and administrative | 14,337 | 12,487 |
Systems development and programming costs | 5,894 | 4,510 |
Amortization of intangible assets | 13,549 | 10,306 |
Depreciation | 3,218 | 2,826 |
Total costs and operating expenses | 483,635 | 329,487 |
Operating income | 25,277 | 21,583 |
Other income (expense): | ' | ' |
Interest expense and bank fees | -21,852 | -5,152 |
Other, net | 103 | 73 |
Income before provision for income taxes | 3,528 | 16,504 |
Provision for income taxes | 1,988 | 5,967 |
Net income | $1,540 | $10,537 |
Net income per share: | ' | ' |
Basic | $0.03 | $0.22 |
Diluted | $0.03 | $0.20 |
Weighted average shares: | ' | ' |
Basic | 16,775,513 | 10,769,530 |
Diluted | 19,397,777 | 14,445,039 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net income | $1,540 | $10,537 |
Other comprehensive loss, net of tax | ' | ' |
Unrealized gains on investments | 16 | 5 |
Unrealized losses on interest rate cap | ' | -13 |
Foreign currency translation adjustments | -42 | -11 |
Total other comprehensive loss, net of tax | -26 | -19 |
Comprehensive income | $1,514 | $10,518 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities | ' | ' |
Net income | $1,540 | $10,537 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 22,028 | 13,178 |
Deferred income taxes | 1,412 | 2,414 |
Stock-based compensation | 2,147 | 1,360 |
Excess tax benefit from equity incentive plan activity | -1,753 | -107 |
Accretion of workers compensation and leases fair value adjustment | -347 | -384 |
Changes in operating assets and liabilities: | ' | ' |
Restricted cash | -3,961 | -645 |
Prepaid expenses and other current assets | -1,411 | 877 |
Workers compensation receivables | 3,379 | 717 |
Other assets | 4,033 | 742 |
Accounts payable | 2,078 | -586 |
Income tax payable/receivable | -3,789 | 3,613 |
Other current liabilities | 1,532 | 739 |
Other liabilities | 4,869 | -3,211 |
Worksite employee related assets | 108,637 | -56,969 |
Worksite employee related liabilities | -110,057 | 63,440 |
Net cash provided by operating activities | 30,337 | 35,715 |
Investing activities | ' | ' |
Proceeds from sale and maturity of debt securities | ' | 500 |
Purchase of debt securities | -1,000 | -6,752 |
Purchase of property and equipment | -5,064 | -2,224 |
Net cash used in investing activities | -6,064 | -8,476 |
Financing activities | ' | ' |
Proceeds from issuance of common stock | 218,859 | ' |
Proceeds from issuance of common stock on exercised options | 494 | 283 |
Excess tax benefit from equity incentive plan activity | 1,753 | 107 |
Repayment of notes payable | -216,575 | -2,333 |
Payments of special dividend | ' | -28 |
Borrowings under capital leases | 47 | ' |
Repayments under capital leases | -113 | -206 |
Repurchase of common stock | -451 | -2,689 |
Net cash provided by (used in) financing activities | 4,014 | -4,866 |
Effect of exchange rate changes on cash and cash equivalents | -42 | -11 |
Net increase in cash and cash equivalents | 28,245 | 22,362 |
Cash and cash equivalents at beginning of year | 94,356 | 63,749 |
Cash and cash equivalents at end of year | 122,601 | 86,111 |
Supplemental disclosures of cash flow information | ' | ' |
Cash paid for interest | 9,093 | 4,312 |
Cash paid for income taxes, net of refunds | 4,352 | -199 |
Supplemental schedule of noncash investing and financing activities | ' | ' |
Special dividend payable on unvested restricted stock units | 35 | 70 |
Payable for purchase of property and equipment | $632 | $46 |
Description_of_Business_and_Si
Description of Business and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Description of Business and Significant Accounting Policies | ' |
NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | |
Description of Business | |
TriNet Group, Inc. (the Company or TriNet), a Delaware corporation incorporated in January 2000, provides a comprehensive human resources solution for small to medium-sized businesses. The Company’s solution includes payroll processing, human capital consulting, employment law compliance and employee benefits, including health insurance, retirement plans and workers compensation insurance. | |
The Company provides its services through co-employment relationships with its customers, under which the Company and its customers each take responsibility for certain portions of the employer-employee relationship for worksite employees (WSEs). The Company is the employer of record for most administrative and regulatory purposes, including the following: (i) compensation through wages and salaries; (ii) employer payroll-related taxes payment; (iii) employee payroll-related taxes withholding and payment; (iv) employee benefit programs including health and life insurance, and others; and (v) workers compensation coverage. | |
Initial Public Offering | |
In March 2014, the Company completed its initial public offering (IPO) in which the Company issued and sold 15,000,000 shares of common stock at a public offering price of $16.00 per share. In addition, another 2,250,000 shares were sold by certain selling stockholders pursuant to the underwriters’ option to purchase additional shares. The Company received net proceeds of approximately $218.0 million, after deducting underwriting discounts and commissions of $16.8 million and offering expenses of $5.3 million. The Company did not receive any proceeds from the sale by the selling stockholders. Upon the closing of the IPO, all shares of the Company’s then-outstanding preferred stock were converted into an aggregate of 38,065,708 shares of common stock. | |
Segment Information | |
The Company operates in one reportable segment in accordance with ASC 280. All of the Company’s service revenues are generated from external customers. Less than 1% of revenues are generated outside of the United States of America (U.S.). Substantially all of the Company’s long-lived assets are located in the U.S. | |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements and footnotes thereto of the Company and its wholly owned subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933 with the SEC on March 27, 2014. There have been no changes to the Company’s significant accounting policies described in the prospectus that have had a material impact on our consolidated financial statements and related notes. All intercompany accounts and transactions have been eliminated in consolidation. | |
The accompanying unaudited consolidated balance sheets present the current assets and current liabilities directly related to the processing of human resources transactions as WSE-related assets and WSE-related liabilities, respectively. WSE-related assets comprise cash and investments restricted for current workers compensation claim payments, payroll funds collected, accounts receivable, unbilled service revenues, and refundable or prepaid amounts related to the Company-sponsored workers compensation and health plan programs. WSE-related liabilities comprise customer prepayments, wages and payroll taxes accrued and payable, and liabilities related to the Company-sponsored workers compensation and health plan programs resulting from workers compensation case reserves, premium amounts due to providers for enrolled employees, and workers compensation and health reserves that are expected to be disbursed within the next 12 months. | |
The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for fair presentation. The results of the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. | |
Seasonality | |
