LOGMEIN, INC., 10-Q filed on 10/28/2016
Quarterly Report
Document and Entity Information
9 Months Ended
Sep. 30, 2016
Oct. 24, 2016
Document And Entity Information [Abstract]
 
 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
Sep. 30, 2016 
 
Document Fiscal Year Focus
2016 
 
Document Fiscal Period Focus
Q3 
 
Trading Symbol
LOGM 
 
Entity Registrant Name
LogMeIn, Inc. 
 
Entity Central Index Key
0001420302 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Large Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
25,486,892 
Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Current assets:
 
 
Cash and cash equivalents
$ 146,600 
$ 123,143 
Marketable securities
70,609 
85,284 
Accounts receivable (net of allowance for doubtful accounts of $274 and $256 as of December 31, 2015 and September 30, 2016, respectively)
16,210 
16,011 
Prepaid expenses and other current assets
14,543 
11,997 
Total current assets
247,962 
236,435 
Property and equipment, net
25,226 
21,711 
Restricted cash
2,510 
2,467 
Intangibles, net
63,712 
71,590 
Goodwill
117,545 
117,545 
Other assets
4,736 
5,753 
Deferred tax assets
219 
198 
Total assets
461,910 
455,699 
Current liabilities:
 
 
Accounts payable
13,227 
10,327 
Accrued liabilities
35,937 
31,674 
Deferred revenue, current portion
159,365 
134,297 
Total current liabilities
208,529 
176,298 
Long-term debt
37,500 
60,000 
Deferred revenue, net of current portion
4,294 
2,692 
Deferred tax liabilities
6,967 
5,812 
Other long-term liabilities
8,138 
3,086 
Total liabilities
265,428 
247,888 
Commitments and contingencies (Note 10)
   
   
Preferred stock, $0.01 par value - 5,000 shares authorized, 0 shares outstanding as of December 31, 2015 and September 30, 2016
   
   
Equity:
 
 
Common stock, $0.01 par value - 75,000 shares authorized; 27,540 and 28,322 shares issued as of December 31, 2015 and September 30, 2016, respectively; 25,130 and 25,496 outstanding as of December 31, 2015 and September 30, 2016, respectively
283 
275 
Additional paid-in capital
300,162 
276,793 
Retained earnings
9,150 
21,074 
Accumulated other comprehensive loss
(5,199)
(5,216)
Treasury stock, at cost - 2,410 and 2,826 shares as of December 31, 2015 and September 30, 2016, respectively
(107,914)
(85,115)
Total equity
196,482 
207,811 
Total liabilities and equity
$ 461,910 
$ 455,699 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Statement of Financial Position [Abstract]
 
 
Allowance for doubtful accounts
$ 256 
$ 274 
Preferred stock, par value
$ 0.01 
$ 0.01 
Preferred stock, shares authorized
5,000,000 
5,000,000 
Preferred stock, shares outstanding
Common stock, par value
$ 0.01 
$ 0.01 
Common stock, shares authorized
75,000,000 
75,000,000 
Common stock, shares issued
28,322,000 
27,540,000 
Common stock, shares outstanding
25,496,000 
25,130,000 
Treasury stock, shares
2,826,000 
2,410,000 
Condensed Consolidated Statements of Operations (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Income Statement [Abstract]
 
 
 
 
Revenue
$ 85,103 
$ 69,573 
$ 248,103 
$ 195,516 
Cost of revenue
11,485 
8,678 
34,121 
25,195 
Gross profit
73,618 
60,895 
213,982 
170,321 
Operating expenses
 
 
 
 
Research and development
14,161 
10,379 
43,571 
29,758 
Sales and marketing
39,628 
33,929 
123,533 
102,919 
General and administrative
18,694 
8,457 
40,350 
23,771 
Legal settlements
 
 
 
3,600 
Amortization of acquired intangibles
1,363 
286 
4,103 
844 
Total operating expenses
73,846 
53,051 
211,557 
160,892 
Income (loss) from operations
(228)
7,844 
2,425 
9,429 
Interest income
177 
177 
546 
529 
Interest expense
(335)
(109)
(1,094)
(261)
Other (expense) income
(180)
(540)
(676)
981 
Income (loss) before income taxes
(566)
7,372 
1,201 
10,678 
Provision for income taxes
(91)
(1,809)
(425)
(2,355)
Net income (loss)
$ (657)
$ 5,563 
$ 776 
$ 8,323 
Net income (loss) per share:
 
 
 
 
Basic
$ (0.03)
$ 0.22 
$ 0.03 
$ 0.34 
Diluted
$ (0.03)
$ 0.22 
$ 0.03 
$ 0.32 
Weighted average shares outstanding:
 
 
 
 
Basic
25,401 
24,955 
25,230 
24,733 
Diluted
25,401 
25,768 
26,009 
25,678 
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
 
 
 
 
Net income (loss)
$ (657)
$ 5,563 
$ 776 
$ 8,323 
Other comprehensive (loss) gain:
 
 
 
 
Net unrealized gains (losses) on marketable securities, (net of tax provision of $5 and tax benefit of $33 for the three months ended September 30, 2015 and 2016; and net of tax provision of $62 and $27 for the nine months ended September 30, 2015 and 2016)
(58)
10 
47 
109 
Net translation (losses) gains
172 
(41)
(30)
(1,342)
Total other comprehensive (loss) gain
114 
(31)
17 
(1,233)
Comprehensive income (loss)
$ (543)
$ 5,532 
$ 793 
$ 7,090 
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
 
 
 
 
Net unrealized gains (losses) on marketable securities, tax (benefit) provision
$ (33)
$ 5 
$ 27 
$ 62 
Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Cash flows from operating activities
 
 
Net income
$ 776 
$ 8,323 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Stock-based compensation
27,327 
19,235 
Depreciation and amortization
16,076 
9,232 
Amortization of premium on investments
357 
239 
Change in fair value of contingent consideration liability
502 
 
Amortization of debt issuance costs
218 
132 
Provision for bad debts
31 
52 
Income tax expense from the exercise of stock options
 
(216)
Other, net
15 
Changes in assets and liabilities:
 
 
Accounts receivable
(79)
1,931 
Prepaid expenses and other current assets
(1,552)
(2,873)
Other assets
1,188 
(282)
Accounts payable
4,705 
3,021 
Accrued liabilities
4,176 
(2,822)
Deferred revenue
25,420 
34,850 
Other long-term liabilities
4,943 
1,177 
Net cash provided by operating activities
84,090 
72,014 
Cash flows from investing activities
 
 
Purchases of marketable securities
(35,609)
(57,170)
Proceeds from sale or disposal or maturity of marketable securities
50,000 
72,042 
Purchases of property and equipment
(12,629)
(10,922)
Intangible asset additions
(1,037)
(2,435)
Cash paid for acquisition
(61)
 
Decrease (increase) in restricted cash and deposits
(30)
1,488 
Net cash provided by investing activities
634 
3,003 
Cash flows from financing activities
 
 
Repayments of borrowings under credit facility
(22,500)
 
Proceeds from issuance of common stock upon option exercises
9,443 
15,251 
Income tax benefit from the exercise of stock options
 
216 
Payments of withholding taxes in connection with restricted stock unit vesting
(13,432)
(11,148)
Payment of debt issuance costs
(349)
(977)
Payment of contingent consideration
(29)
(226)
Dividend paid on common stock
(12,700)
 
Purchase of treasury stock
(22,799)
(14,732)
Net cash used in financing activities
(62,366)
(11,616)
Effect of exchange rate changes on cash and cash equivalents
1,099 
(3,949)
Net increase in cash and cash equivalents
23,457 
59,452 
Cash and cash equivalents, beginning of period
123,143 
100,960 
Cash and cash equivalents, end of period
146,600 
160,412 
Supplemental disclosure of cash flow information
 
 
Cash paid for interest
763 
Cash paid (refunds received) for income taxes
(177)
 
Cash paid (refunds received) for income taxes
 
1,468 
Noncash investing and financing activities
 
 
Acquisition of property and equipment through capital lease
136 
 
Purchases of property and equipment included in accounts payable and accrued liabilities
890 
2,269 
Fair value of contingent consideration in connection with acquisition, included in accrued liabilities
$ 2,500 
$ 27 
Nature of the Business
Nature of the Business

1. Nature of the Business

LogMeIn, Inc. (the “Company”) provides a portfolio of cloud-based service offerings which make it possible for people and businesses to simply and securely connect to their workplace, colleagues and customers. The Company’s product line includes AppGuru™, BoldChat®, Cubby™, join.me®, LastPass®, LogMeIn Pro®, LogMeIn® Central™, LogMeIn Rescue®, LogMeIn® Rescue+Mobile™, LogMeIn Backup®, LogMeIn for iOS, LogMeIn Hamachi®, Meldium™, Xively™ and RemotelyAnywhere®. The Company is headquartered in Boston, Massachusetts with wholly-owned subsidiaries located in Australia, Bermuda, Brazil, Hungary, India, Ireland, Japan, the Netherlands and the United Kingdom.

On July 26, 2016, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Citrix Systems, Inc., (“Citrix”), and GetGo, Inc., (“GetGo”), a wholly-owned subsidiary of Citrix, pursuant to which the Company will combine with Citrix’s GoTo family of products known as the “GoTo Business” in a Reverse Morris Trust transaction, which is referred to herein as the Merger. Following the Merger, Citrix’s existing stockholders will own approximately 50.1% of the Company’s outstanding shares on a fully diluted basis, while the Company’s existing stockholders will own approximately 49.9% on a fully diluted basis. Based upon the reported closing price of the Company’s common stock on the NASDAQ Global Select Market of $65.31 per share on July 25, 2016, the last trading day before the signing of the Merger Agreement, the estimated total value of the shares to be issued by the Company to Citrix stockholders in the Merger would have been approximately $1.8 billion. Based upon the reported closing price of the Company’s common stock on the NASDAQ Global Select Market of $90.52 per share on September 6, 2016, the estimated total value of the shares to be issued by the Company to Citrix stockholders pursuant to the Merger would have been approximately $2.5 billion. The actual total value of the consideration to be paid by the Company in connection with the Merger will depend on the market price of shares of the Company common stock at the time of the closing of the Merger. The transaction, which has been unanimously approved by the Company’s Board of Directors and the Board of Directors of Citrix, is expected to be generally tax-free to Citrix and its stockholders for U.S. federal income tax purposes.

The consummation of the Merger and its related transactions remain subject to the Company’s stockholders approving the issuance of shares in connection with the Merger, the receipt of certain regulatory approvals and other customary closing conditions, including receipt of opinions of counsel with respect to the tax-free nature of the proposed transaction. On September 26, 2016, the Company announced the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for the proposed Merger. The transaction is expected to close in the first quarter of 2017. If the Merger Agreement is terminated under certain circumstances, the Company may be required to pay Citrix a termination fee of $62 million or may under other circumstances be required to reimburse Citrix up to $10 million for certain expenses in connection with the Merger.