Historically, the Company has experienced its highest monthly addition of WSEs, as well as its highest monthly levels of client attrition, in the month of January, primarily because clients that change their payroll service providers tend to do so at the beginning of a calendar year. In addition, the Company experiences higher levels of client attrition in connection with renewals of the health insurance it provides for its WSEs, in the event that such renewals result in increased premiums that it passes on to its clients. The Company has also historically experienced higher insurance claim volumes in the second and third quarters of a fiscal year than in the first and fourth quarters of a fiscal year, as WSEs typically access their health care providers more often in the second and third quarters of a fiscal year, which has negatively impacted the Company’s insurance costs in these quarters. These historical trends may change, and other seasonal trends may develop that make it more difficult for the Company to manage its business. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. These estimates include, but are not limited to, allowances for accounts receivable, workers compensation related assets and liabilities, health plan assets and liabilities, recoverability of goodwill and other intangible assets, income taxes, stock-based compensation and other contingent liabilities. Such estimates are based on historical experience and on various other assumptions that Company management believes to be reasonable under the circumstances. Actual results could differ from those estimates. | |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (FASB) issued ASU 2013-11—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. ASU 2013-11 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, however retrospective application is permitted. The Company adopted this guidance in 2014. The adoption of ASU 2013-11 did not have a material impact on the Company’s consolidated financial statements. |
Worksite_EmployeeRelated_Asset
Worksite Employee-Related Assets and Liabilities | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Worksite Employee-Related Assets and Liabilities | ' | |||||||
NOTE 2. WORKSITE EMPLOYEE-RELATED ASSETS AND LIABILITIES | ||||||||
The following schedule presents the components of the Company’s WSE-related assets and WSE-related liabilities (in thousands): | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Worksite employee-related assets: | ||||||||
Restricted cash | $ | 44,765 | $ | 19,154 | ||||
Restricted investment | 2,317 | 2,317 | ||||||
Payroll funds collected | 314,551 | 490,058 | ||||||
Unbilled revenue, net of advance collection of $33,634 and $54,159 at March 31, 2014 | 255,209 | 200,641 | ||||||
and December 31, 2013, respectively | ||||||||
Accounts receivable, net of allowance for doubtful accounts of $406 and $865 at | 9,704 | 10,450 | ||||||
March 31, 2014 and December 31,2013, respectively | ||||||||
Prepaid health plan expenses | 4,240 | 7,584 | ||||||
Refundable health plan premiums | 667 | 17,601 | ||||||
Refundable workers compensation premiums | 28,995 | 20,834 | ||||||
Prepaid workers compensation expenses | 1,622 | 1,414 | ||||||
Other payroll assets | 1,730 | 2,384 | ||||||
Total worksite employee-related assets | $ | 663,800 | $ | 772,437 | ||||
Worksite employee-related liabilities: | ||||||||
Unbilled wages accrual | $ | 279,186 | $ | 243,640 | ||||
Payroll taxes payable | 209,966 | 358,285 | ||||||
Health benefits payable | 77,036 | 67,132 | ||||||
Customer prepayments | 44,603 | 51,902 | ||||||
Workers compensation payable | 26,543 | 23,453 | ||||||
Other payroll deductions | 20,233 | 23,212 | ||||||
Total worksite employee-related liabilities | $ | 657,567 | $ | 767,624 | ||||
Marketable_Securities_and_Fair
Marketable Securities and Fair Value Measurements | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Marketable Securities and Fair Value Measurements | ' | |||||||||||||||
NOTE 3. MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS | ||||||||||||||||
The Company’s noncurrent restricted cash and investments include $37.4 million of available-for-sale marketable securities, $4.0 million of cash collateral, and $0.5 million of certificates of deposit at March 31, 2014. The available-for-sale marketable securities as of March 31, 2014 and December 31, 2013 consist of the following (in thousands): | ||||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||
31-Mar-14 | ||||||||||||||||
U.S. treasuries | $ | 36,838 | $ | 54 | $ | (12 | ) | $ | 36,880 | |||||||
Mutual funds | 500 | 8 | - | 508 | ||||||||||||
Total investments | $ | 37,338 | $ | 62 | $ | (12 | ) | $ | 37,388 | |||||||
December 31, 2013: | ||||||||||||||||
U.S. treasuries | $ | 35,900 | $ | 38 | $ | (20 | ) | $ | 35,918 | |||||||
Mutual funds | 500 | 8 | – | 508 | ||||||||||||
Total investments | $ | 36,400 | $ | 46 | $ | (20 | ) | $ | 36,426 | |||||||
There were no realized gains or losses for the three months ended March 31, 2014 and 2013. As of March 31, 2014 and December 31, 2013, the contractual maturities of the U.S. treasuries were two to three years. | ||||||||||||||||
As of March 31, 2014, certain of the Company’s U.S. treasuries were in unrealized loss position principally due to changes in interest rates and credit spreads. No U.S. treasuries were in an unrealized loss position for more than 12 months as of either March 31, 2014 or December 31, 2013. In analyzing an issuer’s financial condition, the Company considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. The fair value of these securities in an unrealized loss position represented 18% of the total fair value of all securities available for sale and their unrealized loss was $0.01 million as of March 31, 2014. As the Company has the ability to hold debt securities until maturity, or for the foreseeable future as classified as available for sale, no decline was deemed to be other-than-temporary. | ||||||||||||||||
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. | ||||||||||||||||
As a basis for considering such assumptions, the Company uses a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | ||||||||||||||||
· | Level I—observable inputs such as quoted prices in active markets | |||||||||||||||
· | Level II—inputs other than the quoted prices in active markets that are observable either directly or indirectly | |||||||||||||||
· | Level III—unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions | |||||||||||||||
This hierarchy requires the Company to use observable market data when available and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, the Company measures its financial assets at fair value. | ||||||||||||||||
The following table summarizes the Company’s financial assets measured at fair value on a recurring basis (in thousands): | ||||||||||||||||
Total | Level I | Level II | Level III | |||||||||||||
Fair Value | ||||||||||||||||
Assets: | ||||||||||||||||
31-Mar-14 | ||||||||||||||||
Certificate of deposit | $ | 2,859 | $ | 2,859 | – | $ | - | |||||||||
U.S. treasuries | 36,880 | 36,880 | – | – | ||||||||||||
Mutual funds | 508 | 508 | – | – | ||||||||||||
Interest rate cap | 25 | – | 25 | – | ||||||||||||
Total | $ | 40,272 | $ | 40,247 | $ | 25 | $ | - | ||||||||
December 31, 2013: | ||||||||||||||||
Certificate of deposit | $ | 2,858 | $ | 2,858 | $ | - | $ | - | ||||||||
U.S. treasuries | 35,918 | 35,918 | – | – | ||||||||||||
Mutual funds | 508 | 508 | – | – | ||||||||||||
Interest rate cap | 47 | – | 47 | – | ||||||||||||
Total | $ | 39,331 | $ | 39,284 | $ | 47 | $ | 0 | ||||||||
There were no transfers between Level I and Level II assets for the three months ended March 31, 2014 or the year ended December 31, 2013. | ||||||||||||||||
As of March 31, 2014 and December 31, 2013, certificate of deposit consisted of certificates of deposit held by domestic financial institutions, of which $2.3 million are presented as restricted investments within WSE-related assets and $0.5 million are presented as noncurrent restricted investments in the accompanying consolidated balance sheets. | ||||||||||||||||
The book value of the Company’s financial instruments not measured at fair value, including cash, restricted cash, WSE-related assets and liabilities, line of credit and accrued corporate wages, approximates fair value due to the relatively short maturity, cash repayments or market interest rates of such instruments. The fair value of such financial instruments, other than cash and restricted cash, is determined using the income approach based on the present value of estimated future cash flows. The fair value of all of these instruments would be categorized as Level II of the fair value hierarchy, with the exception of cash and cash equivalents, which would be categorized as Level I. | ||||||||||||||||
At March 31, 2014 and December 31, 2013, the carrying value of our notes payable of $601.9 million and $818.4 million, respectively, approximated fair value. The estimate fair values of our notes payable are considered a Level II valuation in the hierarchy for fair value measurement and are based on a cash flow model discounted at market interest rates that considers the underlying risks of unsecured debt. |
Notes_Payable_and_Borrowings_u