The Company expects to incur significant one-time costs in connection with the Merger in 2016 and into 2017, including approximately $45 million to $50 million of transaction-related fees and expenses, including legal, accounting and other professional fees and transition and integration-related expenses. During the nine months ended September 30, 2016, the Company incurred $9.8 million of transaction-related and integration-related fees and expenses and expects to incur an additional $9 million of these expenses during the remainder of 2016.

Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of Consolidation — The accompanying condensed consolidated financial statements include the results of operations of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company has prepared the accompanying condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Unaudited Interim Condensed Consolidated Financial Statements — The accompanying condensed consolidated financial statements and the related interim information contained within the notes to the condensed consolidated financial statements are unaudited and have been prepared in accordance with GAAP and applicable rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read along with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 19, 2016. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and in the opinion of management, reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results for the interim periods presented are not necessarily indicative of future results. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

Use of Estimates — The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates.

Marketable Securities — The Company’s marketable securities are classified as available-for-sale and are carried at fair value with the unrealized gains and losses, net of tax, reported as a component of accumulated other comprehensive loss in equity. Realized gains and losses and declines in value judged to be other than temporary are included as a component of earnings based on the specific identification method. Fair value is determined based on quoted market prices. At December 31, 2015 and September 30, 2016, marketable securities consisted of U.S. government agency securities and corporate bonds that have remaining maturities within two years and have an aggregate amortized cost of $85.3 million and $70.6 million, respectively. The securities have an aggregate fair value of $85.3 million and $70.6 million, including $10,000 and $74,000 of unrealized gains and $53,000 and $43,000 of unrealized losses, at December 31, 2015 and September 30, 2016, respectively.

Revenue Recognition — The Company derives revenue primarily from subscription fees related to its premium subscription software services and to a lesser extent, the delivery of professional services, primarily related to its Internet of Things business. Revenues are reported net of applicable sales and use tax, value-added tax and other transaction taxes imposed on the related transaction.

Revenue from the Company’s premium services is recognized on a daily basis over the subscription term as the services are delivered, provided that there is persuasive evidence of an arrangement, the fee is fixed or determinable and collectability is deemed reasonably assured. Subscription periods range from monthly to ten years, but are generally one year in duration. The Company’s software cannot be run on another entity’s hardware and customers do not have the right to take possession of the software and use it on their own or another entity’s hardware.

 

The Company’s multi-element arrangements typically include subscription and professional services, which may include development services. The Company evaluates each element within the arrangement to determine if they can be accounted for as separate units of accounting. If the delivered item or items have value to the customer on a standalone basis, either because they are sold separately by any vendor or the customer could resell the delivered item or items on a standalone basis, the Company has determined that the deliverables within these arrangements qualify for treatment as separate units of accounting. Accordingly, the Company recognizes revenue for each delivered item or items as a separate earnings process commencing when all of the significant performance obligations have been performed and when all of the revenue recognition criteria have been met. Professional services revenue recognized as a separate earnings process under multi-element arrangements has been immaterial to date.

In cases where the Company has determined that the delivered items within its multi-element arrangements do not have value to the customer on a stand-alone basis, the arrangement is accounted for as a single unit of accounting and the related consideration is recognized ratably over the estimated customer life, commencing when all of the significant performance obligations have been delivered and when all of the revenue recognition criteria have been met. Revenue from multi-element arrangements accounted for as a single unit of accounting which do not have value to the customer has been immaterial to date.

Concentrations of Credit Risk and Significant Customers — The Company’s principal credit risk relates to its cash, cash equivalents, marketable securities, restricted cash and accounts receivable. Cash, cash equivalents and restricted cash are deposited primarily with financial institutions that management believes to be of high-credit quality and custody of its marketable securities is with an accredited financial institution. To manage accounts receivable credit risk, the Company regularly evaluates the creditworthiness of its customers and maintains allowances for potential credit losses. To date, losses resulting from uncollected receivables have not exceeded management’s expectations.

For the three and nine months ended September 30, 2015 and 2016, no customers accounted for more than 10% of revenue. As of December 31, 2015 and September 30, 2016, no customers accounted for more than 10% of accounts receivable.

Goodwill — Goodwill is the excess of the acquisition price over the fair value of the tangible and identifiable intangible net assets acquired. The Company does not amortize goodwill, but performs an impairment test of goodwill annually or whenever events and circumstances indicate that the carrying amount of goodwill may exceed its fair value. The Company operates as a single operating segment with one reporting unit and consequently evaluates goodwill for impairment based on an evaluation of the fair value of the Company as a whole. As of December 31, 2015, the fair value of the Company as a whole significantly exceeded the carrying amount of the Company. Through September 30, 2016, no impairments have occurred.

Long-Lived Assets and Intangible Assets — The Company records intangible assets at their respective estimated fair values at the date of acquisition. Intangible assets are being amortized based upon the pattern in which their economic benefit will be realized, or if this pattern cannot be reliably determined, using the straight-line method over their estimated useful lives, which range up to eleven years.

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including intangible assets, may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. Through September 30, 2016, the Company recorded no material impairments.

Foreign Currency Translation — The functional currency of operations outside the United States of America is deemed to be the currency of the local country, unless otherwise determined that the United States dollar would serve as a more appropriate functional currency given the economic operations of the entity. Accordingly, the assets and liabilities of the Company’s foreign subsidiaries are translated into United States dollars using the period-end exchange rate and income and expense items are translated using the average exchange rate during the period. Cumulative translation adjustments are reflected as a separate component of equity. Foreign currency transaction gains and losses are charged to operations. The Company had foreign currency losses of $0.5 million and gains of $1.0 million for the three and nine months ended September 30, 2015, respectively, and foreign currency losses of $0.2 million and $0.7 million for the three and nine months ended September 30, 2016, respectively, included in other (expense) income in the condensed consolidated statements of operations.

Stock-Based Compensation — The Company values all stock-based compensation, including grants of stock options and restricted stock units, at fair value on the date of grant and recognizes the expense over the requisite service period, which is generally the vesting period of the award, for those awards expected to vest, on a straight-line basis. The Company uses the with-or-without method to determine when it will realize excess tax benefits from stock-based compensation. Under this method, the Company will realize these excess tax benefits only after it realizes the tax benefits of net operating losses from operations.

 

Income Taxes — Deferred income taxes are provided for the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss carry-forwards and credits using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. At each balance sheet date, the Company assesses the likelihood that deferred tax assets will be realized and recognizes a valuation allowance if it is more likely than not that some portion of the deferred tax assets will not be realized. This assessment requires judgment as to the likelihood and amounts of future taxable income by tax jurisdiction.

The Company evaluates its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings is more likely than not to be realized. Potential interest and penalties associated with any uncertain tax positions are recorded as a component of income tax expense. As of December 31, 2015 and September 30, 2016, the Company has provided a liability for $0.9 million and $1.3 million, respectively, for uncertain tax positions. These uncertain tax positions would impact the Company’s effective tax rate if recognized.

Segment Data — Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision-maker or decision making group when making decisions regarding resource allocation and assessing performance. The Company, whose management uses consolidated financial information in determining how to allocate resources and assess performance, has determined that it operates in one segment.

The Company’s revenue by geography (based on customer address) is as follows (in thousands):

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2015      2016      2015      2016  

Revenues:

           

United States

   $ 48,721       $ 60,713       $ 137,194       $ 177,440   

United Kingdom

     5,683         6,530         15,692         19,239   

International—all other

     15,169         17,860         42,630         51,424   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue

   $ 69,573       $ 85,103       $ 195,516       $ 248,103   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s revenue by service cloud (product grouping) is as follows (in thousands):

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2015      2016      2015      2016  

Revenues:

           

Collaboration cloud

   $ 22,930       $ 30,240       $ 63,148       $ 85,837   

Identity and Access Management cloud

     23,718         30,524         65,718         88,268   

Service and Support cloud

     22,363         23,871         64,783         72,233   

Other

     562         468         1,867         1,765   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue

   $ 69,573       $ 85,103       $ 195,516       $ 248,103   
  

 

 

    

 

 

    

 

 

    

 

 

 

Guarantees and Indemnification Obligations — As permitted under Delaware law, the Company has agreements whereby the Company indemnifies certain of its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. As permitted under Delaware law, the Company also has similar indemnification obligations under its certificate of incorporation and by-laws. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director’s and officer’s insurance coverage that the Company believes limits its exposure and enables it to recover a portion of any future amounts paid.

In the ordinary course of business, the Company enters into agreements with certain customers that contractually obligate the Company to provide indemnifications of varying scope and terms with respect to certain matters including, but not limited to, losses arising out of the breach of such agreements or claims alleging that the Company’s products infringe third-party patents, copyrights, or trademarks. The term of these indemnification obligations is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these indemnification obligations is, in many cases, unlimited. Through September 30, 2016, the Company has not experienced any losses related to these indemnification obligations.

 

Net Income (Loss) Per Share — Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the sum of the weighted average number of common shares outstanding during the period and the weighted average number of potential common shares outstanding from the assumed exercise of stock options and the vesting of restricted stock units. For the three months ended September 30, 2016, the Company incurred a net loss and therefore, the effect of the Company’s outstanding common stock equivalents were not included in the calculation of diluted loss per share as they were anti-dilutive. Accordingly, basic and dilutive net loss per share for the period were identical.

The Company excluded the following options to purchase common shares and restricted stock units from the computation of diluted net income (loss) per share because they had an anti-dilutive impact (in thousands):

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2015      2016      2015      2016  

Options to purchase common shares

     —          418        —          —    

Restricted stock units

     238         1,473         238         106   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total options and restricted stock units

     238         1,891         238         106   
  

 

 

    

 

 

    

 

 

    

 

 

 

For the three months ended September 30, 2016, the Company recorded a net loss of $0.7 million and all outstanding options to purchase common shares and restricted stock units have been excluded from the computation of diluted net loss per share as they had an anti-dilutive impact.

Basic and diluted net income (loss) per share was calculated as follows (in thousands, except per share data):

 

     Three months ended September 30,      Nine months ended September 30,  
     2015      2016      2015      2016  

Basic:

           

Net income (loss)

   $ 5,563       $ (657    $ 8,323       $ 776   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average common shares outstanding, basic

     24,955         25,401         24,733         25,230   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income (loss) per share, basic

   $ 0.22       $ (0.03    $ 0.34       $ 0.03   
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted:

           

Net income (loss)

   $ 5,563       $ (657    $ 8,323       $ 776   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average common shares outstanding

     24,955         25,401         24,733         25,230   

Add: Common stock equivalents

     813         —           945         779   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average common shares outstanding, diluted

     25,768         25,401         25,678         26,009   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income (loss) per share, diluted

   $ 0.22       $ (0.03    $ 0.32       $ 0.03   
  

 

 

    

 

 

    

 

 

    

 

 

 

Recently Issued Accounting Pronouncements — On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), its final standard on revenue from contracts with customers. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue model to contracts within its scope, an entity identifies the contract(s) with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to the performance obligations in the contract and recognizes revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers that are within the scope of other topics in the FASB Accounting Standards Codification. Certain of ASU 2014-09’s provisions also apply to transfers of nonfinancial assets, including in-substance nonfinancial assets that are not an output of an entity’s ordinary activities (i.e., property plant and equipment, real estate or intangible assets). Existing accounting guidance applicable to these transfers has been amended or superseded. ASU 2014-09 also requires significantly expanded disclosures about revenue recognition. ASU 2014-09 is effective for the Company on January 1, 2018, with early adoption permitted, but not earlier than January 1, 2017. The Company is currently assessing the potential impact of the adoption of ASU 2014-09 on its consolidated financial statements.

 

On February 25, 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) , which will require lessees to recognize most leases on their balance sheet as a right-of-use asset and a lease liability. Leases will be classified as either operating or finance, and classification will be based on criteria similar to current lease accounting, but without explicit bright lines. The guidance is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years, and early adoption is permitted. The Company is currently assessing the impact of the adoption of ASU 2016-02 on its consolidated financial statements.

On March 30, 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which includes multiple provisions intended to simplify various aspects of the accounting for share-based payments, and is expected to impact net income, EPS, and the statement of cash flows. The guidance is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years, and early adoption is permitted. The Company is currently assessing the impact of the adoption of ASU 2016-09 on its consolidated financial statements.

On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The purpose of ASU 2016-13 is to require a financial asset measured on the amortized cost basis to be presented at the net amount expected to be collected. Credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. The guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods therein. This guidance is not expected to have a material impact on the Company’s consolidated financial statements.

On August 26, 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The purpose of ASU 2016-15 is to reduce the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those fiscal years, and early adoption is permitted. The Company adopted this guidance in the third quarter of 2016 and there was no material impact on its consolidated financial statements.

On October 24, 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). The purpose of ASU 2016-16 is to simplify the income tax accounting of an intra-entity transfer of an asset other than inventory and to record its effect when the transfer occurs. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods and early adoption is permitted. The Company is currently assessing the potential impact of the adoption of ASU 2016-16 on its consolidated financial statements.

Fair Value of Financial Instruments
Fair Value of Financial Instruments

3. Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments, including cash equivalents, restricted cash, accounts receivable and accounts payable, approximate their fair values due to their short maturities. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:

 

    Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company at the measurement date.

 

    Level 2: Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

    Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table summarizes the basis used to measure certain of the Company’s financial assets and contingent consideration liability that are carried at fair value (in thousands):

 

     Fair Value Measurements at December 31, 2015  
     Level 1      Level 2      Level 3      Total  

Cash equivalents — money market funds

   $ 10,138       $ —        $ —        $ 10,138   

Cash equivalents — bank deposits

     —          1         —          1   

Short-term marketable securities:

           

U.S. government agency securities

     50,237         17,994         —          68,231   

Corporate bond securities

     —          17,053         —          17,053   

Contingent consideration liability

     —          —          2,028         2,028   
     Fair Value Measurements at September 30, 2016  
     Level 1      Level 2      Level 3      Total  

Cash equivalents — money market funds

   $ 25,368       $ —        $ —        $ 25,368   

Short-term marketable securities:

           

U.S. government agency securities

     43,574         9,508         —          53,082   

Corporate bond securities

     —          17,527         —          17,527   

Contingent consideration liability

     —          —          2,500         2,500   

Bank deposits, corporate bonds and certain U.S. government agency securities are classified within the second level of the fair value hierarchy as the fair value of those assets are determined based upon quoted prices for similar assets.

 

The Company’s Level 3 liability at September 30, 2016 consists of contingent consideration payable in connection with the October 15, 2015 acquisition of Marvasol, Inc. (d/b/a “LastPass”), as described in Note 4 below. Up to $2.5 million of the LastPass contingent consideration is based on the achievement of certain bookings goals, the fair value of which was estimated at $2.0 million as of December 31, 2015. The fair value of contingent consideration was estimated by applying a probability based model, which utilizes inputs that are unobservable in the market. Changes in the fair value of the contingent consideration liability was reflected in acquisition-related costs in general and administrative expense. The fair value of the LastPass contingent consideration liability of $2.5 million was paid in October 2016. A reconciliation of the beginning and ending Level 3 liability is as follows:

 

     Nine Months Ended
September 30, 2016
 

Balance beginning of period

   $ 2,028   

Payments

     (30

Change in fair value of contingent consideration liability

     502   
  

 

 

 

Balance end of period

   $ 2,500   
  

 

 

 

Acquisitions
Acquisitions

4. Acquisitions

In the nine months ended September 30, 2015 and 2016, acquisition-related costs were $3.8 million and $16.9 million, respectively, including $3.4 million and $6.7 million, respectively, of contingent retention-based bonus expense related to the Company’s 2014 and 2015 acquisitions, which are typically earned over the first two years following the acquisition. The Company paid $6.0 million during the nine months ended September 30, 2016 for contingent retention-based bonuses related to the Company’s 2014 and 2015 acquisitions. Included in the nine months ended September 30, 2016 is $9.8 million of acquisition-related costs associated with the proposed Merger.

LastPass

On October 15, 2015, the Company acquired all of the outstanding equity interests in LastPass, a Fairfax, Virginia-based provider of an identity and password management service, for $107.6 million, net of cash acquired, plus contingent payments totaling up to $15.0 million which are expected to be paid over a two year period following the date of acquisition. The operating results of LastPass, which are included in the condensed consolidated financial statements beginning on the acquisition date, are comprised of $5.0 million and $13.2 million of revenue and $6.9 million and $18.0 million of expenses for the three and nine months ended September 30, 2016, including amortization of acquired intangible assets of $1.5 million and $4.7 million, contingent retention-based bonuses of $1.7 million and $5.2 million and a contingent consideration fair value adjustment of $0.5 million for the nine months ended September 30, 2016, respectively.

The following table summarizes the fair value (in thousands) of the assets acquired and liabilities assumed at the date of acquisition:

 

Cash

   $ 2,518   

Accounts receivable

     639   

Property and equipment

     40   

Deferred tax asset

     3,050   

Current and other assets

     134   

Intangible assets:

  

Completed technology

     29,400   

Customer relationships

     23,900   

Trade name and trademark

     3,000   

Deferred revenue

     (6,600

Accrued expenses

     (66

Deferred tax liability

     (23,478

Goodwill

     79,617   
  

 

 

 

Total purchase price

     112,154   

Liability for contingent consideration

     (2,000
  

 

 

 

Total cash paid

   $ 110,154   
  

 

 

 

The LastPass stock purchase agreement obligates the Company to make additional contingent and retention-based bonus payments totaling up to $12.5 million to employees and former LastPass stockholders now employed by the Company on the first and second anniversaries of the acquisition date, contingent upon their continued employment and, for the first anniversary payment only, the achievement of certain bookings goals. The Company has concluded that the contingent payment arrangement is a compensation arrangement and is accruing the maximum payout ratably over the performance period, as it believes it is probable that the criteria will be met. The stock purchase agreement also includes non-retention based payments of $2.5 million to LastPass stockholders which are contingent on the achievement of certain bookings goals, which the Company has concluded is contingent consideration and is being accounted for as part of the purchase price. This contingent consideration liability was recorded at its fair value of $2.0 million at the acquisition date. The Company assessed the probability of the bookings goals being met and at what level each reporting period. As of September 30, 2016, the contingent consideration liability was $2.5 million and was paid in October 2016.

The goodwill recorded in connection with this transaction is primarily related to the expected synergies to be achieved related to the Company’s ability to leverage its IT management offerings, customer base, sales force and IT management business plan with LastPass’ product, technical expertise and customer base. All goodwill and intangible assets acquired are not deductible for income tax purposes.

The Company recorded a long-term deferred tax asset of $3.1 million primarily related to net operating losses that were acquired as a part of the acquisition. The Company recorded a long-term deferred tax liability of $23.5 million primarily related to the amortization of intangible assets which cannot be deducted for tax purposes.

The unaudited financial information in the table below summarizes the combined results of operations of the Company and LastPass, on a pro forma basis, as though the companies had been combined. The pro forma information for the period presented includes the effects of business combination accounting resulting from the acquisition as though the acquisition had been consummated as of the beginning of 2014, including amortization charges from acquired intangible assets; interest expense on borrowings and lower interest income in connection with the Company funding the acquisition with existing cash and investments and borrowings under its credit facility; the exclusion of acquisition-related costs of the Company and LastPass; the inclusion of expense related to contingent and retention-based bonuses assuming full achievement of the financial metric and retention requirements ($7.0 million in 2014 and $5.5 million in 2015), offset by the exclusion of LastPass historical bonuses paid to LastPass non-stockholder employees in 2015 in connection with the acquisition close of $6.1 million; and the related tax effects. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results of operations that actually would have been achieved if the acquisition had taken place at the beginning of 2014.

Unaudited Pro Forma Financial Information

 

     Three Months Ended
September 30, 2015
     Nine Months Ended
September 30, 2015
 
     Pro Forma      As Reported      Pro Forma      As Reported  
     (in thousands, except
per share amounts)
     (in thousands, except
per share amounts)
 

Revenue

   $ 73,212       $ 69,573       $ 205,257       $ 195,516   

Net income

   $ 4,954       $ 5,563       $ 5,853       $ 8,323   

Earnings per share—Basic

   $ 0.20       $ 0.22       $ 0.24       $ 0.34   

Earnings per share—Diluted

   $ 0.19       $ 0.22       $ 0.23       $ 0.32   

 


 

Goodwill and Intangible Assets
Goodwill and Intangible Assets

5. Goodwill and Intangible Assets

There was no change in the carrying amount of goodwill for the nine months ended September 30, 2016.

Intangible assets consist of the following (in thousands):

 

            December 31, 2015      September 30, 2016  
     Estimated
Useful
Life
     Gross
Carrying
Amount
     Accumulated
Amortization
     Net
Carrying
Amount
     Gross
Carrying
Amount
     Accumulated
Amortization
     Net
Carrying
Amount
 

Identifiable intangible assets:

                    

Trade names and trademarks

     1-11 years       $ 3,806       $ 824       $ 2,982       $ 3,806       $ 922       $ 2,884   

Customer relationships

     5-8 years         29,129         4,089         25,040         29,129         7,925         21,204   

Customer backlog

     4 months         120         120         —          120         120         —    

Domain names

     5 years         915         665         250         916         769         147   

Software

     4 years         299         299         —          299         299         —    

Completed technology

     3-9 years         46,503         6,893         39,610         46,503         10,324         36,179   

Technology and know-how

     3 years         3,176         3,176         —          3,176         3,176         —    

Documented know-how

     4 years         280         127         153         280         180         100   

Non-Compete agreements

     5 years         162         114         48         162         150         12   

Internally developed software

     3 years         6,754         3,247         3,507         7,791         4,605         3,186   
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
      $ 91,144       $ 19,554       $ 71,590       $ 92,182       $ 28,470       $ 63,712   
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The Company capitalized $0.5 million and $0.3 million during the three months ended September 30, 2015 and 2016, respectively, and $2.2 million and $1.0 million during the nine months ended September 30, 2015 and 2016, respectively, of costs related to internally developed computer software to be sold as a service incurred during the application development stage and is amortizing these costs over the expected lives of the related services.