Notes Payable and Borrowings under Capital Leases | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Notes Payable and Borrowings under Capital Leases | ' | |||||||
NOTE 4. NOTES PAYABLE AND BORROWINGS UNDER CAPITAL LEASES | ||||||||
The following schedule summarizes the components of the Company’s notes payable and borrowings under capital leases balances (in thousands): | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Notes payable under credit facility | $ | 601,850 | $ | 818,425 | ||||
Capital leases | 386 | 452 | ||||||
Less current portion | (6,589 | ) | (6,669 | ) | ||||
$ | 595,647 | $ | 812,208 | |||||
In August 2013, the Company, as guarantor, its subsidiary TriNet HR Corporation, as borrower, and certain of its other subsidiaries as subsidiary guarantors entered into two senior secured credit facilities: | ||||||||
· | a $705.0 million first lien credit facility with JPMorgan Chase Bank, N.A., as administrative agent; and | |||||||
· | a $190.0 million second lien credit facility with Wilmington Trust, National Association, as administrative agent. | |||||||
The credit facilities are secured by substantially all of the Company’s assets and the assets of the borrower and of the subsidiary guarantors, other than specifically excluded assets. | ||||||||
The first lien credit facility provides for a five-year revolving credit facility of $75.0 million, three-year first lien tranche B-1 term loan of $175.0 million and seven-year first lien tranche B-2 term loan of $455.0 million. A second lien credit facility provides for seven-year-and-six-month term loan of $190.0 million. All first lien and second lien term loans were fully drawn in August 2013. The $75.0 million revolving credit facility includes capacity for a $30.0 million letter of credit facility and a $10.0 million swingline facility. The total unused portion of the revolving credit facility was $52.2 million as of March 31, 2014, since $22.8 million of the facility was used to backstop letters of credit outstanding in a previous credit facility. The proceeds of the first and second lien credit facilities were used to repay approximately $448.3 million of indebtedness outstanding under the Company’s previous credit facility, declare a special dividend, provide cash collateral to guarantee a letter of credit and pay transaction costs. In connection with the credit facilities, the Company incurred $23.1 million of debt issuance costs, which were deferred and are being amortized over the term of the credit facilities. | ||||||||
In March 2014, the proceeds from the IPO were used to fully repay the $190.0 million second lien credit facility, which resulted in a prepayment premium of $3.8 million, and to repay $25.0 million of the first lien tranche B-1 term loan. Additionally, the remaining balance of the loan fees associated with the second lien credit facility and a portion of the loan fees associated with the first lien credit facility were fully amortized in March 2014 for a charge of $5.0 million. | ||||||||
The credit facilities contain customary representations and warranties and customary affirmative and negative covenants applicable to us and our subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness, and dividends and other distributions. Under the revolving credit facility, so long as there are any outstanding revolving loans and/or outstanding letters of credit in excess of $15.0 million other than letters of credit that have been cash collateralized, we are required to comply with a financial covenant that requires us and our subsidiaries to maintain a maximum first lien leverage ratio at 5.50 to 1.00 on a consolidated basis as of March 31, 2014. The Company was in compliance with the restrictive covenants under the credit facilities at March 31, 2014. |
Convertible_Preferred_Stock
Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2014 | |
Convertible Preferred Stock | ' |
NOTE 5. CONVERTIBLE PREFERRED STOCK | |
On June 7, 2005, the Company issued 5,391,441 shares of Series G convertible preferred stock (Series G) at $11.00 per share for an aggregate cash purchase price of $59.3 million. The Company recorded the issuance of Series G at $59.1 million, net of issuance costs of $0.2 million. On June 1, 2009, the Company issued 4,124,986 shares of Series H convertible preferred stock (Series H) at $16.69 per share for an aggregate cash purchase price of $68.8 million. The Company recorded the issuance of Series H at $63.8 million, net of issuance costs of $5.0 million. Upon the issuance of Series H, certain terms related to Series G were amended. In March 2014, upon completion of the Company’s IPO, all of the outstanding shares of Series H and Series G were converted into 38,065,708 shares of common stock. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Stockholders' Equity | ' | |||||||||||||
NOTE 6: STOCKHOLDERS’ EQUITY | ||||||||||||||
Equity-Based Incentive Plans | ||||||||||||||
In 2000, the Company established the 2000 Equity Incentive Plan (the 2000 Plan), which provided for granting incentive stock options, nonstatutory stock options, bonus awards and restricted stock awards to eligible employees, directors, and consultants of the Company. In December 2009, the Board of Directors approved the 2009 Equity Incentive Plan (the 2009 Plan) as the successor to and continuation of the 2000 Plan. As of the 2009 Plan effective date, remaining shares available for issuance under the 2000 Plan were cancelled and became available for issuance under the 2009 Plan. No additional stock awards will be granted under the 2000 Plan. The 2009 Plan provides for the grant of the following awards to eligible employees, directors, and consultants: incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other stock awards. Incentive stock options may only be granted to employees. Nonemployee directors are eligible to receive nonstatutory stock options automatically at designated intervals over their period of continuous service on the Board. In February 2014, the Board approved an amendment to the 2009 Plan authorizing an additional 3,000,000 shares available for grant. The amended 2009 Plan also provides that the number of shares reserved for issuance under the 2009 Plan will increase on January 1 of each year for a period of up to five years by 4.5% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year, which will begin on January 1, 2015 and continue through January 1, 2019. | ||||||||||||||
The exercise price per share of all incentive stock options granted under the 2000 Plan and the 2009 Plan must be at least equal to the fair market value of the shares at the date of grant as determined by the Board of Directors. Options issued to recipients other than nonemployee directors generally vest over four years with a one year cliff and monthly thereafter, and have a maximum contractual term of 10 years. Options issued to members of the Board of Directors are issued with varying vesting schedules. Incentive stock options granted at 110% of the fair market value to stockholders who have greater than 10% ownership have a maximum term of five years. | ||||||||||||||
The Company also has granted restricted stock units to members of the Board of Directors and certain executives. These restricted stock units represent rights to receive shares of the Company’s common stock on satisfaction of applicable vesting conditions. The fair value of restricted stock units is equal to the fair value of the Company’s common stock on the date of grant. The restricted stock units vest at a rate of 25% at the end of the first year and then pro rata monthly thereafter over the remaining vesting term of three or two years, as applicable. | ||||||||||||||
Stock option plan activity under the 2000 Plan and the 2009 Plan is summarized as follows: | ||||||||||||||
Shares Available for Grant | ||||||||||||||
Balance at December 31, 2013 | 2,004,464 | |||||||||||||
Authorized | 3,000,000 | |||||||||||||
Granted | (2,448,500 | ) | ||||||||||||
Forfeited | 66,052 | |||||||||||||
Expired | 6,580 | |||||||||||||
Balance at March 31, 2014 | 2,628,596 | |||||||||||||
The following table summarizes stock option activity under the Company’s equity-based plans for the three months ended March 31, 2014: | ||||||||||||||
Number | Weighted | Weighted- | Aggregate | |||||||||||
of Shares | Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual | (in thousands) | ||||||||||||
Term | ||||||||||||||
(Years) | ||||||||||||||