The Company is amortizing its intangible assets over the estimated useful lives noted above based upon the pattern in which their economic benefit will be realized, or if this pattern cannot be reliably determined, using the straight-line method over their estimated useful lives. Amortization expense for intangible assets was $1.3 million and $2.9 million for the three months ended September 30, 2015 and 2016, respectively, and $3.8 million and $8.9 million for the nine months ended September 30, 2015 and 2016, respectively. Amortization relating to software, completed technology, technology and know-how, documented know-how and internally developed software is recorded within cost of revenues and the amortization of trade name and trademark, customer relationships, customer backlog, domain names and non-compete agreements is recorded within operating expenses.

Future estimated amortization expense for intangible assets at September 30, 2016 is as follows (in thousands):

 

Amortization Expense (Years Ending December 31)

   Amount  

2016 (three months ending December 31)

   $ 2,917   

2017

     11,696   

2018

     11,249   

2019

     8,511   

2020

     7,616   

Thereafter

     21,723   
  

 

 

 

Total

   $ 63,712   
  

 

 

 

 

Accrued Liabilities
Accrued Liabilities

6. Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

 

     December 31,
2015
     September 30,
2016
 

Marketing programs

   $ 4,323       $ 6,748   

Payroll and payroll-related

     11,459         11,070   

Professional fees

     1,782         1,593   

Acquisition-related

     6,942         8,180   

Other accrued liabilities

     7,168         8,346   
  

 

 

    

 

 

 

Total accrued liabilities

   $ 31,674       $ 35,937   
  

 

 

    

 

 

 

Acquisition-related costs include transaction, transition and integration-related fees and expenses and contingent bonus costs.

Income Taxes
Income Taxes

7. Income Taxes

For the three months ended September 30, 2015 and 2016, the Company recorded a provision of $1.8 million, on pre-tax earnings of $7.4 million and a provision of $0.1 million, on a pre-tax loss of $0.6 million, respectively. For the nine months ended September 30, 2015 and 2016, the Company recorded a provision of $2.4 million, on pre-tax earnings of $10.7 million, and a provision of $0.4 million, on pre-tax earnings of $1.2 million, respectively. The effective income tax rate for the nine months ended September 30, 2015 is lower than the U.S. federal statutory rate of 35% primarily due to profits earned in certain foreign jurisdictions, primarily the Company’s Irish subsidiaries, which are subject to significantly lower tax rates than the U.S. federal statutory rate. The effective income tax rate for the nine months ended September 30, 2016 is higher than the U.S. federal statutory rate of 35% due to the expected non-deductibility of certain transaction costs related to the proposed Merger, partially offset by profits earned in certain foreign jurisdictions, primarily our Irish subsidiaries.

As of December 31, 2015 and September 30, 2016, the Company maintained a full valuation allowance related to the deferred tax assets of its Hungarian subsidiary. This entity has historical losses and the Company concluded it was not more likely than not that these deferred tax assets are realizable.

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company’s income tax returns from 2010 are open to examination by federal, state, and/or foreign tax authorities. In the normal course of business, the Company and its subsidiaries are examined by various taxing authorities. The Company regularly assesses the likelihood of additional assessments by tax authorities and provides for these matters as appropriate. Audits by tax authorities typically involve examination of the deductibility of certain permanent items, limitations on net operating losses and tax credits.

In connection with a tax audit of a foreign subsidiary, the Company received an assessment in the second quarter of 2016 challenging a tax position taken by the entity. The Company believes that it is more likely than not that its position will be upheld. If the Company’s position is not upheld, its potential liability could be up to $2 million.

Although the Company believes its tax estimates are appropriate, the final determination of tax audits could result in material changes in its estimates. The Company has recorded a liability related to uncertain tax positions of $0.9 million and $1.3 million as of December 31, 2015 and September 30, 2016, respectively. The Company’s policy is to record estimated interest and penalties related to the underpayment of income taxes or unrecognized tax benefits as a component of its income tax provision. The Company recognized $0 and $21,000 of interest expense for the nine months ended September 30, 2015 and 2016, respectively.

Common Stock and Equity/ Accumulated Other Comprehensive Loss

8. Common Stock and Equity

The Company’s Board of Directors approved a $75 million share repurchase program on October 20, 2014. Share repurchases are made from time-to-time in the open market, in privately negotiated transactions or otherwise, in accordance with applicable securities laws and regulations. The timing and amount of any share repurchases are determined by the Company’s management based on its evaluation of market conditions, the trading price of the stock, regulatory requirements and other factors. The share repurchase program may be suspended, modified or discontinued at any time at the Company’s discretion without prior notice.

For the three months ended September 30, 2016, the Company repurchased 45,562 shares of its common stock at an average price of $75.98 per share for a total cost of $3.5 million. There were no shares repurchased during the three months ended September 30, 2015. For the nine months ended September 30, 2015 and 2016, the Company repurchased 249,400 and 416,474 shares of its common stock at an average price of $59.07 and $54.74 per share for a total cost of $14.7 million and $22.8 million, respectively. At September 30, 2016, $33.5 million remained available under the Company’s share repurchase program.

On July 26, 2016, the Company announced that its Board of Directors declared a special cash dividend of $0.50 per share of common stock, payable to the Company’s stockholders of record as of August 8, 2016. The dividend was paid on August 26, 2016 and totaled $12.7 million. The Company intends to declare and pay two additional special cash dividends of $0.50 per share of common stock, as permitted by the Merger Agreement. On October 27, 2016, the Company announced that the second special cash dividend of $0.50 per share of common stock would be payable on November 22, 2016 to stockholders of record on November 7, 2016. The third dividend is expected to be declared and paid shortly before the consummation of the Merger, subject to the Merger Agreement being in effect. The Merger Agreement also permits the Company to declare additional dividends as follows: (1) in the event the closing of the Merger does not occur on or before March 31, 2017, the Company may pay an additional dividend of $0.50 per share with respect to the completed first quarter of calendar year 2017; (2) in the event the closing of the Merger does not occur on or before June 30, 2017, the Company may pay an additional dividend of $0.50 per share with respect to the completed second quarter of calendar year 2017; and (3) in the event the closing of the Merger does not occur on or before September 30, 2017, the Company may pay an additional dividend of $0.50 per share with respect to the completed third quarter of calendar year 2017.

11. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of foreign currency translation adjustments and changes in unrealized losses and gains (net of tax) on marketable securities. For the purposes of comprehensive income disclosures, the Company does not record tax provisions or benefits for the net changes in the foreign currency translation adjustment, as the Company intends to reinvest permanently undistributed earnings of its foreign subsidiaries. Accumulated other comprehensive loss is reported as a component of stockholders’ equity and was comprised of cumulative translation adjustment losses of $5.2 million as of December 31, 2015 and September 30, 2016, and unrealized losses (net of tax) on marketable securities of $27,000 and unrealized gains (net of tax) of $19,000, respectively. There were no material reclassifications to earnings in the nine months ended September 30, 2016.

Stock Incentive Plan
Stock Incentive Plan

9. Stock Incentive Plan

The Company’s 2009 Stock Incentive Plan (“2009 Plan”) is administered by the Board of Directors and Compensation Committee, which have the authority to designate participants and determine the number and type of awards to be granted and any other terms or conditions of the awards. The Company awards restricted stock units as the principal equity incentive award. Restricted stock units with time-based vesting conditions generally vest over a three-year period while restricted stock units with market-based vesting conditions generally vest over two or three-year periods. Until 2012, the Company generally granted stock options as the principal equity incentive award. Options generally vest over a four-year period and expire ten years from the date of grant. Certain stock-based awards provide for accelerated vesting if the Company experiences a change in control. As of September 30, 2016, there were 3.4 million shares available for grant under the 2009 Plan.

The following table summarizes stock option activity (shares and intrinsic value in thousands):

 

     Number
of Options
     Weighted
Average
Exercise
Price
     Weighted
Average
Remaining
Contractual
Term
(Years)
     Aggregate
Intrinsic
Value
 

Outstanding, January 1, 2016

     768       $ 30.74         5.4       $ 27,942   
           

 

 

 

Granted

     —          —          

Exercised

     (347      27.19          $ 13,526   
           

 

 

 

Forfeited

     (3      21.58         
  

 

 

    

 

 

       

Outstanding, September 30, 2016

     418       $ 33.77         5.1       $ 23,594   
  

 

 

    

 

 

    

 

 

    

 

 

 

Exercisable at December 31, 2015

     598       $ 30.54         5.0       $ 21,881   
  

 

 

    

 

 

    

 

 

    

 

 

 

Exercisable at September 30, 2016

     323       $ 38.39         5.4       $ 16,821   
  

 

 

    

 

 

    

 

 

    

 

 

 

The aggregate intrinsic value was calculated based on the positive differences between the fair value of the Company’s common stock of $67.10 per share on December 31, 2015 and $90.39 per share on September 30, 2016, or at time of exercise, and the exercise price of the options.

During the three and nine months ended September 30, 2016, the Company granted 88,270 and 732,688 restricted stock units, respectively, of which 88,270 and 678,188 have time-based vesting conditions and 0 and 54,500 have market-based vesting conditions, respectively. Restricted stock units with time-based vesting conditions are valued on the grant date using the grant date closing price of the underlying shares. The Company recognizes the expense on a straight-line basis over the requisite service period of the restricted stock unit, which is generally three years. An additional 27,000 and 36,200 market-based restricted stock units were earned and issued during the three and nine months ended September 30, 2016, respectively.

 

Since 2013, the Company has granted to certain key executives restricted stock unit awards with market-based vesting conditions, which are tied to the individual executive’s continued employment with the Company throughout the applicable performance period and the level of the Company’s achievement of a pre-established relative total shareholder return, or TSR, goal, as measured over an applicable performance period ranging from two to three years as compared to the TSR realized for that same period by the Russell 2000 Index (the “TSR Units”). In February and March 2016, the Company granted TSR Units with a target number of underlying shares of 37,500 and 17,000, respectively, but the actual number of shares that may be earned under these TSR Units can range from 0% to 200% of the target number of shares awarded, or up to 75,000 and 34,000 shares, respectively, based on the Company’s level of achievement of its relative TSR goal for the applicable performance period. Compensation cost for TSR Units is recognized on a straight-line basis over the requisite service period and is recognized regardless of the actual number of awards that are earned based on the market condition.

The assumptions used in the Monte Carlo simulation model for the 2016 TSR Unit grants include (but are not limited to) the following:

 

     February 2016 Grant     May 2016 Grant  

Risk-free interest rate

     0.89     1.02

Volatility

     40     37

The following table summarizes restricted stock unit activity, including performance-based TSR Units (shares in thousands):

 

     Number of shares
Underlying Restricted
Stock Units
     Weighted Average
Grant Date Fair

Value
 

Unvested as of January 1, 2016

     1,438       $ 54.37   

Restricted stock units granted

     769         62.06   

Restricted stock units vested

     (644      46.80   

Restricted stock units forfeited

     (90      56.04   
  

 

 

    

 

 

 

Unvested as of September 30, 2016

     1,473       $ 61.31   
  

 

 

    

 

 

 

Included in both restricted stock units granted and vested in the table above are 36,200 TSR Units earned above the target number of underlying shares initially granted.

The Company recognized stock based compensation expense within the accompanying condensed consolidated statements of operations as summarized in the following table (in thousands):

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2015      2016      2015      2016  

Cost of revenue

   $ 314       $ 536       $ 1,132       $ 1,774   

Research and development

     1,193         1,476         4,051         4,702   

Sales and marketing

     3,117         4,398         7,972         12,876   

General and administrative

     2,044         2,589         6,080         7,975   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 6,668       $ 8,999       $ 19,235       $ 27,327   
  

 

 

    

 

 

    

 

 

    

 

 

 

As of September 30, 2016, there was $65.1 million of total unrecognized share-based compensation cost, net of estimated forfeitures, related to unvested stock awards which are expected to be recognized over a weighted average period of 2.1 years. The total unrecognized share-based compensation cost will be adjusted for future changes in estimated forfeitures.

Commitments and Contingencies
Commitments and Contingencies

10. Commitments and Contingencies

Operating Leases — The Company has operating lease agreements for offices in the United States, Hungary, Australia, the United Kingdom, Ireland and India that expire at various dates through 2028.

In December 2015, the Company amended its current lease for its Budapest, Hungary office space to provide for an expansion of leased space and to extend the term of the lease. The term of the amended lease began in June 2016 and extends through June 2021. The aggregate amount of minimum lease payments to be made over the term of the lease is approximately $8.4 million (EUR 7.5 million). The lease agreement required a bank guarantee of $0.6 million (EUR 0.5 million). The bank guarantee is classified as restricted cash.

 

In December 2014, the Company entered into a lease for new office space in Boston, Massachusetts which began in December 2015 and extends through June 2028. The aggregate amount of minimum lease payments to be made over the term of the lease is approximately $47.0 million. Pursuant to the terms of the lease, the landlord was responsible for making certain improvements to the leased space up to an agreed upon cost to the landlord. Any excess costs for these improvements were billed by the landlord to the Company as additional rent. These excess costs total $3.4 million, all of which were paid as of September 30, 2016. The lease required a security deposit of $3.3 million in the form of an irrevocable, unsecured standby letter of credit. The lease includes an option to extend the original term of the lease for two successive five year periods.

Rent expense under all leases was $1.8 million and $3.0 million for the three months ended September 30, 2015 and 2016, respectively, and $5.7 million and $8.9 million for the nine months ended September 30, 2015 and 2016, respectively. The Company records rent expense on a straight-line basis for leases with scheduled escalation clauses or free rent periods.

The Company also enters into hosting services agreements with third-party data centers and internet service providers that are subject to annual renewal. The aggregate hosting fees incurred under these arrangements totaled $1.8 million and $2.6 million for the three months ended September 30, 2015 and 2016, respectively and $4.8 million and $7.2 million for the nine months ended September 30, 2015 and 2016, respectively.

Future minimum lease payments under non-cancelable operating and capital leases including commitments associated with the Company’s hosting services arrangements are approximately as follows at September 30, 2016 (in thousands):

 

Years Ending December 31

      

2016 (three months ending December 31)

   $ 4,733   

2017

     15,271   

2018

     12,202   

2019

     12,120   

2020

     11,820   

Thereafter

     46,470   
  

 

 

 

Total minimum lease payments

   $ 102,616   
  

 

 

 

Litigation — The Company routinely assesses its current litigation and/or threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where the Company assesses the likelihood of loss as probable.

On September 2, 2016, Meetrix IP, LLC (“Meetrix”) filed a complaint against the Company in the U.S. District Court for the Western District of Texas (Case No. 1:16-cv-1034). The complaint, which was served upon the Company on September 22, 2016, alleges that the Company’s join.me service infringes upon U.S. Patent Nos. 9,253,332, 9,094,525 and 8,339,997, each of which are allegedly owned by Meetrix and which Meetrix asserts relate to audio-video conferencing collaboration. The complaint seeks monetary damages in an unspecified amount, attorneys’ fees and costs, and additional relief as is deemed appropriate by the court. The Company believes it has meritorious defenses to these claims and intends to defend the lawsuit vigorously. Given the inherent unpredictability of litigation and the fact that this litigation is still in its early stages, the Company is unable to predict the outcome of this litigation or reasonably estimate a possible loss or range of loss associated with this litigation at this time.

On April 24, 2015, the Company entered into a Settlement Agreement with Sensory Technologies, LLC, or Sensory, whereby Sensory agreed to assign its JOIN® trademark to the Company and the parties agreed to mutually release each other from any and all claims related to the complaint filed by Sensory against the Company in the U.S. District Court for the Southern District of Indiana on August 26, 2014. In the second quarter of 2015, the Company paid Sensory a one-time fee of $8.3 million, $4.7 million of which was reimbursed by the Company’s insurance provider, in connection with the Settlement Agreement. The Company believed that the JOIN® trademark had de minimis value and therefore expensed $3.6 million in the first quarter of 2015 as legal settlement expense, which was paid in the second quarter of 2015.

The Company is from time to time subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these other claims cannot be predicted with certainty, management does not believe that the outcome of any of these other legal matters will have a material adverse effect on the Company’s condensed consolidated financial statements.

 

Credit Facility
Credit Facility

12. Credit Facility

On February 18, 2015, the Company entered into a multi-currency credit agreement with a syndicate of banks, financial institutions and other lending entities (the “Credit Agreement”), pursuant to which a secured revolving credit facility of up to $100.0 million in the aggregate was made available to the Company. On January 22, 2016, the Company entered into the First Amendment to the Credit Agreement, pursuant to which the Company exercised its option to increase the credit facility to up to $150.0 million in the aggregate with the existing lenders and an additional lender and amended the Credit Agreement to provide the Company with an option to further increase the credit facility by an additional $50.0 million, which, if exercised, would provide the Company with access to a secured revolving credit facility of up to $200.0 million. The credit facility is available to the Company on a revolving basis during the period from February 18, 2015 through February 18, 2020. The Company may prepay the loans or terminate or reduce the commitments in whole or in part at any time, without premium or penalty, subject to certain conditions and costs in the case of Eurodollar rate loans. The Company repaid $7.5 million in March, April and July 2016 reducing its outstanding debt balance from $60.0 million to $37.5 million as of September 30, 2016. On October 24, 2016, the Company repaid an additional $7.5 million of outstanding borrowings. The Company and its subsidiaries expect to use the credit facility for general corporate purposes, including, but not limited to, the potential acquisition of complementary products or businesses, share repurchases, as well as for working capital.

Loans under the credit facility bear interest at variable rates which reset every 30 to 180 days depending on the rate and period selected by the Company as described below. As of September 30, 2016, the annual rate on the $37.5 million revolving loan was 2.06% and was renewed at 2.06% on October 24, 2016. The average interest rate on borrowings outstanding for the period ending September 30, 2016 was 1.98%. The quarterly commitment fee on the undrawn portion of the credit facility ranges from 0.20% to 0.30% per annum, based upon the Company’s total leverage ratio. As of September 30, 2016, the fair value of the credit facility approximated its book value.

The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, change the nature of its business, make investments and acquisitions, pay dividends or make distributions, or enter into certain transactions with affiliates, in each case subject to customary and other exceptions for a credit facility of this size and type, each as further described in the Credit Agreement. The Credit Agreement also imposes limits on capital expenditures of the Company and its subsidiaries and requires the Company to maintain a maximum total leverage ratio (not greater than 2.75:1.00) and a minimum interest coverage ratio (not less than 3.00:1.00), each as further defined in the Credit Agreement. As of September 30, 2016, the total leverage ratio was 0.52:1.00, the minimum interest coverage ratio was 71.7:1.00 and the Company was in compliance with all financial and operating covenants of the Credit Agreement.

Any failure to comply with the financial or operating covenants of the Credit Agreement would prevent the Company from being able to borrow additional funds, and would constitute a default, permitting the lenders to, among other things, accelerate the amounts outstanding, including all accrued interest and unpaid fees, under the credit facility and to terminate the credit facility.

As of September 30, 2016, the Company had $0.9 million of origination costs recorded in other assets. The Company incurred $1.0 million of origination costs for the period ending December 31, 2015 in connection with entering into the Credit Agreement. The Company incurred an additional $0.3 million of origination costs in connection with the First Amendment to the Credit Agreement executed in January 2016. As permitted by FASB issued ASU 2015-15, the Company has elected to present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the credit facility.

 

Subsequent Events
Subsequent Events

13. Subsequent Events

On October 27, 2016, the Company announced that the Board of Directors declared a second special cash dividend of $0.50 per share of common stock (or approximately $12.7 million in the aggregate), as permitted by the Merger Agreement. The dividend will be payable on November 22, 2016 to stockholders of record on November 7, 2016.

 

Summary of Significant Accounting Policies (Policies)

Principles of Consolidation — The accompanying condensed consolidated financial statements include the results of operations of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company has prepared the accompanying condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Unaudited Interim Condensed Consolidated Financial Statements — The accompanying condensed consolidated financial statements and the related interim information contained within the notes to the condensed consolidated financial statements are unaudited and have been prepared in accordance with GAAP and applicable rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read along with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 19, 2016. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and in the opinion of management, reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results for the interim periods presented are not necessarily indicative of future results. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

Use of Estimates — The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates.

Marketable Securities — The Company’s marketable securities are classified as available-for-sale and are carried at fair value with the unrealized gains and losses, net of tax, reported as a component of accumulated other comprehensive loss in equity. Realized gains and losses and declines in value judged to be other than temporary are included as a component of earnings based on the specific identification method. Fair value is determined based on quoted market prices. At December 31, 2015 and September 30, 2016, marketable securities consisted of U.S. government agency securities and corporate bonds that have remaining maturities within two years and have an aggregate amortized cost of $85.3 million and $70.6 million, respectively. The securities have an aggregate fair value of $85.3 million and $70.6 million, including $10,000 and $74,000 of unrealized gains and $53,000 and $43,000 of unrealized losses, at December 31, 2015 and September 30, 2016, respectively.

Revenue Recognition — The Company derives revenue primarily from subscription fees related to its premium subscription software services and to a lesser extent, the delivery of professional services, primarily related to its Internet of Things business. Revenues are reported net of applicable sales and use tax, value-added tax and other transaction taxes imposed on the related transaction.

Revenue from the Company’s premium services is recognized on a daily basis over the subscription term as the services are delivered, provided that there is persuasive evidence of an arrangement, the fee is fixed or determinable and collectability is deemed reasonably assured. Subscription periods range from monthly to ten years, but are generally one year in duration. The Company’s software cannot be run on another entity’s hardware and customers do not have the right to take possession of the software and use it on their own or another entity’s hardware.