Balance at December 31, 2013 | 6,281,148 | $ | 1.74 | 8.55 | $ | 53,373 | ||||||||
Granted | 2,448,500 | 11.2 | ||||||||||||
Exercised | (590,482 | ) | 0.84 | |||||||||||
Forfeited | (66,052 | ) | 2.54 | |||||||||||
Expired | (6,580 | ) | 0.5 | |||||||||||
Balance at March 31, 2014 | 8,066,534 | $ | 4.67 | 8.81 | $ | 134,227 | ||||||||
Exercisable at March 31, 2014 | 1,408,826 | $ | 0.79 | 7.63 | $ | 28,905 | ||||||||
Vested and expected to vest at March 31, 2014 | 7,322,533 | $ | 3.88 | 8.76 | $ | 127,667 | ||||||||
The weighted-average grant-date fair value of stock options granted in each of the three months ended March 31, 2014 and March 31, 2013 was $6.18 and $3.72 per share, respectively. The total fair value of options vested for the three months ended March 31, 2014 and March 31, 2013 was $3.4 million and $1.7 million, respectively. | ||||||||||||||
The total intrinsic value of options exercised for the three months ended March 31, 2014 and March 31, 2013 was $6.2 million and $0.8 million, respectively. Cash received from options exercised during the three months ended March 31, 2014 and March 31, 2013 was $0.5 million and $0.3 million, respectively. The exercise price of all options granted was equal to the fair value of the common stock on the date of grant. | ||||||||||||||
As of March 31, 2014, unrecognized compensation expense, net of forfeitures, associated with nonvested options outstanding was $27.7 million and is expected to be recognized over a weighted-average period of 3.21 years. | ||||||||||||||
For the three months ended March 31, 2014, there were no grants, vesting, or forfeitures of restricted stock units. The total grant date fair value of restricted stock units vested in the three months ended March 31, 2014 and 2013 was $0.0 million and $0.1 million, respectively. As of March 31, 2014, unrecognized compensation expense, net of forfeitures, associated with the nonvested restricted stock units outstanding was $0.5 million, and is expected to be recognized over a weighted-average period of 3.25 years. | ||||||||||||||
Stock Split | ||||||||||||||
On March 7, 2014, the Company’s board of directors and stockholders approved and effected an amendment to the amended and restated certificate of incorporation providing for a 2-for-1 stock split of the outstanding common stock. All of the share numbers, share prices, and exercise prices have been adjusted within these financial statements, on a retroactive basis, to reflect this 2-for-1stock split. | ||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||
The Company adopted the 2014 Employee Stock Purchase Plan (ESPP) in February 2014, which became effective on March 26, 2014. The ESPP was approved with a reserve of 1.1 million shares of common stock for future issuance under various terms provided for in the ESPP, which will automatically increase on January 1 of each year from 2015 through 2024 by the lesser of 1% of the total number of shares outstanding on December 31 of the preceding calendar year or 1,800,000 shares. We commenced our first purchase period under the ESPP on March 26, 2014 with the purchase price at the lesser of 85% of the fair market value of the common stock on the offering date and 85% of the fair market value of the common stock on the applicable purchase date. Offering periods will be six months in duration and will end on or about May 15 and November 15 of each year, with the exception of the initial offering period which commenced on March 26, 2014 and that ends on November 14, 2014. Employees may contribute a minimum of 1% and a maximum of 15% of their earnings. | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
Stock-based compensation expense of $2.1 million and $1.4 million was recognized for the three months ended March 31, 2014 and 2013, respectively. An income tax benefit of $0.6 million and $0.2 million was recognized relating to stock-based compensation expense for the three months ended March 31, 2014 and 2013, respectively. The actual tax benefit realized from stock options exercised was $2.4 million and $0.3 million for the three months ended March 31, 2014 and 2013, respectively. | ||||||||||||||
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||||||||
Three Months Ended March 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Expected term (in years) | 6.05 | 6.03 | ||||||||||||
Expected volatility | 58.3 | % | 49 | % | ||||||||||
Risk-free interest rate | 1.8 | % | 1.13 | % | ||||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||||
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share | ' | |||||||
NOTE 7: EARNINGS PER SHARE | ||||||||
Basic net income per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and participating convertible preferred stock that were outstanding prior to the IPO. Diluted net income per share is computed by giving effect to all potential shares of common stock, including shares issuable upon the conversion of our convertible preferred stock that were outstanding prior to the IPO, shares issuable upon the exercise of outstanding stock options, and stock related to unvested restricted stock unit awards to the extent dilutive. | ||||||||
The following table sets forth the computation of the Company’s basic and diluted net income per share attributable to common stock (in thousands, except per share data): | ||||||||
Three months ended March 31, | ||||||||
2014 | 2013 | |||||||
Numerator (basic) | ||||||||
Net income | $ | 1,540 | $ | 10,537 | ||||
Less net income allocated to participating securities | (1,065 | ) | (8,213 | ) | ||||
Net income attributable to common stock | $ | 475 | $ | 2,324 | ||||
Denominator (basic) | ||||||||
Weighted average shares of common stock outstanding | 16,776 | 10,770 | ||||||
Basic EPS | $ | 0.03 | $ | 0.22 | ||||
Numerator (diluted) | ||||||||
Net income | $ | 1,540 | $ | 10,537 | ||||
Less net income allocated to participating securities | (1,016 | ) | (7,638 | ) | ||||
Net income attributable to common stock | $ | 524 | $ | 2,899 | ||||
Denominator (diluted) | ||||||||
Weighted average shares of common stock | 16,776 | 10,770 | ||||||
Dilutive effect of stock options and restricted stock units | 2,622 | 3,676 | ||||||
Weighted average shares of common stock outstanding | 19,398 | 14,445 | ||||||
Diluted EPS | $ | 0.03 | $ | 0.2 | ||||
Common stock equivalents excluded from income per diluted share because of | 1,511 | 653 | ||||||
their anti-dilutive effect | ||||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Taxes | ' |
NOTE 8. INCOME TAXES | |
The Company is subject to taxation in the United States and Canada. However, business is conducted primarily in the United States. The effective tax rate differs from the statutory rate primarily due to state taxes, tax credits and changes in uncertain tax positions. The Company makes estimates and judgments about its future taxable income that are based on assumptions that are consistent with the Company’s plans and estimates. Should the actual amounts differ from these estimates, the amount of the valuation allowance could be materially affected. | |
Income taxes are computed using the asset and liability method, under which deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Changes in valuation allowances are reflected as a component of provision for income taxes. | |
The effective tax rate (ETR) was 56.4% and 36.2% for the three months ended March 31, 2014 and 2013, respectively. The increase is primarily due to non-deductible stock-based compensation related to February 2014 stock option grants and to a discrete tax charge of $0.5 million, or 14.4% of the ETR, for the revaluation of deferred taxes, based on a regulatory state tax change enacted during the three months ended March 31, 2014. The remainder of the increase is primarily due to the expiration of the federal research and development tax credit in 2014, as well as a release of uncertain tax positions recognized for the three months ended March 31, 2013. | |
The Company has not been subject to U.S. federal, state and local income tax examinations by tax authorities in material jurisdictions for tax years beginning prior to January 1, 2009. However, there are outstanding Notices of Proposed Assessment disallowing employment tax credits totaling $10.5 million in connection with the Internal Revenue Service (IRS) examination of Gevity HR, Inc. and Subsidiaries, which was acquired by TriNet on June 1, 2009. While Appeals has denied the credits, and the Company plans to exhaust all administrative efforts to resolve this issue, it is likely that the matter will ultimately be resolved through litigation. With regard to these FICA tip tax credits, the Company believes it is more likely than not that the Company will prevail. Therefore, no reserve has been recognized related to this matter. TriNet was notified by the IRS during the quarter ended March 31, 2014 that the Company has been selected for examination for the 2012 tax year. | |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies | ' |
NOTE 9. COMMITMENTS AND CONTINGENCIES | |
Lease Commitments | |
The Company leases office facilities, including its headquarters and other facilities, and equipment under non-cancelable operating leases. The Company also leases certain software and furniture, fixtures, and equipment under capital leases. The lease agreements generally provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised. The Company recognizes rent expense on a straight-line basis over the lease period and accrues for rent expense incurred but not paid. Rent expense for the three months ended March 31, 2014 and 2013 was $2.8 million and $2.2 million, respectively. | |
Operating Covenants | |
To meet various states’ licensing requirements and maintain accreditation by Employer Services Assurance Corporation, the Company is subject to various minimum working capital and net worth requirements. As of March 31, 2014, the Company believes it has fully complied in all material respects with all applicable state regulations regarding minimum net worth, working capital and all other financial and legal requirements. Further, the Company has maintained positive working capital throughout the period covered by the financial statements. | |
Contingencies | |
The Company may from time to time become involved in various litigation matters arising in the ordinary course of business, including suits by its clients. The unfavorable resolution of any such matter could have a material effect on the Company’s consolidated financial position and results of operations. | |
Due to the nature of the Company’s relationship with its WSEs, the Company could be subject to liability for federal and state law violations even if the Company does not participate in such violations. While the Company’s agreements with its clients contain indemnification provisions related to the conduct of its clients, the Company historically has not encountered situations requiring enforcement of these indemnification provisions. | |
The Company has been named as a defendant in various class action lawsuits arising from the nature of the Company’s relationship with its WSEs. At this stage of the lawsuits, management believes an unfavorable outcome to the Company is not probable. There are significant uncertainties involved in any class action litigation. Management is unable to estimate a possible loss or range of loss for these class action lawsuits. |
Description_of_Business_and_Si1
Description of Business and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements and footnotes thereto of the Company and its wholly owned subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933 with the SEC on March 27, 2014. There have been no changes to the Company’s significant accounting policies described in the prospectus that have had a material impact on our consolidated financial statements and related notes. All intercompany accounts and transactions have been eliminated in consolidation. | |
The accompanying unaudited consolidated balance sheets present the current assets and current liabilities directly related to the processing of human resources transactions as WSE-related assets and WSE-related liabilities, respectively. WSE-related assets comprise cash and investments restricted for current workers compensation claim payments, payroll funds collected, accounts receivable, unbilled service revenues, and refundable or prepaid amounts related to the Company-sponsored workers compensation and health plan programs. WSE-related liabilities comprise customer prepayments, wages and payroll taxes accrued and payable, and liabilities related to the Company-sponsored workers compensation and health plan programs resulting from workers compensation case reserves, premium amounts due to providers for enrolled employees, and workers compensation and health reserves that are expected to be disbursed within the next 12 months. | |
The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for fair presentation. The results of the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. | |
Use of Estimates | ' |
Seasonality | |
Historically, the Company has experienced its highest monthly addition of WSEs, as well as its highest monthly levels of client attrition, in the month of January, primarily because clients that change their payroll service providers tend to do so at the beginning of a calendar year. In addition, the Company experiences higher levels of client attrition in connection with renewals of the health insurance it provides for its WSEs, in the event that such renewals result in increased premiums that it passes on to its clients. The Company has also historically experienced higher insurance claim volumes in the second and third quarters of a fiscal year than in the first and fourth quarters of a fiscal year, as WSEs typically access their health care providers more often in the second and third quarters of a fiscal year, which has negatively impacted the Company’s insurance costs in these quarters. These historical trends may change, and other seasonal trends may develop that make it more difficult for the Company to manage its business. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. These estimates include, but are not limited to, allowances for accounts receivable, workers compensation related assets and liabilities, health plan assets and liabilities, recoverability of goodwill and other intangible assets, income taxes, stock-based compensation and other contingent liabilities. Such estimates are based on historical experience and on various other assumptions that Company management believes to be reasonable under the circumstances. Actual results could differ from those estimates. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (FASB) issued ASU 2013-11—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. ASU 2013-11 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, however retrospective application is permitted. The Company adopted this guidance in 2014. The adoption of ASU 2013-11 did not have a material impact on the Company’s consolidated financial statements. |
Worksite_EmployeeRelated_Asset1
Worksite Employee-Related Assets and Liabilities (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Schedule of Components of the Company's WSE-Related Assets and WSE-Related Liabilities | ' | |||||||
The following schedule presents the components of the Company’s WSE-related assets and WSE-related liabilities (in thousands): | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Worksite employee-related assets: | ||||||||
Restricted cash | $ | 44,765 | $ | 19,154 | ||||
Restricted investment | 2,317 | 2,317 | ||||||
Payroll funds collected | 314,551 | 490,058 | ||||||
Unbilled revenue, net of advance collection of $33,634 and $54,159 at March 31, 2014 | 255,209 | 200,641 | ||||||
and December 31, 2013, respectively | ||||||||
Accounts receivable, net of allowance for doubtful accounts of $406 and $865 at | 9,704 | 10,450 | ||||||
March 31, 2014 and December 31,2013, respectively | ||||||||
Prepaid health plan expenses | 4,240 | 7,584 | ||||||
Refundable health plan premiums | 667 | 17,601 | ||||||
Refundable workers compensation premiums | 28,995 | 20,834 | ||||||
Prepaid workers compensation expenses | 1,622 | 1,414 | ||||||
Other payroll assets | 1,730 | 2,384 | ||||||
Total worksite employee-related assets | $ | 663,800 | $ | 772,437 | ||||
Worksite employee-related liabilities: | ||||||||
Unbilled wages accrual | $ | 279,186 | $ | 243,640 | ||||
Payroll taxes payable | 209,966 | 358,285 | ||||||
Health benefits payable | 77,036 | 67,132 | ||||||
Customer prepayments | 44,603 | 51,902 | ||||||
Workers compensation payable | 26,543 | 23,453 | ||||||
Other payroll deductions | 20,233 | 23,212 | ||||||