 

The Company’s multi-element arrangements typically include subscription and professional services, which may include development services. The Company evaluates each element within the arrangement to determine if they can be accounted for as separate units of accounting. If the delivered item or items have value to the customer on a standalone basis, either because they are sold separately by any vendor or the customer could resell the delivered item or items on a standalone basis, the Company has determined that the deliverables within these arrangements qualify for treatment as separate units of accounting. Accordingly, the Company recognizes revenue for each delivered item or items as a separate earnings process commencing when all of the significant performance obligations have been performed and when all of the revenue recognition criteria have been met. Professional services revenue recognized as a separate earnings process under multi-element arrangements has been immaterial to date.

In cases where the Company has determined that the delivered items within its multi-element arrangements do not have value to the customer on a stand-alone basis, the arrangement is accounted for as a single unit of accounting and the related consideration is recognized ratably over the estimated customer life, commencing when all of the significant performance obligations have been delivered and when all of the revenue recognition criteria have been met. Revenue from multi-element arrangements accounted for as a single unit of accounting which do not have value to the customer has been immaterial to date.

Concentrations of Credit Risk and Significant Customers — The Company’s principal credit risk relates to its cash, cash equivalents, marketable securities, restricted cash and accounts receivable. Cash, cash equivalents and restricted cash are deposited primarily with financial institutions that management believes to be of high-credit quality and custody of its marketable securities is with an accredited financial institution. To manage accounts receivable credit risk, the Company regularly evaluates the creditworthiness of its customers and maintains allowances for potential credit losses. To date, losses resulting from uncollected receivables have not exceeded management’s expectations.

For the three and nine months ended September 30, 2015 and 2016, no customers accounted for more than 10% of revenue. As of December 31, 2015 and September 30, 2016, no customers accounted for more than 10% of accounts receivable.

Goodwill — Goodwill is the excess of the acquisition price over the fair value of the tangible and identifiable intangible net assets acquired. The Company does not amortize goodwill, but performs an impairment test of goodwill annually or whenever events and circumstances indicate that the carrying amount of goodwill may exceed its fair value. The Company operates as a single operating segment with one reporting unit and consequently evaluates goodwill for impairment based on an evaluation of the fair value of the Company as a whole. As of December 31, 2015, the fair value of the Company as a whole significantly exceeded the carrying amount of the Company. Through September 30, 2016, no impairments have occurred.

Long-Lived Assets and Intangible Assets — The Company records intangible assets at their respective estimated fair values at the date of acquisition. Intangible assets are being amortized based upon the pattern in which their economic benefit will be realized, or if this pattern cannot be reliably determined, using the straight-line method over their estimated useful lives, which range up to eleven years.

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including intangible assets, may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. Through September 30, 2016, the Company recorded no material impairments.

Foreign Currency Translation — The functional currency of operations outside the United States of America is deemed to be the currency of the local country, unless otherwise determined that the United States dollar would serve as a more appropriate functional currency given the economic operations of the entity. Accordingly, the assets and liabilities of the Company’s foreign subsidiaries are translated into United States dollars using the period-end exchange rate and income and expense items are translated using the average exchange rate during the period. Cumulative translation adjustments are reflected as a separate component of equity. Foreign currency transaction gains and losses are charged to operations. The Company had foreign currency losses of $0.5 million and gains of $1.0 million for the three and nine months ended September 30, 2015, respectively, and foreign currency losses of $0.2 million and $0.7 million for the three and nine months ended September 30, 2016, respectively, included in other (expense) income in the condensed consolidated statements of operations.

Stock-Based Compensation — The Company values all stock-based compensation, including grants of stock options and restricted stock units, at fair value on the date of grant and recognizes the expense over the requisite service period, which is generally the vesting period of the award, for those awards expected to vest, on a straight-line basis. The Company uses the with-or-without method to determine when it will realize excess tax benefits from stock-based compensation. Under this method, the Company will realize these excess tax benefits only after it realizes the tax benefits of net operating losses from operations.

Income Taxes — Deferred income taxes are provided for the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss carry-forwards and credits using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. At each balance sheet date, the Company assesses the likelihood that deferred tax assets will be realized and recognizes a valuation allowance if it is more likely than not that some portion of the deferred tax assets will not be realized. This assessment requires judgment as to the likelihood and amounts of future taxable income by tax jurisdiction.

The Company evaluates its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings is more likely than not to be realized. Potential interest and penalties associated with any uncertain tax positions are recorded as a component of income tax expense. As of December 31, 2015 and September 30, 2016, the Company has provided a liability for $0.9 million and $1.3 million, respectively, for uncertain tax positions. These uncertain tax positions would impact the Company’s effective tax rate if recognized.

Segment Data — Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision-maker or decision making group when making decisions regarding resource allocation and assessing performance. The Company, whose management uses consolidated financial information in determining how to allocate resources and assess performance, has determined that it operates in one segment.

The Company’s revenue by geography (based on customer address) is as follows (in thousands):

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2015      2016      2015      2016  

Revenues:

           

United States

   $ 48,721       $ 60,713       $ 137,194       $ 177,440   

United Kingdom

     5,683         6,530         15,692         19,239   

International—all other

     15,169         17,860         42,630         51,424   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue

   $ 69,573       $ 85,103       $ 195,516       $ 248,103   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s revenue by service cloud (product grouping) is as follows (in thousands):

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2015      2016      2015      2016  

Revenues:

           

Collaboration cloud

   $ 22,930       $ 30,240       $ 63,148       $ 85,837   

Identity and Access Management cloud

     23,718         30,524         65,718         88,268   

Service and Support cloud

     22,363         23,871         64,783         72,233   

Other

     562         468         1,867         1,765   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue

   $ 69,573       $ 85,103       $ 195,516       $ 248,103   
  

 

 

    

 

 

    

 

 

    

 

 

 

Guarantees and Indemnification Obligations — As permitted under Delaware law, the Company has agreements whereby the Company indemnifies certain of its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. As permitted under Delaware law, the Company also has similar indemnification obligations under its certificate of incorporation and by-laws. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director’s and officer’s insurance coverage that the Company believes limits its exposure and enables it to recover a portion of any future amounts paid.

In the ordinary course of business, the Company enters into agreements with certain customers that contractually obligate the Company to provide indemnifications of varying scope and terms with respect to certain matters including, but not limited to, losses arising out of the breach of such agreements or claims alleging that the Company’s products infringe third-party patents, copyrights, or trademarks. The term of these indemnification obligations is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these indemnification obligations is, in many cases, unlimited. Through September 30, 2016, the Company has not experienced any losses related to these indemnification obligations.

Net Income (Loss) Per Share — Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the sum of the weighted average number of common shares outstanding during the period and the weighted average number of potential common shares outstanding from the assumed exercise of stock options and the vesting of restricted stock units. For the three months ended September 30, 2016, the Company incurred a net loss and therefore, the effect of the Company’s outstanding common stock equivalents were not included in the calculation of diluted loss per share as they were anti-dilutive. Accordingly, basic and dilutive net loss per share for the period were identical.

The Company excluded the following options to purchase common shares and restricted stock units from the computation of diluted net income (loss) per share because they had an anti-dilutive impact (in thousands):

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2015      2016      2015      2016  

Options to purchase common shares

     —          418        —          —    

Restricted stock units

     238         1,473         238         106   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total options and restricted stock units

     238         1,891         238         106   
  

 

 

    

 

 

    

 

 

    

 

 

 

For the three months ended September 30, 2016, the Company recorded a net loss of $0.7 million and all outstanding options to purchase common shares and restricted stock units have been excluded from the computation of diluted net loss per share as they had an anti-dilutive impact.

Basic and diluted net income (loss) per share was calculated as follows (in thousands, except per share data):

 

     Three months ended September 30,      Nine months ended September 30,  
     2015      2016      2015      2016  

Basic:

           

Net income (loss)

   $ 5,563       $ (657    $ 8,323       $ 776   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average common shares outstanding, basic

     24,955         25,401         24,733         25,230   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income (loss) per share, basic

   $ 0.22       $ (0.03    $ 0.34       $ 0.03   
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted:

           

Net income (loss)

   $ 5,563       $ (657    $ 8,323       $ 776   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average common shares outstanding

     24,955         25,401         24,733         25,230   

Add: Common stock equivalents

     813         —           945         779   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average common shares outstanding, diluted

     25,768         25,401         25,678         26,009   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income (loss) per share, diluted

   $ 0.22       $ (0.03    $ 0.32       $ 0.03   
  

 

 

    

 

 

    

 

 

    

 

 

Recently Issued Accounting Pronouncements — On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), its final standard on revenue from contracts with customers. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue model to contracts within its scope, an entity identifies the contract(s) with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to the performance obligations in the contract and recognizes revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers that are within the scope of other topics in the FASB Accounting Standards Codification. Certain of ASU 2014-09’s provisions also apply to transfers of nonfinancial assets, including in-substance nonfinancial assets that are not an output of an entity’s ordinary activities (i.e., property plant and equipment, real estate or intangible assets). Existing accounting guidance applicable to these transfers has been amended or superseded. ASU 2014-09 also requires significantly expanded disclosures about revenue recognition. ASU 2014-09 is effective for the Company on January 1, 2018, with early adoption permitted, but not earlier than January 1, 2017. The Company is currently assessing the potential impact of the adoption of ASU 2014-09 on its consolidated financial statements.

 

On February 25, 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) , which will require lessees to recognize most leases on their balance sheet as a right-of-use asset and a lease liability. Leases will be classified as either operating or finance, and classification will be based on criteria similar to current lease accounting, but without explicit bright lines. The guidance is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years, and early adoption is permitted. The Company is currently assessing the impact of the adoption of ASU 2016-02 on its consolidated financial statements.

On March 30, 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which includes multiple provisions intended to simplify various aspects of the accounting for share-based payments, and is expected to impact net income, EPS, and the statement of cash flows. The guidance is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years, and early adoption is permitted. The Company is currently assessing the impact of the adoption of ASU 2016-09 on its consolidated financial statements.

On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The purpose of ASU 2016-13 is to require a financial asset measured on the amortized cost basis to be presented at the net amount expected to be collected. Credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. The guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods therein. This guidance is not expected to have a material impact on the Company’s consolidated financial statements.

On August 26, 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The purpose of ASU 2016-15 is to reduce the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those fiscal years, and early adoption is permitted. The Company adopted this guidance in the third quarter of 2016 and there was no material impact on its consolidated financial statements.