Total worksite employee-related liabilities | $ | 657,567 | $ | 767,624 | ||||
Marketable_Securities_and_Fair1
Marketable Securities and Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Summary of Available-for-Sale Marketable Securities | ' | |||||||||||||||
The available-for-sale marketable securities as of March 31, 2014 and December 31, 2013 consist of the following (in thousands): | ||||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||
31-Mar-14 | ||||||||||||||||
U.S. treasuries | $ | 36,838 | $ | 54 | $ | (12 | ) | $ | 36,880 | |||||||
Mutual funds | 500 | 8 | - | 508 | ||||||||||||
Total investments | $ | 37,338 | $ | 62 | $ | (12 | ) | $ | 37,388 | |||||||
December 31, 2013: | ||||||||||||||||
U.S. treasuries | $ | 35,900 | $ | 38 | $ | (20 | ) | $ | 35,918 | |||||||
Mutual funds | 500 | 8 | – | 508 | ||||||||||||
Total investments | $ | 36,400 | $ | 46 | $ | (20 | ) | $ | 36,426 | |||||||
Summary of Financial Assets Measured at Fair Value on Recurring Basis | ' | |||||||||||||||
The following table summarizes the Company’s financial assets measured at fair value on a recurring basis (in thousands): | ||||||||||||||||
Total | Level I | Level II | Level III | |||||||||||||
Fair Value | ||||||||||||||||
Assets: | ||||||||||||||||
31-Mar-14 | ||||||||||||||||
Certificate of deposit | $ | 2,859 | $ | 2,859 | – | $ | - | |||||||||
U.S. treasuries | 36,880 | 36,880 | – | – | ||||||||||||
Mutual funds | 508 | 508 | – | – | ||||||||||||
Interest rate cap | 25 | – | 25 | – | ||||||||||||
Total | $ | 40,272 | $ | 40,247 | $ | 25 | $ | - | ||||||||
December 31, 2013: | ||||||||||||||||
Certificate of deposit | $ | 2,858 | $ | 2,858 | $ | - | $ | - | ||||||||
U.S. treasuries | 35,918 | 35,918 | – | – | ||||||||||||
Mutual funds | 508 | 508 | – | – | ||||||||||||
Interest rate cap | 47 | – | 47 | – | ||||||||||||
Total | $ | 39,331 | $ | 39,284 | $ | 47 | $ | 0 | ||||||||
Notes_Payable_and_Borrowings_u1
Notes Payable and Borrowings under Capital Leases (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Components of Company's Notes Payable and Borrowings under Capital Leases Balances | ' | |||||||
The following schedule summarizes the components of the Company’s notes payable and borrowings under capital leases balances (in thousands): | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Notes payable under credit facility | $ | 601,850 | $ | 818,425 | ||||
Capital leases | 386 | 452 | ||||||
Less current portion | (6,589 | ) | (6,669 | ) | ||||
$ | 595,647 | $ | 812,208 | |||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Summary of Stock Option Plan Activity | ' | |||||||||||||
Stock option plan activity under the 2000 Plan and the 2009 Plan is summarized as follows: | ||||||||||||||
Shares Available for Grant | ||||||||||||||
Balance at December 31, 2013 | 2,004,464 | |||||||||||||
Authorized | 3,000,000 | |||||||||||||
Granted | (2,448,500 | ) | ||||||||||||
Forfeited | 66,052 | |||||||||||||
Expired | 6,580 | |||||||||||||
Balance at March 31, 2014 | 2,628,596 | |||||||||||||
Summary of Stock Option Activity under the Company's Equity-Based Plans | ' | |||||||||||||
The following table summarizes stock option activity under the Company’s equity-based plans for the three months ended March 31, 2014: | ||||||||||||||
Number | Weighted | Weighted- | Aggregate | |||||||||||
of Shares | Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual | (in thousands) | ||||||||||||
Term | ||||||||||||||
(Years) | ||||||||||||||
Balance at December 31, 2013 | 6,281,148 | $ | 1.74 | 8.55 | $ | 53,373 | ||||||||
Granted | 2,448,500 | 11.2 | ||||||||||||
Exercised | (590,482 | ) | 0.84 | |||||||||||
Forfeited | (66,052 | ) | 2.54 | |||||||||||
Expired | (6,580 | ) | 0.5 | |||||||||||
Balance at March 31, 2014 | 8,066,534 | $ | 4.67 | 8.81 | $ | 134,227 | ||||||||
Exercisable at March 31, 2014 | 1,408,826 | $ | 0.79 | 7.63 | $ | 28,905 | ||||||||
Vested and expected to vest at March 31, 2014 | 7,322,533 | $ | 3.88 | 8.76 | $ | 127,667 | ||||||||
Summary of Fair Value of Option Grant Estimated using Black-Scholes Option-Pricing Model | ' | |||||||||||||
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||||||||
Three Months Ended March 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Expected term (in years) | 6.05 | 6.03 | ||||||||||||
Expected volatility | 58.3 | % | 49 | % | ||||||||||
Risk-free interest rate | 1.8 | % | 1.13 | % | ||||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Schedule of Earnings Per Share | ' | |||||||
The following table sets forth the computation of the Company’s basic and diluted net income per share attributable to common stock (in thousands, except per share data): | ||||||||
Three months ended March 31, | ||||||||
2014 | 2013 | |||||||
Numerator (basic) | ||||||||
Net income | $ | 1,540 | $ | 10,537 | ||||
Less net income allocated to participating securities | (1,065 | ) | (8,213 | ) | ||||
Net income attributable to common stock | $ | 475 | $ | 2,324 | ||||
Denominator (basic) | ||||||||
Weighted average shares of common stock outstanding | 16,776 | 10,770 | ||||||
Basic EPS | $ | 0.03 | $ | 0.22 | ||||
Numerator (diluted) | ||||||||
Net income | $ | 1,540 | $ | 10,537 | ||||
Less net income allocated to participating securities | (1,016 | ) | (7,638 | ) | ||||
Net income attributable to common stock | $ | 524 | $ | 2,899 | ||||
Denominator (diluted) | ||||||||
Weighted average shares of common stock | 16,776 | 10,770 | ||||||
Dilutive effect of stock options and restricted stock units | 2,622 | 3,676 | ||||||
Weighted average shares of common stock outstanding | 19,398 | 14,445 | ||||||
Diluted EPS | $ | 0.03 | $ | 0.2 | ||||
Common stock equivalents excluded from income per diluted share because of | 1,511 | 653 | ||||||
their anti-dilutive effect | ||||||||
Description_of_Business_and_Si2
Description of Business and Significant Accounting Policies - Additional Information (Details) (USD $) | 1 Months Ended | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 |
Segment | ||
Summary Of Significant Accounting Policy [Line Items] | ' | ' |
Aggregate number of shares of common stock upon conversion of preferred stock | ' | 38,065,708 |
Number of operating segments as result of acquisitions | 1 | ' |
Maximum | ' | ' |
Summary Of Significant Accounting Policy [Line Items] | ' | ' |
Percentage of revenues generated outside of the United States of America | 1.00% | ' |
Initial Public Offering | ' | ' |
Summary Of Significant Accounting Policy [Line Items] | ' | ' |
Initial public offering shares issued and sold | 15,000,000 | ' |
Public offering share price | 16 | 16 |
Proceeds from initial public offering net of underwriting discounts, commissions and offering expenses | 218 | ' |
Underwriting discounts and commissions | 16.8 | ' |
Offering expenses | 5.3 | ' |
Aggregate number of shares of common stock upon conversion of preferred stock | 38,065,708 | ' |
Initial Public Offering | Additional Issuance | ' | ' |
Summary Of Significant Accounting Policy [Line Items] | ' | ' |
Initial public offering shares issued and sold | 2,250,000 | ' |
Worksite_EmployeeRelated_Asset2
Worksite Employee-Related Assets and Liabilities - Schedule of Components of the Company's WSE-Related Assets and WSE-Related Liabilities (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Worksite employee-related assets: | ' | ' |
Restricted cash | $15,269 | $15,267 |
Prepaid health plan expenses | 7,153 | 7,849 |
Total worksite employee-related assets | 663,800 | 772,437 |
Worksite employee-related liabilities: | ' | ' |
Total worksite employee-related liabilities | 657,567 | 767,624 |
WSE | ' | ' |
Worksite employee-related assets: | ' | ' |
Restricted cash | 44,765 | 19,154 |
Restricted investment | 2,317 | 2,317 |
Payroll funds collected | 314,551 | 490,058 |
Unbilled revenue, net of advance collection of $33,634 and $54,159 at March 31, 2014 and December 31, 2013, respectively | 255,209 | 200,641 |
Accounts receivable, net of allowance for doubtful accounts of $406 and $865 at March 31, 2014 and December 31,2013, respectively | 9,704 | 10,450 |
Prepaid health plan expenses | 4,240 | 7,584 |
Prepaid workers compensation expenses | 1,622 | 1,414 |
Other payroll assets | 1,730 | 2,384 |
Total worksite employee-related assets | 663,800 | 772,437 |
Worksite employee-related liabilities: | ' | ' |
Unbilled wages accrual | 279,186 | 243,640 |
Payroll taxes payable | 209,966 | 358,285 |
Health benefits payable | 77,036 | 67,132 |
Customer prepayments | 44,603 | 51,902 |
Workers compensation payable | 26,543 | 23,453 |
Other payroll deductions | 20,233 | 23,212 |
Total worksite employee-related liabilities | 657,567 | 767,624 |
WSE | Health Plan | ' | ' |
Worksite employee-related assets: | ' | ' |
Refundable premiums | 667 | 17,601 |
WSE | Workers Compensation | ' | ' |
Worksite employee-related assets: | ' | ' |
Refundable premiums | $28,995 | $20,834 |
Worksite_EmployeeRelated_Asset3
Worksite Employee-Related Assets and Liabilities - Schedule of Components of the Company's WSE-Related Assets and WSE-Related Liabilities (Parenthetical) (Detail) (WSE, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
WSE | ' | ' |
Components Of Other Assets And Liabilities [Line Items] | ' | ' |
Advance collection | $33,634 | $54,159 |
Allowance for doubtful accounts, net | $406 | $865 |
Marketable_Securities_and_Fair2
Marketable Securities and Fair Value Measurements - Additional Information (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Available-for-sale marketable securities | $37,400,000 | ' |
Certificates of deposit | 500,000 | ' |
Cash Collateral | 4,000,000 | ' |
Percentage of total fair value of securities available for sale | 18.00% | ' |
Unrealized loss | 10,000 | ' |
Carrying value of notes payable | 601,850,000 | 818,425,000 |
U.S. Treasuries | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Number of securities in unrealized loss position for more than 12 months | 0 | 0 |
U.S. Treasuries | Minimum | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Contractual maturities | '2 years | ' |
U.S. Treasuries | Maximum | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Contractual maturities | '3 years | ' |
Certificate of Deposit | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Restricted investment | 2,300,000 | 2,300,000 |
Noncurrent restricted investments | $500,000 | $500,000 |
Marketable_Securities_and_Fair3
Marketable Securities and Fair Value Measurements - Summary of Available-for-Sale Marketable Securities (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | $37,338 | $36,400 |
Gross Unrealized Gains | 62 | 46 |
Gross Unrealized Losses | -12 | -20 |
Estimated Fair Value | 37,388 | 36,426 |
U.S. Treasuries | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | 36,838 | 35,900 |
Gross Unrealized Gains | 54 | 38 |
Gross Unrealized Losses | -12 | -20 |
Estimated Fair Value | 36,880 | 35,918 |
Mutual Funds | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | 500 | 500 |
Gross Unrealized Gains | 8 | 8 |
Estimated Fair Value | $508 | $508 |
Marketable_Securities_and_Fair4
Marketable Securities and Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Total Fair Value | $40,272 | $39,331 |
Level I | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Total Fair Value | 40,247 | 39,284 |
Level II | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Total Fair Value | 25 | 47 |
Level III | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Total Fair Value | ' | 0 |
Certificate of Deposit | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Total Fair Value | 2,859 | 2,858 |
Certificate of Deposit | Level I | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Total Fair Value | 2,859 | 2,858 |
U.S. Treasuries | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Total Fair Value | 36,880 | 35,918 |
U.S. Treasuries | Level I | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Total Fair Value | 36,880 | 35,918 |
Mutual Funds | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Total Fair Value | 508 | 508 |
Mutual Funds | Level I | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Total Fair Value | 508 | 508 |
Interest Rate Cap | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Total Fair Value | 25 | 47 |
Interest Rate Cap | Level II | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Total Fair Value | $25 | $47 |
Notes_Payable_and_Borrowings_u2
Notes Payable and Borrowings under Capital Leases - Components of Company's Notes Payable and Borrowings under Capital Leases Balances (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt And Capital Leases [Line Items] | ' | ' |
Carrying value of notes payable | $601,850 | $818,425 |
Capital leases | 386 | 452 |
Less current portion | -6,589 | -6,669 |
Notes payable and borrowings under capital leases, less current portion | $595,647 | $812,208 |
Notes_Payable_and_Borrowings_u3
Notes Payable and Borrowings under Capital Leases - Additional Information (Details) (USD $) | 1 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | Aug. 31, 2013 | Mar. 31, 2014 |
Debt Instrument [Line Items] | ' | ' |
Unused portion of the revolving credit facility | ' | $52.20 |
Letters of credit outstanding | ' | 22.8 |
Lien of credit facility covenant terms | ' | 'Under the revolving credit facility, so long as there are any outstanding revolving loans and/or outstanding letters of credit in excess of $15.0 million other than letters of credit that have been cash collateralized, we are required to comply with a financial covenant |
Letter of Credit Facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Lien of credit facility | ' | 30 |
Threshold for covenant compliance requirement | ' | 15 |
Swingline Facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Lien of credit facility | ' | 10 |
First Lien Credit Facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Lien of credit facility | 75 | ' |
Debt maturity | '5 years | ' |
Payoff of second lien credit facility | ' | 25 |
Lien of credit amount amortized | ' | 5 |
First Lien Credit Facility | Maximum | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Leverage ratio | ' | 5.5 |
First Lien Credit Facility | Minimum | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Leverage ratio | ' | 1 |
First Lien Credit Facility | Three-Year First Lien Tranche B-1 Term Loan | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt, face amount | 175 | ' |
Debt maturity | '3 years | ' |
First Lien Credit Facility | Seven-Year First Lien Tranche B-2 Term Loan | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt, face amount | 455 | ' |
Debt maturity | '7 years | ' |
First Lien Credit Facility | JPMorgan Chase Bank, N.A | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt, face amount | 705 | ' |
Second Lien Credit Facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt, face amount | 190 | ' |
Debt maturity | '7 years 6 months | ' |
Payoff of second lien credit facility | ' | 190 |
Penalty paid | ' | 3.8 |
Second Lien Credit Facility | Wilmington Trust N A | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt, face amount | 190 | ' |
First And Second Lien Credit Facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Repayments of lines of credit | ' | 448.3 |
Debt issuance costs | ' | $23.10 |
Convertible_Preferred_Stock_Ad
Convertible Preferred Stock - Additional Information (Details) (USD $) | 3 Months Ended | 0 Months Ended | 0 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Jun. 07, 2005 | Mar. 31, 2014 | Dec. 31, 2013 | Jun. 01, 2009 | Mar. 31, 2014 | Dec. 31, 2013 |
Series G Convertible Preferred Stock | Series G Convertible Preferred Stock | Series G Convertible Preferred Stock | Series H Convertible Preferred Stock | Series H Convertible Preferred Stock | Series H Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock issued | ' | 5,391,441 | 0 | 5,391,441 | 4,124,986 | 0 | 4,124,986 |
Convertible preferred stock, per share | ' | $11 | ' | $0.00 | $16.69 | ' | $0.00 |
Aggregate cash purchase price | ' | $59.30 | ' | ' | $68.80 | ' | ' |
Convertible preferred stock, net of issuance costs | ' | 59.1 | ' | ' | 63.8 | ' | ' |
Issuance Costs | ' | $0.20 | ' | ' | $5 | ' | ' |
Total aggregate shares of common stock after conversions | 38,065,708 | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 1 Months Ended | |||||||||||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 28, 2014 |
Employee Stock Option | Employee Stock Option | Restricted Stock Unit | Restricted Stock Unit | Nonemployee Directors | Maximum | Maximum | Maximum | Maximum | Minimum | Minimum | Minimum | 2009 Plan | |||
Employee Stock Option | Restricted Stock Unit | Nonemployee Directors | Employee Stock Option | Restricted Stock Unit | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional shares available for grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 |
Shares reserved for issuance maximum range | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% |