On October 24, 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). The purpose of ASU 2016-16 is to simplify the income tax accounting of an intra-entity transfer of an asset other than inventory and to record its effect when the transfer occurs. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods and early adoption is permitted. The Company is currently assessing the potential impact of the adoption of ASU 2016-16 on its consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

The Company’s revenue by geography (based on customer address) is as follows (in thousands):

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2015      2016      2015      2016  

Revenues:

           

United States

   $ 48,721       $ 60,713       $ 137,194       $ 177,440   

United Kingdom

     5,683         6,530         15,692         19,239   

International—all other

     15,169         17,860         42,630         51,424   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue

   $ 69,573       $ 85,103       $ 195,516       $ 248,103   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s revenue by service cloud (product grouping) is as follows (in thousands):

 


     Three Months Ended September 30,      Nine Months Ended September 30,  
     2015      2016      2015      2016  

Revenues:

           

Collaboration cloud

   $ 22,930       $ 30,240       $ 63,148       $ 85,837   

Identity and Access Management cloud

     23,718         30,524         65,718         88,268   

Service and Support cloud

     22,363         23,871         64,783         72,233   

Other

     562         468         1,867         1,765   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue

   $ 69,573       $ 85,103       $ 195,516       $ 248,103   

The Company excluded the following options to purchase common shares and restricted stock units from the computation of diluted net income (loss) per share because they had an anti-dilutive impact (in thousands):

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2015      2016      2015      2016  

Options to purchase common shares

     —          418        —          —    

Restricted stock units

     238         1,473         238         106   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total options and restricted stock units

     238         1,891         238         106   
  

 

 

    

 

 

    

 

 

    

 

 

Basic and diluted net income (loss) per share was calculated as follows (in thousands, except per share data):

 

     Three months ended September 30,      Nine months ended September 30,  
     2015      2016      2015      2016  

Basic:

           

Net income (loss)

   $ 5,563       $ (657    $ 8,323       $ 776   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average common shares outstanding, basic

     24,955         25,401         24,733         25,230   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income (loss) per share, basic

   $ 0.22       $ (0.03    $ 0.34       $ 0.03   
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted:

           

Net income (loss)

   $ 5,563       $ (657    $ 8,323       $ 776   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average common shares outstanding

     24,955         25,401         24,733         25,230   

Add: Common stock equivalents

     813         —           945         779   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average common shares outstanding, diluted

     25,768         25,401         25,678         26,009   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income (loss) per share, diluted

   $ 0.22       $ (0.03    $ 0.32       $ 0.03   
  

 

 

    

 

 

    

 

 

    

 

 

 

Fair Value of Financial Instruments (Tables)

The following table summarizes the basis used to measure certain of the Company’s financial assets and contingent consideration liability that are carried at fair value (in thousands):

 

     Fair Value Measurements at December 31, 2015  
     Level 1      Level 2      Level 3      Total  

Cash equivalents — money market funds

   $ 10,138       $ —        $ —        $ 10,138   

Cash equivalents — bank deposits

     —          1         —          1   

Short-term marketable securities:

           

U.S. government agency securities

     50,237         17,994         —          68,231   

Corporate bond securities

     —          17,053         —          17,053   

Contingent consideration liability

     —          —          2,028         2,028   
     Fair Value Measurements at September 30, 2016  
     Level 1      Level 2      Level 3      Total  

Cash equivalents — money market funds

   $ 25,368       $ —        $ —        $ 25,368   

Short-term marketable securities:

           

U.S. government agency securities

     43,574         9,508         —          53,082   

Corporate bond securities

     —          17,527         —          17,527   

Contingent consideration liability

     —          —          2,500         2,500   

A reconciliation of the beginning and ending Level 3 liability is as follows:

 

     Nine Months Ended
September 30, 2016
 

Balance beginning of period

   $ 2,028   

Payments

     (30

Change in fair value of contingent consideration liability

     502   
  

 

 

 

Balance end of period

   $ 2,500   
  

 

 

 
Acquisitions (Tables)

Unaudited Pro Forma Financial Information

 

     Three Months Ended
September 30, 2015
     Nine Months Ended
September 30, 2015
 
     Pro Forma      As Reported      Pro Forma      As Reported  
     (in thousands, except
per share amounts)
     (in thousands, except
per share amounts)
 

Revenue

   $ 73,212       $ 69,573       $ 205,257       $ 195,516   

Net income

   $ 4,954       $ 5,563       $ 5,853       $ 8,323   

Earnings per share—Basic

   $ 0.20       $ 0.22       $ 0.24       $ 0.34   

Earnings per share—Diluted

   $ 0.19       $ 0.22       $ 0.23       $ 0.32   

 

The following table summarizes the fair value (in thousands) of the assets acquired and liabilities assumed at the date of acquisition:

 

Cash

   $ 2,518   

Accounts receivable

     639   

Property and equipment

     40   

Deferred tax asset

     3,050   

Current and other assets

     134   

Intangible assets:

  

Completed technology

     29,400   

Customer relationships

     23,900   

Trade name and trademark

     3,000   

Deferred revenue

     (6,600

Accrued expenses

     (66

Deferred tax liability

     (23,478

Goodwill

     79,617   
  

 

 

 

Total purchase price

     112,154   

Liability for contingent consideration

     (2,000
  

 

 

 

Total cash paid

   $ 110,154   
  

 

 

 
Goodwill and Intangible Assets (Tables)

Intangible assets consist of the following (in thousands):

 

            December 31, 2015      September 30, 2016  
     Estimated
Useful
Life
     Gross
Carrying
Amount
     Accumulated
Amortization
     Net
Carrying
Amount
     Gross
Carrying
Amount
     Accumulated
Amortization
     Net
Carrying
Amount
 

Identifiable intangible assets:

                    

Trade names and trademarks

     1-11 years       $ 3,806       $ 824       $ 2,982       $ 3,806       $ 922       $ 2,884   

Customer relationships

     5-8 years         29,129         4,089         25,040         29,129         7,925         21,204   

Customer backlog

     4 months         120         120         —          120         120         —    

Domain names

     5 years         915         665         250         916         769         147   

Software

     4 years         299         299         —          299         299         —    

Completed technology

     3-9 years         46,503         6,893         39,610         46,503         10,324         36,179   

Technology and know-how

     3 years         3,176         3,176         —          3,176         3,176         —    

Documented know-how

     4 years         280         127         153         280         180         100   

Non-Compete agreements

     5 years         162         114         48         162         150         12   

Internally developed software

     3 years         6,754         3,247         3,507         7,791         4,605         3,186   
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
      $ 91,144       $ 19,554       $ 71,590       $ 92,182       $ 28,470       $ 63,712   
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Future estimated amortization expense for intangible assets at September 30, 2016 is as follows (in thousands):

 

Amortization Expense (Years Ending December 31)

   Amount  

2016 (three months ending December 31)

   $ 2,917   

2017

     11,696   

2018

     11,249   

2019

     8,511   

2020

     7,616   

Thereafter

     21,723   
  

 

 

 

Total

   $ 63,712   
  

 

 

 
Accrued Liabilities (Tables)
Summary of Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

 

     December 31,
2015
     September 30,
2016
 

Marketing programs

   $ 4,323       $ 6,748   

Payroll and payroll-related

     11,459         11,070   

Professional fees

     1,782         1,593   

Acquisition-related

     6,942         8,180   

Other accrued liabilities

     7,168         8,346   
  

 

 

    

 

 

 

Total accrued liabilities

   $ 31,674       $ 35,937   
  

 

 

    

 

 

 
Stock Incentive Plan (Tables)

The following table summarizes stock option activity (shares and intrinsic value in thousands):

 

     Number
of Options
     Weighted
Average
Exercise
Price
     Weighted
Average
Remaining
Contractual
Term
(Years)
     Aggregate
Intrinsic
Value
 

Outstanding, January 1, 2016

     768       $ 30.74         5.4       $ 27,942   
           

 

 

 

Granted

     —          —          

Exercised

     (347      27.19          $ 13,526   
           

 

 

 

Forfeited

     (3      21.58         
  

 

 

    

 

 

       

Outstanding, September 30, 2016

     418       $ 33.77         5.1       $ 23,594   
  

 

 

    

 

 

    

 

 

    

 

 

 

Exercisable at December 31, 2015

     598       $ 30.54         5.0       $ 21,881   
  

 

 

    

 

 

    

 

 

    

 

 

 

Exercisable at September 30, 2016

     323       $ 38.39         5.4       $ 16,821   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table summarizes restricted stock unit activity, including performance-based TSR Units (shares in thousands):

 

     Number of shares
Underlying Restricted
Stock Units
     Weighted Average
Grant Date Fair

Value
 

Unvested as of January 1, 2016

     1,438       $ 54.37   

Restricted stock units granted

     769         62.06   

Restricted stock units vested

     (644      46.80   

Restricted stock units forfeited

     (90      56.04   
  

 

 

    

 

 

 

Unvested as of September 30, 2016

     1,473       $ 61.31   
  

 

 

    

 

 

 

The Company recognized stock based compensation expense within the accompanying condensed consolidated statements of operations as summarized in the following table (in thousands):

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2015      2016      2015      2016  

Cost of revenue

   $ 314       $ 536       $ 1,132       $ 1,774   

Research and development

     1,193         1,476         4,051         4,702   

Sales and marketing

     3,117         4,398         7,972         12,876   

General and administrative

     2,044         2,589         6,080         7,975   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 6,668       $ 8,999       $ 19,235       $ 27,327   
  

 

 

    

 

 

    

 

 

    

 

 

 

The assumptions used in the Monte Carlo simulation model for the 2016 TSR Unit grants include (but are not limited to) the following:

 

     February 2016 Grant     May 2016 Grant  

Risk-free interest rate

     0.89     1.02

Volatility

     40     37

Commitments and Contingencies (Tables)
Schedule of Minimum Future Lease Payments Receivable

Future minimum lease payments under non-cancelable operating and capital leases including commitments associated with the Company’s hosting services arrangements are approximately as follows at September 30, 2016 (in thousands):

 

Years Ending December 31

      

2016 (three months ending December 31)

   $ 4,733   

2017

     15,271   

2018

     12,202   

2019

     12,120   

2020

     11,820   

Thereafter

     46,470   
  

 

 

 

Total minimum lease payments

   $ 102,616   
  

 

 

 
Nature of the Business - Additional Information (Detail) (USD $)
0 Months Ended 0 Months Ended 9 Months Ended 0 Months Ended
Sep. 6, 2016
Jul. 26, 2016
Jul. 25, 2016
Sep. 30, 2016
Jul. 26, 2016
Dec. 31, 2017
Scenario, Forecast [Member]
Dec. 31, 2016
Scenario, Forecast [Member]
Sep. 6, 2016
Citrix Systems Inc [Member]
Jul. 26, 2016
Citrix Systems Inc [Member]
Jul. 25, 2016
Citrix Systems Inc [Member]
Sep. 30, 2016
Citrix Systems Inc [Member]
Jul. 26, 2016
Citrix Systems Inc [Member]
Jul. 26, 2016
Citrix Systems Inc [Member]
Maximum [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Ownership percentage
 
 
 
 
49.90% 
 
 
 
 
 
 
50.10% 
 
Business combination transaction amount
 
 
 
 
 
 
 
$ 2,500,000,000 
 
$ 1,800,000,000 
 
 
 
Common stock, dividend per share
$ 90.52 
$ 0.50 
$ 65.31 
 
 
 
 
 
 
 
 
 
 
Termination fee
 
 
 
 
 
 
 
 
62,000,000 
 
 
 
 
Contract termination fee, description
 
 
 
 
 
 
 
 
 
 
The transaction, which is expected to close in the first quarter of 2017. If the Merger Agreement is terminated under certain circumstances, the Company may be required to pay Citrix a termination fee of $62 million or may under other circumstances be required to reimburse Citrix up to $10 million for certain expenses in connection with the Merger. 
 