Plan description | ' | ' | ' | ' | 'The fair value of restricted stock units is equal to the fair value of the Company’s common stock on the date of grant. The restricted stock units vest at a rate of 25% at the end of the first year and then pro rata monthly thereafter over the remaining vesting term of three or two years, as applicable. | ' | 'Options issued to recipients other than nonemployee directors generally vest over four years with a one year cliff and monthly thereafter, and have a maximum contractual term of 10 years. | ' | ' | ' | ' | ' | ' | ' | 'The amended 2009 Plan also provides that the number of shares reserved for issuance under the 2009 Plan will increase on January 1 of each year for a period of up to five years by 4.5% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year, which will begin on January 1, 2015 and continue through January 1, 2019. |
Contractual term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' |
Stock options granted percentage of fair market value | 110.00% | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' |
Term of stock options | '4 years | ' | ' | ' | ' | ' | ' | '5 years | ' | '3 years | ' | ' | ' | '2 years | ' |
Stock options granted percentage of fair market value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' |
Weighted-average grant-date fair value of stock options granted | $6.18 | $3.72 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total fair value of options vested | $3.40 | $1.70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of options exercised | 6.2 | 0.8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash received from options exercised | 0.5 | 0.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense, net of forfeitures | 27.7 | ' | ' | ' | 0.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense, expected to be recognized over a weighted-average period | '3 years 2 months 16 days | ' | ' | ' | '3 years 3 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock units, Granted | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock units, Vested | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock units, Forfeited | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total grant date fair value of restricted stock units | ' | ' | ' | ' | ' | 0.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' equity note, stock split | 'On March 7, 2014, the Company’s board of directors and stockholders approved and effected an amendment to the amended and restated certificate of incorporation providing for a 2-for-1 stock split of the outstanding common stock. All of the share numbers, share prices, and exercise prices have been adjusted within these financial statements, on a retroactive basis, to reflect this 2-for-1stock split. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ESPP approved a reserve of shares of common stock for future issuance | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock for future issuance percentage increased | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock for future issuance number increase | ' | ' | ' | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial offering period | ' | ' | 'Offering periods will be six months in duration and will end on or about May 15 and November 15 of each year, with the exception of the initial offering period which commenced on March 26, 2014 and that ends on November 14, 2014. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employees contribution on earnings | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | 1.00% | ' | ' |
Stock-based compensation expense | 2.1 | 1.4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income tax benefit recognized relating to stock-based compensation expense | 0.6 | 0.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Actual tax benefit realized from stock options exercised | $2.40 | $0.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Stock Option Plan Activity (Details) | 3 Months Ended |
Mar. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
Granted | -2,448,500 |
Forfeited | 66,052 |
Expired | 6,580 |
Stock Option Plan Activity under 2000 Plan and 2009 Plan | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
Beginning Balance | 2,004,464 |
Authorized | 3,000,000 |
Granted | -2,448,500 |
Forfeited | 66,052 |
Expired | 6,580 |
Ending Balance | 2,628,596 |
Stockholders_Equity_Summary_of1
Stockholders' Equity - Summary of Stock Option Activity under the Company's Equity-Based Plans (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Number of Shares, Beginning Balance | 6,281,148 | ' |
Number of Shares, Granted | 2,448,500 | ' |
Number of Shares, Exercised | -590,482 | ' |
Number of Shares, Forfeited | -66,052 | ' |
Number of Shares, Expired | -6,580 | ' |
Number of Shares, Ending Balance | 8,066,534 | 6,281,148 |
Number of Shares, Exercisable, Ending Balance | 1,408,826 | ' |
Number of Shares, Vested and expected to vest, Ending Balance | 7,322,533 | ' |
Weighted-Average Exercise Price, Beginning Balance | $1.74 | ' |
Weighted-Average Exercise Price, Granted | $11.20 | ' |
Weighted-Average Exercise Price, Exercised | $0.84 | ' |
Weighted-Average Exercise Price, Forfeited | $2.54 | ' |
Weighted-Average Exercise Price, Expired | $0.50 | ' |
Weighted-Average Exercise Price, Ending Balance | $4.67 | $1.74 |
Weighted-Average Exercise Price, Exercisable, Ending Balance | $0.79 | ' |
Weighted-Average Exercise Price, Vested and expected to vest, Ending Balance | $3.88 | ' |
Weighted-Average Remaining Contractual Term (Years) | '8 years 9 months 22 days | '8 years 6 months 18 days |
Weighted-Average Remaining Contractual Term (Years), Exercisable | '7 years 7 months 17 days | ' |
Weighted-Average Remaining Contractual Term (Years), Vested and Expected to vest | '8 years 9 months 4 days | ' |
Aggregate Intrinsic Value, Beginning Balance | $53,373 | ' |
Aggregate Intrinsic Value, Ending Balance | 134,227 | 53,373 |
Aggregate Intrinsic Value, Exercisable, Ending Balance | 28,905 | ' |
Aggregate Intrinsic Value, Vested and expected to Vest, Ending Balance | $127,667 | ' |
Stockholders_Equity_Summary_of2
Stockholders' Equity - Summary of Fair Value of Option Grant Estimated using Black-Scholes Option-Pricing Model (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Expected term (in years) | '6 years 18 days | '6 years 11 days |
Expected volatility | 58.30% | 49.00% |
Risk-free interest rate | 1.80% | 1.13% |
Expected dividend yield | 0.00% | 0.00% |
Earnings_Per_Share_Schedule_of
Earnings Per Share - Schedule of Earnings Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share Basic [Line Items] | ' | ' |
Net income | $1,540 | $10,537 |
Weighted average shares of common stock outstanding | 16,775,513 | 10,769,530 |
Basic EPS | $0.03 | $0.22 |
Weighted average shares of common stock outstanding | 19,397,777 | 14,445,039 |
Diluted EPS | $0.03 | $0.20 |
Common stock equivalents excluded from income per diluted share because of their anti-dilutive effect | 1,511,000 | 653,000 |
Numerator Basic | ' | ' |
Earnings Per Share Basic [Line Items] | ' | ' |
Net income | 1,540 | 10,537 |
Less net income allocated to participating securities | -1,065 | -8,213 |
Net income attributable to common stock | 475 | 2,324 |
Numerator Diluted | ' | ' |
Earnings Per Share Basic [Line Items] | ' | ' |
Net income | 1,540 | 10,537 |
Less net income allocated to participating securities | -1,016 | -7,638 |
Net income attributable to common stock | $524 | $2,899 |
Denominator Diluted | ' | ' |
Earnings Per Share Basic [Line Items] | ' | ' |
Dilutive effect of stock options and restricted stock units | 2,622,000 | 3,676,000 |
Weighted average shares of common stock outstanding | 19,397,777 | 14,445,039 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Details) (USD $) | 0 Months Ended | 3 Months Ended | |
In Millions, unless otherwise specified | Jun. 01, 2009 | Mar. 31, 2014 | Mar. 31, 2013 |
Income Tax Contingency [Line Items] | ' | ' | ' |
Effective tax rate | ' | 56.40% | 36.20% |
Effective income tax rate reconciliation, change in enacted tax rate, amount | ' | $0.50 | ' |
Effective income tax rate reconciliation, change in enacted tax rate, percent | ' | 14.40% | ' |
Employment tax credit | $10.50 | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Other Commitments [Line Items] | ' | ' |
Rent expense incurred but not paid | $2.80 | $2.20 |