 
Expenses reimburse in connection with the merger
 
 
 
 
 
 
 
 
 
 
 
 
10,000,000 
Transaction related and integration related fees and expenses
 
 
 
9,800,000 
 
50,000,000 
45,000,000 
 
 
 
 
 
 
Transaction related and integration related fees and expenses, remainder of fiscal year
 
 
 
$ 9,000,000 
 
 
 
 
 
 
 
 
 
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Segment
Sep. 30, 2015
Dec. 31, 2015
Sep. 30, 2016
Indemnification Agreement [Member]
Sep. 30, 2016
Sales Revenue, Net [Member]
Customer
Sep. 30, 2015
Sales Revenue, Net [Member]
Customer
Sep. 30, 2016
Sales Revenue, Net [Member]
Customer
Sep. 30, 2015
Sales Revenue, Net [Member]
Customer
Sep. 30, 2016
Accounts Receivable [Member]
Customer
Dec. 31, 2015
Accounts Receivable [Member]
Customer
Sep. 30, 2016
Minimum [Member]
Sep. 30, 2016
Maximum [Member]
Sep. 30, 2016
Weighted Average [Member]
Sep. 30, 2016
Customer Concentration Risk [Member]
Minimum [Member]
Sales Revenue, Net [Member]
Sep. 30, 2015
Customer Concentration Risk [Member]
Minimum [Member]
Sales Revenue, Net [Member]
Sep. 30, 2016
Customer Concentration Risk [Member]
Minimum [Member]
Sales Revenue, Net [Member]
Sep. 30, 2015
Customer Concentration Risk [Member]
Minimum [Member]
Sales Revenue, Net [Member]
Sep. 30, 2016
Credit Concentration Risk [Member]
Minimum [Member]
Accounts Receivable [Member]
Dec. 31, 2015
Credit Concentration Risk [Member]
Minimum [Member]
Accounts Receivable [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marketable securities, maturities remaining
 
 
2 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marketable securities, amortized cost
$ 70,609,000 
 
$ 70,609,000 
 
$ 85,284,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marketable securities
70,609,000 
 
70,609,000 
 
85,284,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marketable securities, unrealized gains
74,000 
 
74,000 
 
10,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marketable securities, unrealized losses
43,000 
 
43,000 
 
53,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue subscription period
 
 
 
 
 
 
 
 
 
 
 
 
1 month 
10 years 
1 year 
 
 
 
 
 
 
Revenue, number of customers accounted
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage outstanding for major customer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10.00% 
10.00% 
10.00% 
10.00% 
10.00% 
10.00% 
Accounts receivable, number of major customers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of reporting unit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of operating segments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill impairments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Intangible assets, estimated useful life
 
 
 
 
 
 
 
 
 
 
 
 
4 months 
11 years 
 
 
 
 
 
 
 
Long-lived asset impairment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency gains
 
 
 
1,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency losses
200,000 
500,000 
700,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Uncertain tax positions
1,300,000 
 
1,300,000 
 
900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Losses related to indemnification obligations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
$ (657,000)
$ 5,563,000 
$ 776,000 
$ 8,323,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Summary of Significant Accounting Policies - Schedule of Revenue and Long-lived Assets by Geographic Areas (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Revenues from External Customers and Long-Lived Assets [Line Items]
 
 
 
 
Revenues
$ 85,103 
$ 69,573 
$ 248,103 
$ 195,516 
United States [Member]
 
 
 
 
Revenues from External Customers and Long-Lived Assets [Line Items]
 
 
 
 
Revenues
60,713 
48,721 
177,440 
137,194 
International - All Other [Member]
 
 
 
 
Revenues from External Customers and Long-Lived Assets [Line Items]
 
 
 
 
Revenues
17,860 
15,169 
51,424 
42,630 
United Kingdom [Member]
 
 
 
 
Revenues from External Customers and Long-Lived Assets [Line Items]
 
 
 
 
Revenues
$ 6,530 
$ 5,683 
$ 19,239 
$ 15,692 
Summary of Significant Accounting Policies - Schedule of Revenue by Service Cloud (Product Grouping) (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Revenue from External Customer [Line Items]
 
 
 
 
Revenues
$ 85,103 
$ 69,573 
$ 248,103 
$ 195,516 
Collaboration Cloud [Member]
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
Revenues
30,240 
22,930 
85,837 
63,148 
Identity and Access Management Cloud [Member]
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
Revenues
30,524 
23,718 
88,268 
65,718 
Service and Support Cloud [Member]
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
Revenues
23,871 
22,363 
72,233 
64,783 
Other [Member]
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
Revenues
$ 468 
$ 562 
$ 1,765 
$ 1,867 
Summary of Significant Accounting Policies - Schedule of Options to Purchase Common Shares and Restricted Stock Units (Detail)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
 
Total options and restricted stock units
1,891 
238 
106 
238 
Stock Options [Member]
 
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
 
Total options and restricted stock units
418 
 
 
 
Restricted Stock Units [Member]
 
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
 
Total options and restricted stock units
1,473 
238 
106 
238 
Summary of Significant Accounting Policies - Reconciliation of Basic and Diluted Net Income (Loss) per Share (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Basic:
 
 
 
 
Net income (loss)
$ (657)
$ 5,563 
$ 776 
$ 8,323 
Weighted average common shares outstanding, basic
25,401 
24,955 
25,230 
24,733 
Net income (loss) per share, basic
$ (0.03)
$ 0.22 
$ 0.03 
$ 0.34 
Diluted:
 
 
 
 
Net income (loss)
$ (657)
$ 5,563 
$ 776 
$ 8,323 
Weighted average common shares outstanding
25,401 
24,955 
25,230 
24,733 
Add: Common stock equivalents
 
813 
779 
945 
Weighted average common shares outstanding, diluted
25,401 
25,768 
26,009 
25,678 
Net income (loss) per share, diluted
$ (0.03)
$ 0.22 
$ 0.03 
$ 0.32 
Fair Value of Financial Instruments - Summary of Company's Financial Assets and Contingent Consideration Liability Carried at Fair Value (Detail) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Short-term marketable securities
$ 70,609 
$ 85,284 
Contingent consideration liability
2,500 
2,028 
Significant Unobservable Inputs (Level 3) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Contingent consideration liability
2,500 
2,028 
Money Market Funds [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash equivalents
25,368 
10,138 
Bank Deposits [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash equivalents
 
U.S. Government Agency Securities [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Short-term marketable securities
53,082 
68,231 
Corporate Bond Securities [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Short-term marketable securities
17,527 
17,053 
Recurring [Member] |
Significant Unobservable Inputs (Level 3) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Contingent consideration liability
2,500 
2,028 
Recurring [Member] |
Money Market Funds [Member] |
Quoted Prices in Active Markets for Identical Items (Level 1) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash equivalents
25,368 
10,138 
Recurring [Member] |
Bank Deposits [Member] |
Significant Other Observable Inputs (Level 2) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash equivalents
 
Recurring [Member] |
U.S. Government Agency Securities [Member] |
Quoted Prices in Active Markets for Identical Items (Level 1) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Short-term marketable securities
43,574 
50,237 
Recurring [Member] |
U.S. Government Agency Securities [Member] |
Significant Other Observable Inputs (Level 2) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Short-term marketable securities
9,508 
17,994 
Recurring [Member] |
Corporate Bond Securities [Member] |
Significant Other Observable Inputs (Level 2) [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Short-term marketable securities
$ 17,527 
$ 17,053 
Fair Value of Financial Instruments - Additional Information (Detail) (USD $)
9 Months Ended 1 Months Ended
Sep. 30, 2016
Dec. 31, 2015
Sep. 30, 2016
LastPass [Member]
Dec. 31, 2015
LastPass [Member]
Oct. 15, 2015
LastPass [Member]
Oct. 31, 2016
LastPass [Member]
Subsequent Event [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
 
 
Range of contingent payments, Maximum
 
 
$ 2,500,000 
 
 
 
Contingent consideration liability
2,500,000 
2,028,000 
2,500,000 
2,000,000 
15,000,000 
 
Payment of contingent consideration liability
$ 30,000 
 
 
 
 
$ 2,500,000 
Fair Value of Financial Instruments - Reconciliation of Beginning and Ending Level 3 Liability (Detail) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2016
Sep. 30, 2016
Significant Unobservable Inputs (Level 3) [Member]
Dec. 31, 2015
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
 
 
 
Balance beginning of period
$ 2,028 
$ 2,500 
$ 2,028 
Payments
(30)
 
 
Change in fair value of contingent consideration liability
502 
 
 
Balance end of period
$ 2,500 
$ 2,500 
$ 2,028 
Acquisitions - Additional Information (Detail) (USD $)
0 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Oct. 15, 2015
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2015
Dec. 31, 2014
Oct. 15, 2015
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
Acquisition-related costs
 
 
 
$ 16,900,000 
$ 3,800,000 
 
 
 
Acquisition related retention-based bonus payment expense
 
 
 
6,700,000 
3,400,000 
 
 
 
Cash payable in contingent consideration
 
2,500,000 
 
2,500,000 
 
2,028,000 
 
 
Operating revenues
 
85,103,000 
69,573,000 
248,103,000 
195,516,000 
 
 
 
Operating expenses
 
73,846,000 
53,051,000 
211,557,000 
160,892,000 
 
 
 
Amortization of acquired intangibles
 
1,363,000 
286,000 
4,103,000 
844,000 
 
 
 
Change in fair value of contingent consideration liability
 
 
 
502,000 
 
 
 
 
Retention Bonus [Member]
 
 
 
 
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
Cash payable in contingent consideration
 
6,000,000 
 
6,000,000 
 
 
 
 
LastPass [Member]
 
 
 
 
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
Cash payable in contingent consideration
 
2,500,000 
 
2,500,000 
 
2,000,000 
 
15,000,000 
Cash paid for acquisition, net of cash acquired
107,600,000 
 
 
 
 
 
 
 
Maturity period for contingent payment
2 years 
 
 
 
 
 
 
 
Operating revenues
 
5,000,000 
69,573,000 
13,200,000 
195,516,000 
 
 
 
Operating expenses
 
6,900,000 
 
18,000,000 
 
 
 
 
Amortization of acquired intangibles
 
1,500,000 
 
4,700,000 
 
 
 
 
Change in fair value of contingent consideration liability
 
 
 
500,000 
 
 
 
 
Range of contingent payments, Maximum
 
2,500,000 
 
2,500,000 
 
 
 
 
Deferred tax asset
 
 
 
 
 
 
 
3,050,000 
Deferred tax liability
 
 
 
 
 
 
 
23,478,000 
Proforma contingent consideration and retention requirement payments
 
 
 
 
 
5,500,000 
7,000,000 
 
Payment to non-stockholder employees
 
 
 
 
 
6,100,000 
 
 
LastPass [Member] |
Retention Bonus [Member]
 
 
 
 
 
 
 
 
Business Acquisition [Line Items]